As filed with the Securities and Exchange Commission on December 1, 1995

                                                     Registration No. 33-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          ---------------------------

                                    FORM S-4
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          ---------------------------

                           UNION PACIFIC CORPORATION
            (Exact name of registration as specified in its charter)
                          ---------------------------

          Utah                               4011                  13-2626465
  (State or other jurisdiction   (Primary Standard Industrial)  (I.R.S. Employer
of incorporation or organization)  Classification Code Number  Identification 
                                                                   Number)

                     Martin Tower, Eighth and Eaton Avenues
                         Bethlehem, Pennsylvania 18018
                                 (610) 861-3200
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                            Richard J. Ressler, Esq.
                           Assistant General Counsel
                           Union Pacific Corporation
                     Martin Tower, Eighth and Eaton Avenues
                         Bethlehem, Pennsylvania 18018
                                 (610) 861-3200

           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

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

                                   Copies to:

         Cannon Y. Harvey, Esq.               Carl W. von Bernuth, Esq.
  Southern Pacific Rail Corporation   Senior Vice President and General Counsel
       Southern Pacific Building             Union Pacific Corporation
          One Market Plaza             Martin Tower, Eighth and Eaton Avenues
  San Francisco, California  94105         Bethlehem, Pennsylvania  18018

         Peter D. Lyons, Esq.                    Paul T. Schnell, Esq.
         Shearman & Sterling             Skadden, Arps, Slate, Meagher & Flom
        599 Lexington Avenue                      919 Third Avenue
     New York, New York  10022               New York, New York  10022

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

         Approximate  date of  commencement  of proposed sale to the public:  As
soon as practicable after this Registration  Statement is declared effective and
all other conditions to the merger of Southern  Pacific Rail Corporation  ("SP")
with and into Union Pacific Railroad Company ("UPRR"), a wholly owned subsidiary
of the  Registrant  (the  "Merger"),  as described  in the enclosed  Joint Proxy
Statement/Prospectus, have been satisfied or waived.

         If any of the  securities  being  registered  on  this  Form  are to be
offered in  connection  with the  formation  of a holding  company  and there is
compliance with General Instruction G, check the following box: / /

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

                        CALCULATION OF REGISTRATION FEE

====================================================================================================================================
                                                                 Proposed                   Proposed
                                                   Amount         Maximum                   Maximum
         Title of Each Class of                    to be       Offering Price               Aggregate                  Amount of
      Securities to Be Registered              Registered(1)    Per Unit(2)            Offering Price(2)         Registration Fee(3)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Common Stock, par value $2.50 per share     38,700,000           $67.0625                  $2,595,318,750             $894,937.50
====================================================================================================================================

(1) Assumes that  62,455,154  shares of common stock,  par value $.001 per share
    (the "Common  Stock" or the  "Shares"),  of SP are converted  into shares of
    Union Pacific  Corporation  ("UP")  common stock,  par value $2.50 per share
    (the "UP Common Stock"),  at the exchange ratio of .4065 shares of UP Common
    Stock for each Share pursuant to the Merger.
(2) Estimated  pursuant  to Rules  457(f)(1),  457(f)(3),  and 457(c)  under the
    Securities  Act of 1933,  as amended (the  "Securities  Act") solely for the
    purpose of calculating  the  registration  fee, based on $67.0625 per share,
    the average of the high and low sale  prices for a share of UP Common  Stock
    on the New York Stock Exchange Composite Tape on November 27, 1995.
(3) The registration fee for the shares of UP Common Stock registered hereby has
    been  calculated  pursuant to Rule 457(f)(1) and 457(f)(3)  under the
    Securities Act as follows:  1/29th of one percent of $67.0625,  the average
    of the reported high and low  sales  prices  of a share of UP  Common  Stock
    on the New York Stock  Exchange Composite Tape on November 27, 1995,  
    multiplied by 25,388,020, the number of shares of Common Stock expected to
    be converted in the Merger.  Pursuant to Rule 457(b) under the Securities 
    Act, $573,806.72 previously paid on September 12, 1995 upon filing with
    the Commission of preliminary proxy material of UP and SP has been 
    credited against the registration fee payable in connection with this
    filing.

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

     The Registrant  hereby amends this  Registration  Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further  amendment  which  specifically  states  that  this  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

================================================================================

                           UNION PACIFIC CORPORATION
                             CROSS-REFERENCE SHEET
                   PURSUANT TO ITEM 501(b) OF REGULATION S-K

          Showing the Location in the Joint Proxy Statement/Prospectus
               of the Information Required to be Included Therein
                       In Response to Part I of Form S-4

                                                                             Location or Caption in
Form S-4 Item Number and Caption                                        Joint Proxy Statement/Prospectus

A. Information about the Transaction.
                                                                
      1.   Forepart of Registration Statement and Outside
            Front Cover Page of Prospectus...................        Facing Page of Registration Statement; Cross
                                                                     Reference Sheet; Outside Front Cover Page

      2.      Inside Front and Outside Back Cover Pages of
                Prospectus....................................       Available Information; Incorporation of
                                                                       Certain Documents by Reference; Table
                                                                       of Contents

      3.      Risk Factors, Ratio of Earnings to Fixed
                Charges and Other Information.................       Summary

      4.      Terms of the Transaction........................       Summary; The Merger; Merger Agreement; 
                                                                       Shareholders Agreements; Registration Rights
                                                                       Agreements; Voting Trust Agreement; Other Legal
                                                                       Matters; Regulatory Approval;  Description of UP
                                                                       Capital Stock;  Comparison of the Rights of 
                                                                       Stockholders  of SP and UP under Utah and
                                                                       Delaware Law

      5.      Pro Forma Financial Information.................       Unaudited Pro Forma Financial Statements
                                                                     of UP and SP

      6.      Material Contacts with the Company Being
                Acquired......................................       Summary; The Merger; Merger Agreement; 
                                                                       Shareholders Agreements; Registration Rights 
                                                                       Agreements; The Companies

                                       2

                                                                
      7.      Additional Information Required for
                Reoffering by Persons and Parties Deemed
                to be Underwriters............................                           *

      8.      Interests of Named Experts and Counsel..........       Legal Matters; Experts

      9.      Disclosure of Commission Position on
                Indemnification for Securities Act 
                Liabilities...................................                           *

B.    Information about the Registrant.

      10.     Information with Respect to S-3 Registrants.....       Incorporation of Certain Documents by
                                                                       Reference; Summary; The Merger;
                                                                       Unaudited Pro Forma Financial Statements
                                                                       of UP and SP; The Companies; Description
                                                                       of UP Capital Stock

      11.     Incorporation of Certain Information by
                Reference.....................................       Incorporation of Certain Documents by
                                                                       Reference

      12.     Information with Respect to S-2 or S-3
                Registrants...................................                           *

      13.     Incorporation of Certain Information by
                Reference.....................................                           *

      14.     Information with Respect to Registrants Other
                Than S-2 or S-3 Registrants...................                           *

C.    Information about the Company Being Acquired.

      15.     Information with Respect to S-3 Companies.......       Incorporation of Certain Documents by
                                                                       Reference; Summary;  The Merger;
                                                                       Unaudited Pro Forma Financial Statements
                                                                       of UP and SP; The Companies

      16.     Information with Respect to S-2 or S-3
                Companies.....................................                           *

      17.     Information with Respect to Companies Other
                Than S-2 or S-3 Companies.....................                           *

                                       3

                                                                
D.    Voting and Management Information.

      18.     Information if Proxies, Consents or

                Authorizations are to be Solicited............       Incorporation of Certain Documents by
                                                                       Reference; Summary; The Special
                                                                      Meeting; The Merger

      19.     Information if Proxies, Consents or
                Authorizations are not to be Solicited, or in
                an Exchange Offer.............................                           *

- ----------------
*  Not Applicable.
                                       4

                 SUBJECT TO COMPLETION, DATED DECEMBER 1, 1995

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.  A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. 
              
                       SOUTHERN PACIFIC RAIL CORPORATION
                                PROXY STATEMENT
                      FOR SPECIAL MEETING OF STOCKHOLDERS
                         TO BE HELD ON JANUARY   , 1996
                           UNION PACIFIC CORPORATION
                                   PROSPECTUS
                                  COMMON STOCK
 
    This Joint Proxy Statement/Prospectus relates to the proposed merger (the
'Merger') of Southern Pacific Rail Corporation, a Delaware corporation ('SP'),
with and into Union Pacific Railroad Company, a Utah corporation ('UPRR') and a
wholly owned subsidiary of Union Pacific Corporation, a Utah corporation ('UP'),
pursuant to an Agreement and Plan of Merger, dated as of August 3, 1995 (the
'Merger Agreement'), by and among UP, UP Acquisition Corporation, a Delaware
corporation and a wholly owned subsidiary of UPRR ('UP Acquisition'), UPRR and
SP.
 
    If the Merger is consummated, each share of common stock, par value $.001
per share (the 'Common Stock' or the 'Shares'), of SP (other than treasury stock
and Shares that are owned by UP or any direct or indirect wholly owned
subsidiary of UP, which Shares will be cancelled and retired) at the Effective
Time (as defined herein) shall be converted, subject to proration and the
limitations described herein, at the election of such holder, into the right to
receive (i) .4065 shares of common stock of UP, par value $2.50 per share ('UP
Common Stock'), (ii) $25.00 in cash, without interest thereon (the 'Cash
Consideration') or (iii) a combination thereof. The aggregate number of Shares
to be converted into the right to receive UP Common Stock pursuant to the Merger
will be equal as nearly as practicable to 60% of all outstanding Shares at the
time of the Merger; and the number of Shares to be converted into the right to
receive the Cash Consideration pursuant to the Merger, together with the
39,034,471 Shares acquired by UP Acquisition (the 'Acquired Shares') pursuant to
its tender offer dated August 9, 1995 to purchase up to 39,034,471 Shares at a
price of $25.00 per Share, net to the seller in cash, without interest thereon
(the 'Offer'), will be equal as nearly as practicable to 40% of all outstanding
Shares at the time of the Merger. Accordingly, of the Shares outstanding
immediately prior to the Merger (other than the Acquired Shares), 20% of such
Shares will be acquired for cash and 80% of such Shares will be acquired in
exchange for shares of UP Common Stock. On September 7, 1995, UP Acquisition
accepted 39,034,471 Shares for payment pursuant to the Offer and simultaneously
deposited such Shares into a Voting Trust (as defined herein). The consummation
of the Merger is subject to various conditions, including, among other things,
approval and adoption of the Merger Agreement by the stockholders of SP at the

Special Meeting (defined herein), and approval of the Merger by the Interstate
Commerce Commission (the 'ICC'). There can be no assurance that approval of the
ICC or any successor agency will be obtained on terms that would satisfy the
conditions in the Merger Agreement. The Merger Agreement is attached hereto as
Annex B and is incorporated herein by reference.
 
    On December [  ], 1995, the closing price of UP Common Stock on the NYSE (as
defined herein) was $[    ] per share. Accordingly, the market value of .4065
shares of UP Common Stock, based on such closing price, was $[    ]. THE MARKET
VALUE OF THE UP COMMON STOCK AFTER THE EFFECTIVE TIME WILL, AMONG OTHER THINGS,
DEPEND UPON, AND IS EXPECTED TO FLUCTUATE WITH, THE PERFORMANCE OF UP, WHETHER
OR NOT THE SPIN-OFF (AS DEFINED HEREIN) OCCURS, CONDITIONS (ECONOMIC OR
OTHERWISE) AFFECTING THE RAILROAD, TRUCKING AND OIL AND GAS INDUSTRIES, AND
MARKET CONDITIONS AND OTHER FACTORS THAT GENERALLY INFLUENCE PRICES OF
SECURITIES. MOREOVER, THERE CAN BE NO ASSURANCE THAT AT OR AFTER THE EFFECTIVE
TIME THE MARKET VALUE OF THE UP COMMON STOCK AND THE CASH CONSIDERATION TO BE
RECEIVED IN THE MERGER WILL BE EQUAL. BECAUSE THE TAX CONSEQUENCES OF RECEIVING
CASH OR UP COMMON STOCK WILL DIFFER, SP STOCKHOLDERS ARE URGED TO READ CAREFULLY
THE INFORMATION SET FORTH UNDER THE CAPTION 'THE MERGER--CERTAIN FEDERAL INCOME
TAX CONSEQUENCES.'
 
    This Joint Proxy Statement/Prospectus is being furnished to the stockholders
of SP in connection with the solicitation of proxies by the Board of Directors
of SP for use at the Special Meeting to be held at [             ], 
San Francisco, California on January [  ], 1996, commencing at     a.m., local 
time (the 'Special Meeting') for the purposes described herein.
 
    BECAUSE CERTAIN SUBSTANTIAL HOLDERS OF COMMON STOCK HAVE AGREED TO VOTE ALL
OF THEIR SHARES (REPRESENTING APPROXIMATELY [31.1]% OF THE OUTSTANDING SHARES)
IN FAVOR OF THE MERGER AND HAVE GRANTED UP IRREVOCABLE PROXIES TO VOTE SUCH
SHARES IN FAVOR OF THE MERGER, AND BECAUSE THE TRUSTEE OF THE VOTING TRUST IS
REQUIRED TO VOTE ALL OF THE ACQUIRED SHARES DEPOSITED THEREIN (REPRESENTING
APPROXIMATELY 25% OF THE OUTSTANDING SHARES) IN FAVOR OF THE MERGER, A VOTE IN
FAVOR OF APPROVAL AND ADOPTION OF THE MERGER AGREEMENT IS ASSURED WITHOUT THE
VOTE OF ANY OTHER HOLDER OF SHARES. SEE 'THE SPECIAL MEETING--VOTES REQUIRED;
PRINCIPAL STOCKHOLDERS.'
 
    This Joint Proxy Statement/Prospectus also constitutes a prospectus of UP
with respect to up to [38,082,030] shares of UP Common Stock issuable to the
stockholders of SP in the Merger.
 
    All information herein concerning UP Acquisition, UPRR and UP has been
furnished by UP Acquisition, UPRR and UP, respectively, and all information
herein concerning SP has been furnished by SP.
 
    This Joint Proxy Statement/Prospectus and the accompanying form of proxy are
first being mailed to the stockholders of SP on or about December [  ], 1995.
 
    THE PROPOSED MERGER AND THE OTHER MATTERS TO BE ACTED UPON AT THE SPECIAL
MEETING ARE DESCRIBED IN DETAIL IN THIS JOINT PROXY STATEMENT/PROSPECTUS. THE
PROPOSED MERGER IS A COMPLEX TRANSACTION. SP STOCKHOLDERS ARE STRONGLY URGED TO
READ AND CONSIDER CAREFULLY THIS JOINT PROXY STATEMENT/PROSPECTUS IN ITS
ENTIRETY.
                            ------------------------

    THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE MERGER HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS JOINT
PROXY STATEMENT/PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
                            ------------------------

   The date of this Joint Proxy Statement/Prospectus is December [  ], 1995.

                             AVAILABLE INFORMATION
 
     Each of UP and SP is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the 'Exchange Act'), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the 'Commission'). The reports, proxy
statements and other information filed by each of UP and SP with the Commission
can be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
should be available at the Commission's Regional Offices at 7 World Trade
Center, Thirteenth Floor, New York, New York 10048, and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such materials may also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Shares and the UP
Common Stock are each listed on the New York Stock Exchange, Inc. ('NYSE').
Certain of the reports, proxy statements and other information filed by each of
UP and SP may be inspected at the offices of the NYSE at 20 Broad Street, New
York, New York 10005.
 
     UP has filed with the Commission a registration statement on Form S-4
(together with any amendments thereto, the 'Registration Statement') under the
Securities Act of 1933, as amended (the 'Securities Act'), relating to the
shares of UP Common Stock offered hereby. This Joint Proxy Statement/Prospectus
does not contain all of the information set forth in the Registration Statement
and the exhibits thereto filed by UP, certain portions of which have been
omitted pursuant to the rules and regulations of the Commission. The
Registration Statement and exhibits thereto may be inspected without charge at
the offices of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and copies thereof may be obtained from the Commission at prescribed rates.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The following documents previously filed with the Commission by UP pursuant
to the Exchange Act are incorporated by reference in this Joint Proxy
Statement/Prospectus:
 
          1. UP's Annual Report on Form 10-K for the fiscal year ended December
             31, 1994 (which incorporates by reference certain information from
             UP's Proxy Statement relating to the 1995 Annual Meeting of
             Stockholders (the '1995 UP Proxy Statement') and includes Amendment
             No. 1 on Form 10-K/A dated June 24, 1995 and Amendment No. 2 on
             Form 10-K/A dated November   , 1995);
 
          2. The 1995 UP Proxy Statement;
 
          3. UP's Quarterly Report on Form 10-Q for the quarterly period ended
             March 31, 1995 and Amendment No. 1 thereto on Form 10-Q/A dated
             November   , 1995, Quarterly Report on Form 10-Q for the quarterly
             period ended June 30, 1995 and Amendment No. 1 thereto on Form
             10-Q/A dated November   , 1995, and Quarterly Report on Form 10-Q
             for the quarterly period ended September 30, 1995;
 
          4. UP's Current Reports on Form 8-K dated March 21, 1995, April 20,

             1995, April 26, 1995, August 14, 1995 and September 15, 1995;
 
          5. The description of capital stock of UP, including UP Common Stock,
             that is contained in the registration statement filed under the
             Exchange Act under File No. 1-6075, including all amendments or
             reports filed for the purpose of updating such description; and
 
          6. Schedule 13D and Tender Offer Statement on Schedule 14D-1 of UP, UP
             Acquisition and UPRR dated August 9, 1995, as amended by Amendment
             No. 1 thereto dated August 10, 1995, Amendment No. 2 thereto dated
             August 11, 1995, Amendment No. 3 thereto dated August 17, 1995,
             Amendment No. 4 thereto dated August 28, 1995, Amendment No. 5
             thereto dated August 29, 1995, Amendment No. 6 thereto dated
             September 7, 1995, Amendment No. 7 thereto dated September 15,
             1995, Amendment No. 8 to the Schedule 13D dated September 28, 1995
             and Amendment No. 9 to the Schedule 13D dated October 24, 1995.
 
     The following documents previously filed with the Commission by SP pursuant
to the Exchange Act are incorporated by reference in this Joint Proxy
Statement/Prospectus:
 
          1. SP's Annual Report on Form 10-K for the year ended December 31,
             1994 (which incorporates by reference certain information from SP's
             Proxy Statement relating to the 1995 Annual Meeting of
 
                                       2

             Stockholders (the '1995 SP Proxy Statement') and includes Amendment
             No. 1 on Form 10-K/A dated November   , 1995);
 
          2. The 1995 SP Proxy Statement;
 
          3. SP's Quarterly Reports on Form 10-Q for the quarters ended March
             31, 1995, June 30, 1995 and September 30, 1995 and Amendment No. 1
             to the June 30, 1995 Form 10-Q on Form 10-Q/A dated November   ,
             1995;
 
          4. SP's Current Report on Form 8-K dated September 4, 1995; and
 
          5. SP's Solicitation/Recommendation Statement on Schedule 14D-9 dated
             August 9, 1995, as amended by Amendment No. 1 thereto dated
             September 7, 1995 and Amendment No. 2 thereto dated September 8,
             1995 (the 'Schedule 14D-9').
 
     All documents filed by UP and SP pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Joint Proxy
Statement/Prospectus and prior to the date of the Special Meeting shall be
deemed to be incorporated by reference in this Joint Proxy Statement/Prospectus
and be a part hereof from the dates of filing such documents or reports. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Joint Proxy Statement/Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated herein modifies or supersedes such statement. Any such statement

so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Joint Proxy Statement/Prospectus.
                            ------------------------
 
     THIS JOINT PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE
WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. SUCH DOCUMENTS (OTHER THAN
CERTAIN EXHIBITS TO SUCH DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY
INCORPORATED BY REFERENCE TO SUCH DOCUMENTS) ARE AVAILABLE WITHOUT CHARGE TO ANY
PERSON, INCLUDING ANY BENEFICIAL OWNER TO WHOM A COPY OF THIS JOINT PROXY
STATEMENT/PROSPECTUS HAS BEEN DELIVERED, UPON WRITTEN OR ORAL REQUEST, IN THE
CASE OF UP DOCUMENTS, TO UNION PACIFIC CORPORATION, MARTIN TOWER, EIGHTH & EATON
AVENUES, BETHLEHEM, PENNSYLVANIA 18018, ATTENTION: CORPORATE SECRETARY,
TELEPHONE NUMBER (610) 861-3200, AND, IN THE CASE OF SP DOCUMENTS, TO SOUTHERN
PACIFIC RAIL CORPORATION, SOUTHERN PACIFIC BUILDING, ONE MARKET PLAZA, SAN
FRANCISCO, CALIFORNIA 94105, ATTENTION: CORPORATE SECRETARY, TELEPHONE NUMBER
(415) 541-1000. IN ORDER TO ENSURE DELIVERY PRIOR TO THE SPECIAL MEETING,
REQUESTS SHOULD BE RECEIVED BY                    , 1995.
                            ------------------------
 
     NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS JOINT PROXY STATEMENT/PROSPECTUS OR THE DOCUMENTS
INCORPORATED HEREIN BY REFERENCE IN CONNECTION WITH THE OFFERING AND THE
SOLICITATIONS MADE HEREBY AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY UP, UP
ACQUISITION, UPRR OR SP. THIS JOINT PROXY STATEMENT/PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER TO PURCHASE, ANY
SECURITIES, OR THE SOLICITATION OF A PROXY IN ANY JURISDICTION IN WHICH, OR TO
ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS JOINT PROXY STATEMENT/PROSPECTUS NOR ANY
DISTRIBUTION OF UP COMMON STOCK MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE INFORMATION SET
FORTH HEREIN OR IN THE AFFAIRS OF UP, UP ACQUISITION, UPRR OR SP SINCE THE DATE
HEREOF OTHER THAN AS SET FORTH IN THE DOCUMENTS INCORPORATED HEREIN BY
REFERENCE.
                            ------------------------
 
                                       3

                               TABLE OF CONTENTS

SECTION                                                                                                       PAGE
- -----------------------------------------------------------------------------------------------------------   ----
                                                                                                           
AVAILABLE INFORMATION......................................................................................      2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................................................      2
SUMMARY....................................................................................................      6
  The Parties..............................................................................................      6
  The Merger...............................................................................................      7
  Comparative Market Prices and Dividends..................................................................     13
  Other Legal Matters; Regulatory Approvals................................................................     14
  The Special Meeting......................................................................................     14
SELECTED HISTORICAL CONSOLIDATED AND PRO FORMA FINANCIAL DATA..............................................     15
INTRODUCTION...............................................................................................     21
THE SPECIAL MEETING........................................................................................     22
  Purpose of Special Meeting...............................................................................     22
  Date, Place and Time.....................................................................................     22
  Record Date; Quorum......................................................................................     22
  Votes Required; Principal Stockholders...................................................................     22
  Proxies; Voting and Revocation...........................................................................     23
  Other Matters............................................................................................     23
  Solicitation of Proxies..................................................................................     23
THE MERGER.................................................................................................     24
  General..................................................................................................     24
  Background of the Merger.................................................................................     24
  Recommendation of the SP Board of Directors; Reasons for the Merger......................................     28
  Opinion of SP's Financial Advisor........................................................................     30
  Interests of Certain Persons.............................................................................     34
  Certain Projected Financial Information..................................................................     38
  Estimated Synergies......................................................................................     39
  Merger Consideration.....................................................................................     40
  Effective Time...........................................................................................     40
  Financing of the Transaction.............................................................................     41
  Accounting Treatment.....................................................................................     41
  Election Procedures......................................................................................     41
  Expenses Related to the Merger...........................................................................     44
  Certain Federal Income Tax Consequences..................................................................     44
  Absence of Dissenters' Rights............................................................................     47
MERGER AGREEMENT...........................................................................................     48
  The Offer................................................................................................     48
  The Mergers..............................................................................................     48
  Conversion of Shares.....................................................................................     48
  Equity Incentive Plan....................................................................................     50
  Board of Directors.......................................................................................     50
  Interim Operations of SP.................................................................................     50
  Interim Operations of UP.................................................................................     52
  No Solicitation..........................................................................................     52
  Directors' and Officers' Insurance and Indemnification...................................................     53
  Spin-Off.................................................................................................     53
  Compensation and Benefits................................................................................     54

  Representations and Warranties...........................................................................     54
  Conditions to the Merger.................................................................................     54
  Termination..............................................................................................     56
SHAREHOLDERS AGREEMENTS....................................................................................     58
  Anschutz Shareholders Agreement..........................................................................     58

                                       4

SECTION                                                                                                       PAGE
- -----------------------------------------------------------------------------------------------------------   ----
                                                                                                           
  MSLEF Shareholder Agreement..............................................................................     67
  UP Shareholders Agreement................................................................................     69
  Anschutz/Resources Shareholders Agreement................................................................     75
REGISTRATION RIGHTS AGREEMENTS.............................................................................     79
VOTING TRUST AGREEMENT.....................................................................................     79
COMPARATIVE MARKET PRICES AND DIVIDENDS....................................................................     81
UNAUDITED PRO FORMA FINANCIAL STATEMENTS OF UP AND SP......................................................     82
UNAUDITED PRO FORMA FINANCIAL STATEMENTS OF UP.............................................................     89
UNAUDITED PRO FORMA FINANCIAL STATEMENTS OF RESOURCES......................................................     92
THE COMPANIES..............................................................................................     96
  Southern Pacific Rail Corporation........................................................................     96
  Union Pacific Corporation................................................................................     96
  The Railroad.............................................................................................     97
  UP Acquisition Corporation...............................................................................     97
  Resources Spin-Off.......................................................................................     98
  Certain Operating Relationships..........................................................................     98
OTHER LEGAL MATTERS; REGULATORY APPROVAL...................................................................    100
  General..................................................................................................    100
  Antitrust................................................................................................    100
  The Voting Trust.........................................................................................    100
  ICC Approval.............................................................................................    101
  State Takeover Statutes..................................................................................    103
DESCRIPTION OF UP CAPITAL STOCK............................................................................    104
COMPARISON OF THE RIGHTS OF STOCKHOLDERS OF SP AND UP UNDER DELAWARE AND UTAH LAW..........................    105
  Authorized Capital Stock.................................................................................    105
  Board of Directors.......................................................................................    107
  Repurchase and Redemption of Shares......................................................................    109
  Payment of Dividends to Stockholders.....................................................................    109
  Preemptive Rights........................................................................................    109
  Amendments to Articles or Certificate of Incorporation...................................................    109
  Amendments to By-Laws....................................................................................    110
  Stockholder Approval of Certain Extraordinary Transactions...............................................    111
  Dissenters' Rights.......................................................................................    112
  Special Meeting of Stockholders..........................................................................    113
  Stockholder Consent to Action Without a Meeting..........................................................    113
  Liquidation Rights.......................................................................................    114
EXPERTS....................................................................................................    114
LEGAL OPINION..............................................................................................    114
STOCKHOLDERS' PROPOSALS....................................................................................    114

ANNEXES
  Annex  A -- Glossary of Certain Defined Terms............................................................    A-1
  Annex  B -- Agreement and Plan of Merger.................................................................    B-1
  Annex  C -- Opinion of Morgan Stanley & Co. Incorporated.................................................    C-1
  Annex  D -- Anschutz Shareholders Agreement..............................................................    D-1
  Annex  E -- MSLEF Shareholder Agreement..................................................................    E-1
  Annex  F -- UP Shareholders Agreement....................................................................    F-1
  Annex  G -- Anschutz/Resources Shareholders Agreement....................................................    G-1
  Annex  H -- Anschutz/UP Registration Rights Agreement....................................................    H-1
  Annex  I -- Anschutz/Resources Registration Rights Agreement.............................................    I-1
  Annex  J -- UP Acquisition/SP Registration Rights Agreement..............................................    J-1
  Annex  K -- Voting Trust Agreement.......................................................................    K-1

                                       5

                                    SUMMARY
 
     The following is a summary of certain information contained elsewhere in
this Joint Proxy Statement/Prospectus. This summary is qualified in its entirety
by reference to the more detailed information contained elsewhere in this Joint
Proxy Statement/Prospectus, the Annexes hereto and the documents referred to
herein. Stockholders are urged to review carefully this Joint Proxy
Statement/Prospectus, the Merger Agreement attached hereto as Annex B and the
other Annexes attached hereto.
 
                                  THE PARTIES
 
  Southern Pacific Rail Corporation
 
     Southern Pacific Rail Corporation, a Delaware corporation ('SP'), is a
holding company primarily engaged through its subsidiaries in the rail
transportation business. SP, whose rail operations date from the 1860's,
operates in 15 states and transports freight over approximately 14,500 miles of
main track linking West Coast and Gulf Coast ports to large population centers
in the midwest. SP has generated significant cash flow from the sale of its
traditional and transit corridor real estate. See 'THE COMPANIES--Southern
Pacific Rail Corporation.' The principal executive office of SP is located at
Southern Pacific Building, One Market Plaza, San Francisco, California 94105,
telephone number (415) 541-1000.
 
  Union Pacific Corporation
 
     Union Pacific Corporation, a Utah corporation ('UP'), is primarily a
holding company principally engaged in (i) rail transportation, (ii) oil, gas
and mining and (iii) trucking. UP engages in rail transportation through its
subsidiaries, Union Pacific Railroad Company, a Utah corporation ('UPRR'), and
Missouri Pacific Railroad Company, a Delaware corporation ('MPRR'). UPRR and
MPRR are collectively referred to herein as the 'Railroad,' which term also
includes the operations of Chicago and North Western Railway Company, which was
merged into UPRR on October 1, 1995. UP engages in the oil, gas and mining
business through its 83% owned subsidiary, Union Pacific Resources Group Inc.
('Resources'). Resources is one of the largest independent oil and gas companies
in North America. UP operates in the trucking industry through its subsidiary,
Overnite Transportation Company. The principal information and communication
technology needs for UP are provided by its subsidiary, Union Pacific
Technologies, Inc. ('UP Tech'), which also markets its systems and services to
third parties. Each of these subsidiaries, except for Resources, is wholly owned
by UP. See 'THE COMPANIES--Union Pacific Corporation,' '--The Railroad' and 'THE
COMPANIES--Resources Spin-Off.' The principal executive office of UP is located
at Martin Tower, Eighth & Eaton Avenues, Bethlehem, Pennsylvania 18018,
telephone number (610) 861-3200.
 
  The Railroad
 
     The Railroad is engaged in the rail transportation business. It is the
second largest railroad in the United States by mileage, with approximately
22,700 route miles linking West Coast and Gulf Coast ports to the Midwest. See
'THE COMPANIES--The Railroad.' The principal executive office of the Railroad is

1416 Dodge Street, Omaha, Nebraska 68179, telephone number (402) 271-5000.
 
  Resources Spin-Off
 
     On August 4, 1995, Resources filed a registration statement on Form S-1
with the Securities and Exchange Commission (the 'Commission') in connection
with an initial public offering (the 'IPO') of shares of its common stock (the
'Resources Common Stock'), representing no more than 17.25% of the outstanding
shares of Resources Common Stock (after giving effect to the issuance of shares
in the IPO and shares to be issued to employees or reserved for issuance with
respect to employee options). On October 16 and 17, 1995, Resources sold
42,500,000 shares of Resources Common Stock in the IPO. UP intends, subject to
certain conditions, including the receipt of a ruling from the Internal Revenue
Service (the 'IRS') as to the tax-free nature of the Spin-Off (as defined
below), to distribute pro rata to its stockholders all of the remaining shares
of Resources Common Stock held by UP (representing approximately 83% of the
outstanding shares of Resources Common Stock) by means of a tax-free
distribution (the 'Spin-Off'). The Merger Agreement (as defined herein) provides
that UP will not effect the Spin-Off until after the consummation of the Merger
(as defined herein) or termination of the Merger Agreement. No assurance can be
given that a favorable tax ruling will be obtained. Even if a favorable IRS
ruling is obtained, there can be no assurance that the Spin-Off will occur. See
'THE COMPANIES--Resources Spin-Off.' The principal executive office of Resources
is 801 Cherry Street, Fort Worth, Texas 76101, telephone number (817) 877-6000.
 
                                       6

                                   THE MERGER
 
  General
 
     The Board of Directors of SP has unanimously approved an Agreement and Plan
of Merger, dated as of August 3, 1995 (the 'Merger Agreement'), by and among UP,
UP Acquisition Corporation, a Delaware corporation and a direct wholly owned
subsidiary of UPRR and an indirect wholly owned subsidiary of UP ('UP
Acquisition'), UPRR and SP. Subject to the satisfaction or waiver (where
permissible) of certain conditions, UP will acquire SP through the merger of SP
with and into UPRR (the 'Merger'). As a result of the Merger, the separate
corporate existence of SP will cease and UPRR will be the surviving corporation
(the 'Surviving Corporation').
 
     If the Merger is consummated, each share of common stock, par value $.001
per share, of SP (each, a 'Share') (other than treasury stock and Shares that
are owned by UP, UP Acquisition, UPRR or any other direct or indirect wholly
owned subsidiary of UP, which Shares will be cancelled and retired) at the
Effective Time (as defined herein) shall be converted, at the election of each
stockholder, subject to proration and the limitations described herein, into the
right to receive (i) .4065 shares of common stock of UP (the 'UP Common Stock'),
par value $2.50 per share (the 'Stock Consideration'), (ii) $25.00 in cash,
without interest thereon (the 'Cash Consideration' and, together with the Stock
Consideration, the 'Merger Consideration') or (iii) a combination thereof.
 
     The aggregate number of Shares to be converted into the right to receive UP
Common Stock in the Merger pursuant to the Merger Agreement will be equal as

nearly as practicable to 60% of all outstanding Shares at the time of the
Merger; and the aggregate number of Shares to be converted into the right to
receive the Cash Consideration in the Merger pursuant to the Merger Agreement,
together with the Acquired Shares (as defined herein), will be equal as nearly
as practicable to 40% of all outstanding Shares at the time of the Merger.
Accordingly, of the Shares outstanding immediately prior to the Merger (other
than the Acquired Shares), 20% of such Shares will be acquired for cash and 80%
of such Shares will be acquired in exchange for shares of UP Common Stock. See
'THE MERGER--Election Procedures' and 'THE MERGER AGREEMENT--Conversion of
Shares.' On December   , 1995, the closing price of UP Common Stock on the New
York Stock Exchange, Inc. ('NYSE') was $[     ] per share. Accordingly, the
market value of .4065 shares of UP Common Stock, based on such closing price,
was $[     ]. THE MARKET VALUE OF THE UP COMMON STOCK AFTER THE EFFECTIVE TIME
(AS DEFINED HEREIN) WILL, AMONG OTHER THINGS, DEPEND UPON, AND IS EXPECTED TO
FLUCTUATE WITH, THE PERFORMANCE OF UP, WHETHER OR NOT THE SPIN-OFF OCCURS,
CONDITIONS (ECONOMIC OR OTHERWISE) AFFECTING THE RAILROAD, TRUCKING AND OIL AND
GAS INDUSTRIES, AND MARKET CONDITIONS AND OTHER FACTORS THAT GENERALLY INFLUENCE
PRICES OF SECURITIES. MOREOVER, THERE CAN BE NO ASSURANCE THAT AT OR AFTER THE
EFFECTIVE TIME THE MARKET VALUE OF THE STOCK CONSIDERATION AND THE CASH
CONSIDERATION TO BE RECEIVED IN THE MERGER WILL BE EQUAL. BECAUSE THE TAX
CONSEQUENCES OF RECEIVING CASH OR UP COMMON STOCK WILL DIFFER, SP STOCKHOLDERS
ARE URGED TO READ CAREFULLY THE INFORMATION SET FORTH UNDER THE CAPTION 'THE
MERGER--CERTAIN FEDERAL INCOME TAX CONSEQUENCES.'
 
  Votes Required; Principal Stockholders
 
     The affirmative vote of a majority of the outstanding Shares on the Record
Date (as defined herein) is required to approve and adopt the Merger Agreement.
Each Share is entitled to one vote on each matter on which the respective
holders of such Shares are entitled to vote.
 
     As of the Record Date, directors and executive officers of SP and their
affiliates were beneficial owners of an aggregate of [       ] Shares
(approximately [  ]% of the Shares then outstanding). The directors and
executive officers of SP have indicated that they intend to vote their Shares in
favor of approval and adoption of the Merger Agreement. Pursuant to shareholders
agreements between UP and certain holders of Shares, who as of the Record Date
owned in the aggregate approximately [31.1]% of all outstanding Shares, such
shareholders have agreed, among other things, to vote all Shares beneficially
owned by them in favor of approval and adoption of the Merger Agreement and have
granted UP irrevocable proxies to vote such Shares in favor of approval and
adoption of the Merger Agreement. See 'SHAREHOLDERS AGREEMENTS.'
 
     Pursuant to the Voting Trust Agreement (as defined herein), the Trustee (as
defined herein) thereunder is required to vote in favor of the approval and
adoption of the Merger Agreement all of the 39,034,471 Shares (representing
approximately 25% of the outstanding Shares) acquired by UP Acquisition (the
'Acquired Shares') pursuant to its tender offer (the 'Offer'), dated August 9,
1995, to purchase up to 39,034,471 Shares,
 
                                       7

which Shares are presently held in the voting trust (the 'Voting Trust'). See
'VOTING TRUST AGREEMENT.'

     BECAUSE CERTAIN SUBSTANTIAL HOLDERS OF COMMON STOCK HAVE AGREED, AS
DESCRIBED ABOVE, TO VOTE ALL OF THEIR SHARES (REPRESENTING APPROXIMATELY [31.1]%
OF THE OUTSTANDING SHARES) IN FAVOR OF THE MERGER AND HAVE GRANTED UP
IRREVOCABLE PROXIES TO VOTE SUCH SHARES IN FAVOR OF THE MERGER, AND BECAUSE THE
TRUSTEE OF THE VOTING TRUST IS REQUIRED TO VOTE ALL OF THE ACQUIRED SHARES
DEPOSITED THEREIN (REPRESENTING 25% OF THE OUTSTANDING SHARES) IN FAVOR OF THE
MERGER, A VOTE IN FAVOR OF THE APPROVAL AND ADOPTION OF THE MERGER AGREEMENT IS
ASSURED WITHOUT THE VOTE OF ANY OTHER HOLDER OF SHARES. SEE 'THE SPECIAL
MEETING--VOTES REQUIRED; PRINCIPAL STOCKHOLDERS.'
 
RECOMMENDATION OF THE SP BOARD OF DIRECTORS
 
     The Board of Directors of SP has unanimously determined that the terms of
the Merger are fair to, and in the best interests of, SP and its stockholders
and has unanimously approved the Merger Agreement and the transactions
contemplated thereby and recommends approval and adoption thereof by the
stockholders of SP. See 'THE MERGER--Recommendation of the SP Board of
Directors; Reasons for the Merger.' Neither SP nor the SP Board of Directors
makes any recommendation as to whether stockholders should elect to receive the
Cash Consideration or the Stock Consideration in the Merger. Each stockholder
must make his or her own decision with respect to such election.
 
OPINION OF SP'S FINANCIAL ADVISOR
 
     Morgan Stanley & Co. Incorporated ('Morgan Stanley'), financial advisor to
SP, has delivered its written opinion to the Board of Directors of SP, dated
August 3, 1995, to the effect that the consideration of $25.00 per Share in cash
for up to 39,034,471 Shares to be acquired pursuant to the Offer (the 'Offer
Consideration') and the Merger Consideration to be received by the holders of
Shares pursuant to the Offer and the Merger, taken together, is fair from a
financial point of view to such holders. The full text of Morgan Stanley's
opinion, which sets forth, among other things, assumptions made, procedures
followed, matters considered and limitations on the review undertaken, is
attached as Annex C to this Joint Proxy Statement/Prospectus and is incorporated
herein by reference. Morgan Stanley Leveraged Equity Fund II, L.P., a Delaware
limited partnership ('MSLEF'), is an affiliate of Morgan Stanley and is one of
the shareholders who have entered into a Shareholder Agreement with UP. See
'--Interests of Certain Persons--Certain Other Matters,' 'THE MERGER--Opinion of
SP's Financial Advisor,' '--Interests of Certain Persons,' 'SHAREHOLDERS
AGREEMENTS--MSLEF Shareholder Agreement' and Annex C.
 
INTERESTS OF CERTAIN PERSONS
 
  Directorships and Officerships; Matters Related to Mr. Anschutz.
 
     Pursuant to a Shareholders Agreement (the 'Anschutz Shareholders
Agreement'), dated as of August 3, 1995, by and among UP, UP Acquisition, The
Anschutz Corporation, a Kansas corporation ('TAC'), Anschutz Foundation, a
Colorado not-for-profit corporation (the 'Foundation'), and Mr. Philip F.
Anschutz ('Mr. Anschutz' and, collectively with TAC and the Foundation, the
'Anschutz Shareholders'), the Anschutz Shareholders have agreed, among other
things, to vote all Shares beneficially owned by them in favor of the Merger and
to comply with certain 'standstill' agreements and restrictions on dispositions

of Shares to be received in the Merger. In addition, pursuant to a Shareholders
Agreement (the 'Anschutz/Resources Shareholders Agreement'), dated as of August
3, 1995, by and among Resources and the Anschutz Shareholders, the Anschutz
Shareholders have agreed, among other things, to comply with certain
'standstill' agreements and restrictions on dispositions of shares of Resources
Common Stock to be received in the Spin-Off.
 
     The Anschutz Shareholders Agreement also provides that, after the Effective
Time, the Board of Directors of UP will elect Mr. Anschutz, or another designee
of Mr. Anschutz reasonably acceptable to UP, as a director of UP's Board of
Directors and, if Mr. Anschutz is the designee, will appoint Mr. Anschutz as
Vice Chairman of the Board. Resources has agreed, pursuant to the
Anschutz/Resources Shareholders Agreement, to cause a designee of TAC (other
than Mr. Anschutz or persons with certain relationships to TAC) to be appointed
as a director of Resources' Board of Directors on or prior to the consummation
of the Spin-Off. See 'SHAREHOLDERS AGREEMENTS--Anschutz Shareholders Agreement'
and 'Anschutz/Resources Shareholders Agreement.'
 
                                       8

  Registration Rights
 
     TAC and the Foundation have been granted certain demand and 'piggy-back'
registration rights in respect of any disposition by them of the UP Common Stock
and Resources Common Stock to be acquired in the Merger and the Spin-Off,
respectively. The registration rights granted by UP and Resources to TAC and the
Foundation are substantially the same as the rights held by TAC and the
Foundation with respect to the Shares owned by them. All expenses associated
with the registration of UP Common Stock and Resources Common Stock pursuant to
the exercise of demand or piggy-back registration rights will be borne by UP and
Resources, respectively, with the exception of underwriting discounts and
commissions and any expenses of TAC and the Foundation in connection with such
registration. In addition, each of UP and Resources has agreed to provide, under
certain circumstances, indemnification in favor of TAC and the Foundation with
respect to information contained in a registration statement filed pursuant to
such registration rights (except for information provided by TAC or the
Foundation). Similarly, TAC and the Foundation have agreed to provide, under
certain circumstances, indemnification in favor of UP or Resources, as the case
may be, with respect to information furnished by them to UP or Resources, as the
case may be, for use in a registration statement filed pursuant to such
registration rights. See 'REGISTRATION RIGHTS AGREEMENTS.'
 
  Resources' Relationship with the Anschutz Shareholders
 
     As a result of the Merger and the Spin-Off, it is possible that the
Anschutz Shareholders may become significant shareholders in Resources
immediately after the Spin-Off. The size of the Anschutz Shareholders' holdings
of Resources Common Stock and the presence of a designee of the Anschutz
Shareholders elected to the Board of Directors of Resources may influence the
management and policies of Resources. Resources competes with TAC, an Anschutz
Shareholder engaged in oil and gas activities, in Colorado, Wyoming, Utah, the
Gulf of Mexico, southern Louisiana and southern Texas, and, accordingly, certain
conflicts of interest between Resources and the Anschutz Shareholders may arise
in the future relating to their past and ongoing relationship. Such conflicts

may arise in connection with Resources' efforts to acquire producing properties
and companies, pursue farm-ins and other exploration agreements and hire and
retain skilled industry personnel. In addition, Resources has been involved in
significant litigation with the Anschutz Shareholders, including TAC, and is
currently a party to pending arbitration. See 'THE MERGER--Interests of Certain
Persons.'
 
  Existing Employment Agreements
 
     SP maintains employment agreements with a number of executives, including
Messrs. Davis, Starzel, Orris, Harvey, Matthews, Parsons and Galardi. These
agreements provide, among other things, for the payment of certain severance and
other benefits upon certain qualifying terminations of the employment of such
officers. SP will be obligated to make certain payments to each of Messrs.
Davis, Starzel, Orris, Harvey, Matthews, Parsons and Galardi in the event that
such person is terminated by SP other than for cause or, with the exception of
Mr. Parsons, such person resigns following certain changes in his employment
status. The existing employment agreements with Messrs. Davis, Starzel, Matthews
and Parsons provide for certain home purchase loans (respectively in the amounts
of $600,000, $       , $300,000 plus the balance of Mr. Matthews' San Francisco
residence loan and $350,000) that are interest free during employment. If the
employment of Messrs. Davis, Starzel or Matthews is terminated by SP other than
for cause, the remaining balance of the respective loan will be forgiven.
 
  Existing Employment and Benefit Arrangements
 
     The Merger Agreement provides that UP shall cause the Surviving Corporation
and its subsidiaries to honor and assume the existing SP employment agreements,
supplemental executive retirement agreements and stock bonus agreements,
including those described above for the named executive officers. See 'THE
MERGER--Interests of Certain Persons.'
 
  Management Continuity Plan
 
     Pursuant to the Merger Agreement, SP and its subsidiaries have established
a Management Continuity Plan (the 'MCP') that provides for up to two payments to
certain non-union employees of SP or its subsidiaries based upon their continued
employment and performance for a specific period. The Merger Agreement provides
that SP may make MCP awards in an aggregate amount of up to $15,700,000, and
also provides that the maximum amount payable under the MCP will not exceed
$1,400,000 and $900,000 for Messrs. Davis and Orris,
 
                                       9

respectively, and $700,000 for each of Messrs. Starzel, Harvey, Matthews and
Parsons. See 'THE MERGER--Interests of Certain Persons.'
 
  Equity Incentive Plan
 
     Pursuant to the Merger Agreement, the compensation committee of SP's Board
of Directors administering the Southern Pacific Rail Corporation Equity
Incentive Plan (the 'SP EIP') adopted resolutions to assure that no holder of an
outstanding award under the SP EIP with respect to which Shares might otherwise
be issued at or after the Effective Time will have any right to receive equity

securities of SP, the Surviving Corporation or any subsidiary of SP at or after
the Effective Time. See 'THE MERGER--Interests of Certain Persons.'
 
  Severance Arrangements
 
     In addition to the severance arrangements provided under the individual
employment agreements and SP's existing severance plan, SP and its subsidiaries,
pursuant to the Merger Agreement, established an enhanced severance program (the
'Enhanced Severance Program') to provide certain additional severance amounts to
certain terminated, non-union employees who become entitled to severance
pursuant to either the existing severance plan, the substantially identical
plans to be established for certain subsidiaries which do not currently have a
severance plan, or the individual employment agreements which provide severance
benefits. The Merger Agreement provides that the Enhanced Severance Program plus
all severance otherwise payable may provide aggregate benefits not in excess of
$22,000,000 to all employees covered by the Enhanced Severance Program, and also
provides that the total amount of severance benefits that may be paid to Messrs.
Davis, Orris, Starzel, Harvey, Matthews and Parsons (excluding certain
miscellaneous items) will not exceed $1,600,000, $1,350,000, $1,050,000,
$1,050,000, $1,050,000 and $1,020,833, respectively. See 'THE MERGER--Interests
of Certain Persons.'
 
  Certain Other Matters
 
     MSLEF, a substantial stockholder of SP and a party to a Shareholder
Agreement with UP, is an affiliate of Morgan Stanley, financial advisor to SP.
Both Morgan Stanley and MSLEF's sole general partner, Morgan Stanley Leveraged
Equity Fund II, Inc. ('MSLEF II'), are wholly-owned subsidiaries of Morgan
Stanley Group Inc. Mr. Frank V. Sica, a member of the Board of Directors of SP
since October 1989, is a Managing Director of Morgan Stanley and a Vice Chairman
and Director of MSLEF II. As of August 3, 1995, MSLEF owned 13,341,580 Shares,
representing approximately 8.5% of the then outstanding Shares.
Shares representing approximately   % of the outstanding Shares were sold by
MSLEF in the Offer. Pursuant to the MSLEF Shareholder Agreement, MSLEF has
agreed, among other things, to vote all Shares beneficially owned by it in favor
of approval and adoption of the Merger. Morgan Stanley participated in the
underwriting syndicate for the IPO, but not as a lead or co-lead underwriter,
for the IPO. Since January 1, 1991, Morgan Stanley, as financial advisor to SP,
has received aggregate fees and underwriting discounts of more than $28 million
from SP. Morgan Stanley will be entitled to advisory and transaction fees for
services to SP in connection with the Merger. Morgan Stanley is entitled to an
advisory fee for its time and efforts on the engagement and an announcement fee
aggregating $4 million, of which $2 million became payable on August 3, 1995 and
the remaining $2 million will be payable upon stockholder approval of the
Merger. SP has also agreed to pay Morgan Stanley a transaction fee equal to the
lesser of (x) $16 million and (y) 0.425% of the aggregate value of the
Consideration. Although Morgan Stanley's actual fee will depend upon the price
of UP Common Stock at the Effective Time, based upon the $[     ] per share
closing price of UP Common Stock on December [  ], 1995, the aggregate value of
the Consideration would have been approximately $[   ] billion and Morgan
Stanley's transaction fee would have been approximately $[16] million. Any
amounts paid or payable to Morgan Stanley as advisory fees or announcement fees
will be credited against the transaction fee. See 'THE MERGER--Opinion of SP's
Financial Advisor,' '--Interests of Certain Persons' and 'SHAREHOLDERS

AGREEMENTS.'
 
  Indemnification
 
     Pursuant to the terms of the Merger Agreement, UP has agreed that at all
times after the Effective Time, it will indemnify, or will cause the Surviving
Corporation and its subsidiaries to indemnify, each director, officer, employee
or agent of SP (an 'Indemnified Party') to the same extent and in the same
manner as is now provided in the respective charters or by-laws of SP and the
subsidiaries of SP or otherwise in effect on the date of the Merger Agreement,
with respect to any claim, liability, loss, damage, cost or expense (whenever
asserted or claimed) ('Indemnified Liability') based in whole or in part on, or
arising in whole or in part out of, any matter existing or occurring at or prior
to the Effective Time. See 'THE MERGER--Interests of Certain Persons.'
 
                                       10

MERGER CONSIDERATION
 
     If the Merger is consummated, each Share (other than Shares that are owned
by SP as treasury stock and any Shares owned by UP, UP Acquisition, UPRR or any
other direct or indirect wholly owned subsidiary of UP, which Shares will be
cancelled and retired) shall at the Effective Time be converted, at the election
of the holder, subject to proration and the limitations described below, into
the right to receive (i) the Stock Consideration, (ii) the Cash Consideration or
(iii) a combination thereof.
 
     The aggregate number of Shares to be converted into the right to receive
the Stock Consideration in the Merger pursuant to the Merger Agreement will be
equal as nearly as practicable to 60% of all outstanding Shares at the time of
the Merger; and the aggregate number of Shares to be converted into the right to
receive the Cash Consideration in the Merger pursuant to the Merger Agreement,
together with the Acquired Shares, will be equal as nearly as practicable to 40%
of all outstanding Shares at the time of the Merger. Accordingly, of the Shares
outstanding immediately prior to the Merger (other than the Acquired Shares),
20% of such Shares will be acquired for cash and 80% of such Shares will be
acquired in exchange for shares of UP Common Stock. See 'THE MERGER--Election
Procedures' and 'THE MERGER AGREEMENT--Conversion of Shares.'
 
  Effective Time
 
     The Merger will become effective upon the date (the 'Effective Time') on
which a certificate of merger (the 'Certificate of Merger') and articles of
merger (the 'Articles of Merger'), each with respect to the Merger, have been
duly filed with the Secretary of State of the State of Delaware and the Division
of Corporations and Commercial Code of the State of Utah, respectively, or at
such time as is agreed upon by the parties and specified in the Certificate of
Merger and Articles of Merger.
 
  Conditions to the Merger
 
     The obligations of UP and SP to consummate the Merger are subject to the
satisfaction or waiver (where permissible) of various conditions, including,
among others, the approval (without certain conditions) of the Merger by the

Interstate Commerce Commission ('ICC') and the absence of any order or other
legal restraint or prohibition preventing the consummation of the Merger. Under
existing law, the ICC is generally required to enter a final order with respect
to the ICC Application (as defined herein) within approximately 31 months after
such application is filed; however, the ICC has adopted a procedural schedule
under which it will render a final decision 255 days after the application is
filed. It is currently estimated that the ICC Application will be filed on
November 30, 1995. THERE IS NO ASSURANCE THAT ICC APPROVAL WILL BE OBTAINED OR
OBTAINED ON TERMS THAT WOULD SATISFY THE CONDITION CONTAINED IN THE MERGER
AGREEMENT. IN ADDITION, THERE IS NO ASSURANCE THAT ICC APPROVAL WILL BE OBTAINED
BY ANY CERTAIN DATE. See 'OTHER LEGAL MATTERS--REGULATORY APPROVAL--ICC
Approval' and 'MERGER AGREEMENT--Conditions to the Merger.'
 
  Election Procedures
 
     Each holder of Shares (other than Shares owned by SP as treasury stock and
Shares owned by UP, UP Acquisition, UPRR or any other direct or indirect wholly
owned subsidiary of UP, which Shares will be cancelled and retired at the
Effective Time) has the right, subject to proration and the limitations
described below, to elect to receive (an 'Election'):
 
          (i) the Stock Consideration (the 'Stock Election');
 
          (ii) the Cash Consideration of $25.00 per Share (the 'Cash Election');
     or
 
          (iii) a combination thereof.
 
     The purpose of the election procedure is to permit holders of Shares to
express their preferences for the type of consideration they wish to receive in
the Merger, provided that a number of Shares (together with the Acquired Shares)
as nearly as practicable equal to 40% of the outstanding Shares be converted
into the right to receive the Cash Consideration, and a number of Shares as
nearly as practicable equal to 60% of the outstanding Shares be converted into
the Stock Consideration. On December [  ], 1995, the closing price of UP Common
Stock on the NYSE was $[     ] per share. Accordingly, the market value of .4065
shares of UP Common Stock, based on such closing price, was $[     ]. SP
STOCKHOLDERS ARE NOT BEING ASKED TO MAKE AN ELECTION AT THIS TIME. SP
STOCKHOLDERS WILL BE FURNISHED WITH A FORM OF ELECTION (AS DEFINED HEREIN) TO
MAKE THEIR ELECTION PRIOR TO CONSUMMATION OF THE MERGER.
 
     THE MARKET VALUE OF THE UP COMMON STOCK AFTER THE EFFECTIVE TIME WILL,
AMONG OTHER THINGS, DEPEND UPON, AND IS EXPECTED TO FLUCTUATE WITH, THE
 
                                       11

PERFORMANCE OF UP, WHETHER OR NOT THE SPIN-OFF OCCURS, CONDITIONS (ECONOMIC OR
OTHERWISE) AFFECTING THE RAILROAD, TRUCKING AND OIL AND GAS INDUSTRIES AND
MARKET CONDITIONS AND OTHER FACTORS THAT GENERALLY INFLUENCE PRICES OF
SECURITIES.
 
     MOREOVER, THERE CAN BE NO ASSURANCE THAT AT OR AFTER THE EFFECTIVE TIME THE
MARKET VALUE OF THE STOCK CONSIDERATION AND THE CASH CONSIDERATION TO BE
RECEIVED IN THE MERGER WILL BE EQUAL. BECAUSE THE TAX CONSEQUENCES OF RECEIVING

CASH OR UP COMMON STOCK WILL DIFFER, SP STOCKHOLDERS ARE URGED TO READ CAREFULLY
THE INFORMATION SET FORTH UNDER THE CAPTION 'THE MERGER--CERTAIN FEDERAL INCOME
TAX CONSEQUENCES.'
 
     ALTHOUGH THERE CAN BE NO ASSURANCE THAT A HOLDER OF SHARES WILL RECEIVE THE
CONSIDERATION THAT HE OR SHE ELECTS AS TO ALL OF HIS OR HER SHARES, A HOLDER OF
SHARES HAVING A PREFERENCE AS TO THE FORM OF CONSIDERATION TO BE RECEIVED FOR
HIS OR HER SHARES SHOULD MAKE AN ELECTION, BECAUSE SHARES AS TO WHICH AN
ELECTION HAS BEEN MADE WILL BE GIVEN PRIORITY IN ALLOCATING SUCH CONSIDERATION
OVER SHARES AS TO WHICH NO ELECTION IS RECEIVED.
 
     For further important information concerning the election and allocation
procedures, see 'THE MERGER--Election Procedures' and 'MERGER
AGREEMENT--Conversion of Shares.'
 
  Certain Federal Income Tax Consequences
 
     The Offer and the Merger should be treated as a single integrated
transaction for federal income tax purposes. Consequently, the Offer and the
Merger should, in the aggregate, qualify as a reorganization pursuant to
Sections 368(a)(1)(A) and 368 (a)(2)(D) of the Internal Revenue Code of 1986, as
amended (the 'Code'). In such event, generally (i) UP, UPRR, UP Acquisition and
SP will not recognize any gain or loss pursuant to the Offer and the Merger,
(ii) a stockholder of SP who receives solely cash in exchange for Shares
pursuant to the Offer and/or the Merger will recognize gain or loss, (iii) a
stockholder of SP who did not exchange any Shares pursuant to the Offer and who
receives solely UP Common Stock in exchange for Shares pursuant to the Merger
will not recognize any gain or loss (except with respect to cash received in
lieu of fractional shares), and (iv) a stockholder of SP who receives a
combination of cash and UP Common Stock in exchange for such stockholder's
Shares pursuant to the Offer and/or the Merger will not recognize loss but will
recognize gain, if any, to the extent of the cash received. If the Offer and the
Merger are treated as integrated, the federal income tax consequences to a
stockholder of SP may be, depending on such stockholder's particular
circumstances, less favorable than the federal income tax consequences to such
stockholder if the Offer and the Merger are not treated as integrated.
 
     Alternatively, if the Offer and the Merger were treated as separate
transactions for federal income tax purposes, the receipt of cash by a
stockholder of SP pursuant to the Offer would be a taxable sale, while the
Merger should still qualify as a reorganization pursuant to Sections
368(a)(1)(A) and 368(a)(2)(D) of the Code.
 
     THE TAX CONSEQUENCES DISCUSSED ABOVE MAY NOT APPLY TO CERTAIN CATEGORIES OF
STOCKHOLDERS SUBJECT TO SPECIAL TREATMENT UNDER THE CODE, SUCH AS FOREIGN
STOCKHOLDERS OF SP AND STOCKHOLDERS OF SP WHOSE SHARES WERE ACQUIRED AS
COMPENSATION. STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO
DETERMINE THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE OFFER AND THE MERGER,
INCLUDING ANY FEDERAL, STATE, LOCAL OR OTHER TAX CONSEQUENCES (INCLUDING ANY TAX
RETURN FILING OR OTHER TAX REPORTING REQUIREMENTS) OF THE OFFER AND THE MERGER.
See 'THE MERGER--Certain Federal Income Tax Consequences.'
 
  Absence of Dissenters' Rights

     In accordance with the United States Supreme Court decision, Schwabacher v.
United States, 334 U.S. 192 (1948), stockholders of SP will not have any
dissenters' rights under state law, unless the ICC (or any successor agency) or
a court of competent jurisdiction determines that state-law dissenters' rights
are available to holders of Shares. See 'THE MERGER--Absence of Dissenters'
Rights' and 'COMPARISON OF THE RIGHTS OF STOCKHOLDERS OF SP AND UP UNDER UTAH
AND DELAWARE LAW--Dissenters' Rights.'
 
                                       12

VOTING TRUST AGREEMENT
 
     Certain activities of subsidiaries of UP and SP are regulated by the ICC.
ICC approval or exemption is required for, among other things, UP Acquisition's
acquisition of control of SP. UP Acquisition has deposited the Acquired Shares
purchased pursuant to the Offer into the Voting Trust in order to ensure that UP
and its affiliates do not acquire or directly or indirectly exercise control
over SP and its affiliates prior to obtaining necessary ICC approvals or
exemptions.
 
     On August 24, 1995, counsel for UP received an informal written opinion
from the staff of the ICC authorizing the use of the Voting Trust to hold Shares
acquired in the Offer. On September 7, 1995, UP Acquisition accepted the
Acquired Shares for purchase in the Offer and simultaneously deposited such
Shares in the Voting Trust. See 'VOTING TRUST AGREEMENT.'
 
     Pursuant to a Voting Trust Agreement (the 'Voting Trust Agreement'), dated
as of August 3, 1995, by and among UP, UP Acquisition and Southwest Bank of St.
Louis, a Missouri banking corporation (the 'Trustee'), the Trustee is required
to vote the Acquired Shares in favor of the approval and adoption of the Merger
Agreement, in favor of any proposal necessary to effectuate UP's acquisition of
SP pursuant to the Merger Agreement, and, so long as the Merger Agreement is in
effect, subject to certain exceptions, against any other proposed merger,
business combination or similar transaction involving SP. See 'VOTING TRUST
AGREEMENT.'
 
                    COMPARATIVE MARKET PRICES AND DIVIDENDS
 
     Each of the UP Common Stock and the Shares is listed and principally traded
on the NYSE. The following table sets forth the high and low sale prices for
each of the UP Common Stock and the Shares on the NYSE Composite Tape and
dividends paid per share with respect to the UP Common Stock for the periods
indicated as reported in published financial sources. No dividends have been
paid with respect to the Shares since SP's initial public offering in 1993.

                                                   UP
                                              COMMON STOCK
                                 ---------------------------------------
                                                               DIVIDENDS            THE SHARES*
                                                               PAID PER      -------------------------
                                    HIGH           LOW           SHARE          HIGH           LOW
                                 ----------     ----------     ---------     ----------     ----------

1993
  First Quarter...............   $   62 3/8     $   56 7/8       $ .37               --             --
  Second Quarter..............       65 3/4         58 3/4         .37               --             --
  Third Quarter...............           67         58 3/8         .40       $   16 3/4**   $   14 1/4**
  Fourth Quarter..............       64 7/8         57 7/8         .40           21 3/8         15 1/4
1994
  First Quarter...............   $   67 1/8     $   55 1/2       $ .40       $   24 3/8     $   18 5/8
  Second Quarter..............       59 3/4         55 3/8         .40           23 3/4         19 1/8
  Third Quarter...............       60 1/8         52 3/4         .43           21 3/4         18 3/8
  Fourth Quarter..............       53 3/4         43 3/4         .43           19 7/8         16 5/8
1995
  First Quarter...............   $   56 1/8     $   45 5/8       $ .43       $   19 7/8     $       16
  Second Quarter..............       56 3/4         51 3/4         .43               19         14 1/2
  Third Quarter...............       69 1/2         55 1/8         .43           25 1/4         15 7/8
  Fourth Quarter (through
     December   , 1995).......

- ------------------
 * SP has not paid a dividend with respect to the Shares since public trading
began.
** Public trading in the Shares began on August 10, 1993.
 
                                       13

     On August 2, 1995, the last full trading day prior to the joint public
announcement of the proposed Merger, the last sale prices reported for UP Common
Stock and the Shares on the NYSE Composite Tape were $64 3/8 per share and
$19 5/8 per Share, respectively. On December [  ], 1995, the last full trading
day for which information was available prior to the printing and mailing of
this Joint Proxy Statement/Prospectus, the last sale prices reported for UP
Common Stock and the Shares on the NYSE Composite Tape were $     per share and
$             per Share, respectively.
 
     STOCKHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THEIR
SHARES AND THE UP COMMON STOCK.
 
     IT IS A CONDITION TO SP'S OBLIGATION TO CONSUMMATE THE MERGER THAT THE
SHARES OF UP COMMON STOCK TO BE ISSUED PURSUANT TO THIS JOINT PROXY
STATEMENT/PROSPECTUS SHALL HAVE BEEN APPROVED FOR LISTING ON THE NYSE SUBJECT TO
OFFICIAL NOTICE OF ISSUANCE. SEE 'THE MERGER AGREEMENT--CONDITIONS TO THE
MERGER.'
 
                   OTHER LEGAL MATTERS; REGULATORY APPROVALS
 
Antitrust
 
     The notice and waiting period requirements of the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the 'HSR Act'), do not apply to
the affiliation of UP's and SP's ICC-regulated railroad operations, provided
that information and documentary material filed with the ICC in connection with

the seeking of ICC approval of the affiliation of such operations are
contemporaneously filed with the Antitrust Division of the Department of Justice
and the Federal Trade Commission (the 'FTC'). Counsel for UP has been advised by
the Premerger Notification Office of the FTC that the Offer and the Merger are
exempt from the HSR Act.
 
Acquisition of Control
 
     On or before December 1, 1995, UP, SP and various of their affiliates plan
to file an application with the ICC (the 'ICC Application') seeking approval of
the ICC for the acquisition of control over SP and its affiliates by UP and its
affiliates, the Merger, and related transactions. Under applicable law and
regulations, the ICC will hold a public hearing on such application, unless it
determines that a public hearing is not necessary in the public interest.
Pending receipt of the ICC approval, it is expected that the business and
operations of SP will be conducted in the usual and ordinary course of business,
and SP's employees and management will continue in their present positions.
Approval of the Merger by the ICC (without certain conditions) is a condition to
the consummation of the Merger. See 'OTHER LEGAL MATTERS; REGULATORY
APPROVAL--ICC Approval' and 'THE MERGER AGREEMENT--Conditions to the Merger.'
 
                              THE SPECIAL MEETING
 
  Special Meeting
 
     This Joint Proxy Statement/Prospectus is being furnished in connection with
the solicitation of proxies by SP's Board of Directors for use at a special
meeting of SP stockholders to be held at [                        ], San
Francisco, California, on January [  ], 1996 at           a.m., local time (the
'Special Meeting'). The purpose of the Special Meeting is to consider and vote
upon the approval and adoption of the Merger Agreement.
 
     THE BOARD OF DIRECTORS OF SP HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT
AND RECOMMENDS THAT ITS STOCKHOLDERS VOTE FOR THE APPROVAL AND ADOPTION OF THE
MERGER AGREEMENT.
 
     Neither SP nor your Board of Directors makes any recommendation as to
whether stockholders should elect to receive the Cash Consideration or the Stock
Consideration in the Merger. Each stockholder must make his or her own decision
with respect to such election.
 
                                       14

  Record Date
 
     The Board of Directors of SP has fixed the close of business on December
[  ], 1995 as the record date (the 'Record Date') for the determination of
stockholders of SP entitled to notice of, and to vote at, the Special Meeting.
Only holders of record of the Shares on the Record Date are entitled to vote.
 
  Matter to be Considered at the Special Meeting
 
     At the Special Meeting, the stockholders of SP will consider and vote upon
a proposal to approve and adopt the Merger Agreement. The Merger Agreement

provides for, among other things, the Merger of SP with and into UPRR. See 'THE
SPECIAL MEETING--Purpose of the Special Meeting.'
 
         SELECTED HISTORICAL CONSOLIDATED AND PRO FORMA FINANCIAL DATA
 
     The following summary sets forth certain unaudited historical consolidated
financial data, restated UP historical financial data to reflect Resources as
discontinued operations and selected unaudited pro forma financial data. This
financial data should be read in conjunction with the historical consolidated
financial data, including the notes thereto, which are incorporated herein by
reference, and in conjunction with the unaudited pro forma financial statements
and related notes thereto included elsewhere in this Joint Proxy
Statement/Prospectus. See 'INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE,'
'AVAILABLE INFORMATION,' 'UNAUDITED PRO FORMA FINANCIAL STATEMENTS OF UP AND
SP,' 'UNAUDITED RESTATED FINANCIAL STATEMENTS OF UP' and 'UNAUDITED PRO FORMA
FINANCIAL STATEMENTS OF RESOURCES.'
 
                                       15

                SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
                           UNION PACIFIC CORPORATION
                            (HISTORICAL AS RESTATED)
                       SOUTHERN PACIFIC RAIL CORPORATION
                                  (HISTORICAL)
                       SELECTED HISTORICAL FINANCIAL DATA
 
     The following tables set forth certain selected historical financial data
of UP and SP for each of the last five years and selected unaudited historical
financial data for the nine months ended September 30, 1995 and 1994. The
selected historical financial data for the last five years has been derived from
the audited historical financial statements of UP and SP and should be read in
conjunction with such information. The nine month information is derived from
the unaudited books and records of both UP and SP and include, in the opinion of
the management of each company, all adjustments necessary to present fairly the
information for each period. Such adjustments include only normal recurring
adjustments. Such data is not necessarily indicative of an entire year's results
or future operating results. All historical financial data for UP has been
restated to present Resources as a discontinued operation (see Note 3).
 
      SELECTED HISTORICAL FINANCIAL DATA FOR UNION PACIFIC CORPORATION(3)
                    (In millions, except per share amounts)

                                   AT OR FOR THE
                                 NINE MONTHS ENDED
                                   SEPTEMBER 30,              AT OR FOR THE YEAR ENDED DECEMBER 31,
                                 ------------------    ---------------------------------------------------
                                 1995(1)     1994       1994       1993       1992      1991(2)     1990
                                 -------    -------    -------    -------    -------    -------    -------
                                                                              
INCOME STATEMENT DATA:
Operating revenues............   $ 5,512    $ 4,837    $ 6,465    $ 6,048    $ 5,810    $ 5,687    $ 5,738
Operating income..............       995        931      1,244      1,111      1,079        220        993

Income (loss) from continuing
  operations..................       440        420        568        411        456       (123)       374
Income (loss) from
  discontinued
  operations(3)...............       212       (130)       (22)       235        272        187        244
Cumulative effect of
  accounting changes(4).......        --         --         --       (116)        --         --         --
Net income....................       652        290        546        530        728         64        618
PER SHARE DATA:
Income (loss) from continuing
  operations..................   $  2.14    $  2.04    $  2.76    $  2.00    $  2.24    $ (0.61)   $  1.87
Income (loss) from
  discontinued
  operations(3)...............      1.03      (0.63)     (0.10)      1.14       1.33       0.92       1.22
Cumulative effect of
  accounting changes(4).......        --         --         --      (0.56)        --         --         --
Net income....................      3.17       1.41       2.66       2.58       3.57       0.31       3.09
Book value....................     26.79      23.95      24.96      23.77      22.75      20.61      21.33
Cash dividends declared.......      1.29       1.23       1.66       1.54       1.42       1.31       1.18
BALANCE SHEET DATA:
Total assets..................   $18,702    $14,622    $14,543    $13,797    $13,361    $12,267    $12,082
Total debt....................     7,170      5,232      4,479      4,105      4,035      4,071      4,061
Stockholders' equity..........     5,514      4,924      5,131      4,885      4,639      4,163      4,277

                                       16

    SELECTED HISTORICAL FINANCIAL DATA FOR SOUTHERN PACIFIC RAIL CORPORATION
                    (In millions, except per share amounts)

                                   AT OR FOR THE
                                    NINE MONTHS
                                  ENDED SEPTEMBER
                                        30,               AT OR FOR THE YEAR ENDED DECEMBER 31,
                                 -----------------    ----------------------------------------------
                                  1995       1994      1994      1993      1992      1991      1990
                                 -------    ------    ------    ------    ------    ------    ------
                                                                         
INCOME STATEMENT DATA:
Operating revenues............   $ 2,368    $2,362    $3,143    $2,919    $2,878    $2,786    $2,822
Operating income (loss)(2)....       100       267       346       103       109      (168)      144
Income (loss) from continuing
  operations(5)...............        (6)       97       248       (45)       33      (176)       17
Income (loss) from
  discontinued
  operations..................        --        --        --        --        --        --        --
Cumulative effect of
  accounting
  changes/extraordinary
  item(4).....................        --        (6)       (6)     (104)       --        --        13
Net income (loss).............        (6)       91       242      (149)       33      (176)       30
PER SHARE DATA:

Income (loss) from continuing
  operations..................   $ (0.04)   $ 0.65    $ 1.63    $(0.46)   $ 0.24    $(1.85)   $(0.47)
Income (loss) from
  discontinued
  operations..................        --        --        --        --        --        --        --
Cumulative effect of
  accounting
  changes/extraordinary
  item(4).....................        --     (0.04)    (0.04)    (0.93)       --        --      0.13
Net income (loss).............     (0.04)     0.61      1.59     (1.39)     0.24     (1.85)    (0.34)
Book value....................      6.78      6.04      6.98      2.81     (0.77)    (1.01)     0.91
BALANCE SHEET DATA:
Total assets..................   $ 4,653    $3,890    $4,152    $3,434    $3,205    $3,355    $3,651
Total debt(6).................     1,712     1,329     1,149     1,475     1,329     1,411     1,591
Stockholders' equity
  (deficit)(6)................     1,058       908     1,059       313       (77)     (101)       91

- ------------------
(1) On April 25, 1995, UP completed the acquisition of the 71.6% of CNW's common
    stock not previously owned by UP for $1.2 billion. UP funded the acquisition
    through the issuance of commercial paper, a portion of which UP subsequently
    refinanced with $850 million of notes and debentures. For the year ended
    December 31, 1994, CNW had operating revenues of $1.13 billion, net income
    of $84 million and assets of $2.22 billion.
 
(2) SP recorded a pre-tax special charge of $65 million in 1995, and UP and SP
    recorded pre-tax special charges of $790 million and $260 million,
    respectively, in 1991 related to work force reductions, operational
    consolidation and the sale, lease or abandonment of light density rail
    lines. Included in UP's 1991 income from discontinued operations is an
    additional $80 million of restructuring charges.
 
(3) Resources--On July 27, 1995, UP's Board of Directors approved a formal plan
    to exit its natural resources business. The plan includes an initial public
    offering by Resources (UP's natural resources subsidiary) of up to 17.25
    percent of its outstanding common stock. Following the IPO, subject to the
    receipt of a favorable ruling from the IRS expected in 1996 and the
    satisfaction of certain other conditions, UP intends to distribute the
    remaining common stock of Resources pro rata on a tax-free basis to UP's
    shareholders. Prior years' amounts have been restated to present Resources
    as a discontinued operation.
    Sale of USPCI, Inc. ('USPCI')--At year-end 1994, UP completed the sale of
    USPCI to Laidlaw Inc. ('Laidlaw') for $225 million. The sale resulted in an
    after-tax net loss of $404 million. Amounts for 1994 and prior years have
    been restated to present USPCI as a discontinued operation.
 
(4) In 1994, SP recorded a $6 million after tax charge for the adoption of a new
    Financial Accounting Standards Board's ('FASB') pronouncement covering
    post-employment benefit costs. In 1993, UP and SP adopted the FASB's
    pronouncements covering the recognition of postretirement benefits other
    than pensions and accounting for income taxes, as well as a pro rata method
    of recognizing transportation revenues and

                                       17

    expenses. In 1993, UP and SP recorded after tax charges of $116 million and
    $104 million, respectively, to record the cumulative effect of adopting
    these accounting changes.
 
(5) SP recognized pre-tax gains from real estate sales and transit corridor
    sales of $15 million and $22 million, respectively, in the nine month
    periods ending September 30, 1995 and 1994, and $262 million, $25 million,
    $118 million, $68 million and $71 million, respectively, in the years ended
    December 31, 1994, 1993, 1992, 1991 and 1990. Although these real estate
    sales and transit corridor sales are expected to continue, gains from such
    sales will be substantially reduced once the Merger is completed as a result
    of the book value of such properties being written up to estimated market
    value in purchase accounting. Cash flow from such sales will not be affected
    by the purchase accounting adjustment.
(6) Total debt and stockholders' equity excludes SP's Redeemable Preference
    Stock and Preferred Stock.
 
              SELECTED UNAUDITED SUMMARY PRO FORMA FINANCIAL DATA
 
     The following selected unaudited pro forma financial information for UP and
SP gives effect to the Offer, the Merger, the IPO and Spin-Off and the
acquisition of CNW. The applicable transactions are reflected in the pro forma
combined balance sheet as if they occurred on September 30, 1995 and in the pro
forma combined statements of income as if they occurred at the beginning of the
period presented. The Merger will be accounted for under the purchase method of
accounting. The unaudited pro forma financial statements are prepared for
illustrative purposes only and are not necessarily indicative of the financial
position or results of operations that might have occurred had the applicable
transactions actually taken place on the dates indicated, or of future results
of operations or financial position of the stand alone or combined entities. The
unaudited pro forma financial statements are based on the historical
consolidated financial statements of UP, which have been restated to present
Resources as discontinued operations, SP and CNW and should be read in
conjunction with (i) such historical financial statements and the notes thereto,
which in the case of UP and SP are incorporated by reference in this Joint Proxy
Statement/Prospectus, (ii) the unaudited selected pro forma financial data and
unaudited comparative per share data, including the notes thereto, appearing
elsewhere in this Joint Proxy Statement/Prospectus and (iii) the selected
historical financial data and restated historical UP financial data appearing
elsewhere in this Joint Proxy Statement/Prospectus. See 'UNAUDITED PRO FORMA
FINANCIAL STATEMENTS OF UP AND SP.'

                                                AT OR FOR THE NINE      AT OR FOR THE
                                                   MONTHS ENDED          YEAR ENDED
                                                SEPTEMBER 30, 1995    DECEMBER 31, 1994
                                                ------------------    -----------------
                                                             (IN MILLIONS)
                                                                
INCOME STATEMENT DATA:
Operating revenues...........................        $  8,275              $10,717

Income from continuing operations............             371                  573
BALANCE SHEET DATA:
Total assets.................................        $ 25,513                   (A)
Total debt...................................           8,011                   (A)
Stockholders' equity.........................           7,613                   (A)

- ------------------
(A) Not required.
 
                      UNAUDITED COMPARATIVE PER SHARE DATA
 
     The following table sets forth for UP Common Stock and the Shares certain
SP historical data, historical UP data restated for the discontinuation of
Resources and pro forma equivalent per share data for the nine months ended
September 30, 1995 and for the year ended December 31, 1994. The information
presented herein should be read in conjunction with the historical financial
statements and notes thereto incorporated by reference in this Joint Proxy
Statement/Prospectus, and the selected historical financial data, the restated
historical UP data and unaudited pro forma combined financial statements found
elsewhere in this Joint Proxy Statement/ Prospectus. Equivalent historical per
share data is derived from the audited financial statements of UP and SP.
Equivalent pro forma per share data of UP Common Stock is derived from the pro
forma combined financial statements found
 
                                       18

elsewhere in this Joint Proxy Statement/Prospectus. Pro Forma SP common stock
per Share data is calculated based upon pro forma combined per share data
allocable to the 94 million SP Shares that will be converted into shares of UP
Common Stock upon completion of the Merger based upon the exchange ratio of
 .4065 shares of UP Common Stock for each SP Share converted into UP Common
Stock.

                                 AT OR FOR THE NINE      AT OR FOR THE
                                    MONTHS ENDED          YEAR ENDED
                                 SEPTEMBER 30, 1995    DECEMBER 31, 1994
                                 ------------------    -----------------
                                               (UNAUDITED)
                                                 
UP COMMON STOCK:
Income from continuing
  operations
  Historical..................         $ 2.14               $  2.76
  Pro forma...................           1.52                  2.35
Book value
  Historical..................          26.79                 24.96
  Pro forma...................          31.22                 30.47
Cash dividends declared
  Historical..................           1.29                  1.66
  Pro forma...................           1.29                  1.66
SP COMMON STOCK:

Income (loss) from continuing
  operations
  Historical..................         $(0.04)              $  1.63
  Pro forma...................           0.62                  0.96
Book value
  Historical..................           6.78                  6.98
  Pro forma...................          12.69                 12.38
Cash dividends declared
  Historical..................            N/A                   N/A
  Pro forma...................           0.52                  0.67

- ------------------
(1) Resources--On July 27, 1995, UP's Board of Directors approved a formal plan
    to exit its natural resources business. The plan includes an initial public
    offering by Resources (UP's natural resources subsidiary) of up to 17.25
    percent of its outstanding common stock. Following the IPO, which was
    completed on October 16 and 17, 1995, subject to the receipt of a favorable
    ruling from the IRS expected in 1996 and the satisfaction of certain other
    conditions, UP intends to distribute the remaining common stock of Resources
    on a tax-free basis pro rata to UP's shareholders. Prior years' amounts have
    been restated to present Resources as a discontinued operation.
    Sale of USPCI--At year-end 1994, UP completed the sale of USPCI to Laidlaw
    for $225 million in notes that were subsequently collected in January 1995.
    The sale resulted in an after-tax net loss of $404 million. Amounts for 1994
    and prior years have been restated to present USPCI as a discontinued
    operation.
 
                                       19

                SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA
                                       OF
                       UNION PACIFIC RESOURCES GROUP INC.
 
     The following tables set forth certain historical and pro forma financial
data of Resources and its predecessors as of September 30, 1995 and December 31,
1994 which have been excluded from income (loss) from continuing operations in
the selected historical consolidated financial data of UP as a result of UP's
plan to dispose of its natural resources business segment comprised of Resources
initially through an IPO of up to 17.25% of Resources Common Stock and the
subsequent Spin-Off. The IPO of Resources, which resulted in the sale of
approximately 17.1% of Resources Common Stock, was completed on October 16 and
17, 1995. The Spin-Off is contingent upon certain conditions. In addition, the
Spin-Off will not occur prior to the earlier of the termination of the Merger
Agreement or consummation of the Merger. See 'THE COMPANIES--Resources
Spin-Off.' In addition, the historical financial statements reflect allocated
Resources pension amounts which have been determined in accordance with
generally accepted accounting principles. The pro forma adjustments include the
amount of pension assets transferred to Resources from UP.

                                          HISTORICAL                                  PRO FORMA
                            ---------------------------------------    ---------------------------------------

                              AT OR FOR THE                              AT OR FOR THE
                               NINE MONTHS          AT OR FOR THE         NINE MONTHS          AT OR FOR THE
                                  ENDED              YEAR ENDED              ENDED              YEAR ENDED
                            SEPTEMBER 30, 1995    DECEMBER 31, 1994    SEPTEMBER 30, 1995    DECEMBER 31, 1994
                            ------------------    -----------------    ------------------    -----------------
                                                   (IN MILLIONS, EXCEPT PER SHARE DATA)
                                                                                 
INCOME STATEMENT DATA:
Operating revenues.......         $  989               $ 1,333               $  989               $ 1,333
Operating income.........            273                   351                  260                   333
Net income...............            212                   390                  169                   331
PER SHARE DATA:
Net income...............            N/A                   N/A               $ 0.67               $  1.32
BALANCE SHEET DATA:
Total assets.............         $3,205                   N/A               $3,192                   N/A
Total debt...............             34                   N/A                  827                   N/A
Stockholders' equity.....          1,957                   N/A                1,136(1)                N/A

- ------------------
 
(1) Stockholders' equity reflects the $1,562 million dividend to UP ($912
    million paid in cash at the date of the IPO and $650 million payable to UP
    in cash within 90 days of the Spin-Off) as well as the issuance of Resources
    Common Stock as part of the IPO.
 
          See 'UNAUDITED PRO FORMA FINANCIAL STATEMENTS OF RESOURCES.'
 
                                       20

                                  INTRODUCTION
 
     This Joint Proxy Statement/Prospectus is being furnished to the
stockholders of Southern Pacific Rail Corporation, a Delaware corporation
('SP'), in connection with the solicitation of proxies by the Board of Directors
of SP for use at the special meeting of stockholders of SP to be held at
[                  ], San Francisco, California on January [  ], 1996 at
a.m., local time (the 'Special Meeting'), and at any adjournments or
postponements thereof.
 
     At the Special Meeting, the stockholders of SP will be asked to consider
the proposed merger (the 'Merger') of SP with and into Union Pacific Railroad
Company ('UPRR'), a Utah corporation and a wholly owned subsidiary of Union
Pacific Corporation, a Utah corporation ('UP'), pursuant to the Agreement and
Plan of Merger, dated as of August 3, 1995 (the 'Merger Agreement'), by and
among UP, UP Acquisition, UPRR and SP.
 
     If the Merger is consummated, each share of common stock, par value $.001
per share (the 'Shares') of SP (other than Shares owned by SP as treasury stock
and Shares that are owned by UP or any direct or indirect wholly owned
subsidiary of UP, which Shares will be cancelled and retired at the Effective
Time (as defined herein)) shall be converted, at the election of the holder,
subject to proration and the limitations described herein, into the right to
receive (i) .4065 shares of common stock of UP ('UP Common Stock'), par value

$2.50 per share (the 'Stock Consideration'), (ii) $25.00 in cash, without
interest thereon (the 'Cash Consideration'), or (iii) a combination thereof. The
aggregate number of Shares to be converted into the right to receive UP Common
Stock in the Merger pursuant to the Merger Agreement will be equal as nearly as
practicable to 60% of all outstanding Shares at the time of the Merger; and the
aggregate number of Shares to be converted into the right to receive the Cash
Consideration in the Merger pursuant to the Merger Agreement, together with the
39,034,471 Shares acquired by UP Acquisition (the 'Acquired Shares') pursuant to
UP Acquisition's previously completed tender offer to purchase up to 39,034,471
Shares at a price of $25.00 per Share, net to the seller in cash, without
interest thereon (the 'Offer'), will be equal as nearly as practicable to 40% of
all outstanding Shares at the time of the Merger. Accordingly, of the Shares
outstanding immediately prior to the Merger (other than the Acquired Shares),
20% of such Shares will be acquired for cash and 80% of such Shares will be
acquired in exchange for shares of UP Common Stock. On December [  ], 1995, the
closing price of UP Common Stock on the New York York Stock Exchange, Inc.
('NYSE'), was $[     ] per share. Accordingly, the market value of .4065 shares
of UP Common Stock, based on such closing price, was $[  ]. THE MARKET VALUE OF
THE UP COMMON STOCK AFTER THE EFFECTIVE TIME WILL, AMONG OTHER THINGS, DEPEND
UPON, AND IS EXPECTED TO FLUCTUATE WITH, THE PERFORMANCE OF UP, WHETHER OR NOT
THE SPIN-OFF (AS DEFINED HEREIN) OCCURS, CONDITIONS (ECONOMIC OR OTHERWISE)
AFFECTING THE RAILROAD, TRUCKING AND OIL AND GAS INDUSTRIES, AND MARKET
CONDITIONS AND OTHER FACTORS THAT GENERALLY INFLUENCE PRICES OF SECURITIES.
MOREOVER, THERE CAN BE NO ASSURANCE THAT AT OR AFTER THE EFFECTIVE TIME THE
MARKET VALUE OF THE STOCK CONSIDERATION AND THE CASH CONSIDERATION TO BE
RECEIVED IN THE MERGER WILL BE EQUAL. BECAUSE THE TAX CONSEQUENCES OF RECEIVING
CASH OR UP COMMON STOCK WILL DIFFER, SP STOCKHOLDERS ARE URGED TO READ CAREFULLY
THE INFORMATION SET FORTH UNDER THE CAPTION 'THE MERGER--CERTAIN FEDERAL INCOME
TAX CONSEQUENCES.'
 
     This Joint Proxy Statement/Prospectus also constitutes a prospectus of UP
with respect to up to      shares of UP Common Stock issuable to the
stockholders of SP in the Merger. It is a condition to SP's obligation to
consummate the Merger that such shares of UP Common Stock shall have been
approved for listing on the NYSE, subject to official notice of issuance. See
'DESCRIPTION OF UP CAPITAL STOCK.'
 
     All information herein concerning UP Acquisition, UPRR and UP has been
furnished by UP Acquisition, UPRR and UP, respectively, and all information
herein concerning SP has been furnished by SP.
 
     This Joint Proxy Statement/Prospectus and the accompanying form of proxy
are first being mailed to the stockholders of SP on or about December [  ],
1995.
 
                                       21

                              THE SPECIAL MEETING
 
PURPOSE OF SPECIAL MEETING
 
     This Joint Proxy Statement/Prospectus is being furnished in connection with
the solicitation of proxies by SP's Board of Directors for use at the Special
Meeting. The purpose of the Special Meeting is to consider and vote upon the

approval and adoption of the Merger Agreement.
 
     THE BOARD OF DIRECTORS OF SP HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT
AND RECOMMENDS THAT ITS STOCKHOLDERS VOTE FOR THE APPROVAL AND ADOPTION OF THE
MERGER AGREEMENT.
 
DATE, PLACE AND TIME
 
     The Special Meeting will be held at
[                                                      ], San Francisco,
California on January [  ], 1996, commencing at [       ] a.m., local time.
 
RECORD DATE; QUORUM
 
     The Board of Directors of SP has fixed the close of business on December
[  ], 1995 as the record date (the 'Record Date') for the determination of
stockholders of SP entitled to notice of, and to vote at, the Special Meeting.
As of the Record Date, there were issued and outstanding approximately [       ]
Shares entitled to vote at the Special Meeting. Each holder of Shares
outstanding on the Record Date is entitled to one vote for each Share so held,
exercisable in person or by properly executed and delivered proxy, at the
Special Meeting. The presence of the holders of at least a majority of the
Shares outstanding on the Record Date, whether present in person or by properly
executed and delivered proxy, will constitute a quorum for purposes of the
Special Meeting.
 
VOTES REQUIRED; PRINCIPAL STOCKHOLDERS
 
     The affirmative vote of the holders of at least a majority of the
outstanding Shares entitled to vote at the Special Meeting is required to
approve and adopt the Merger Agreement.
 
     As of the Record Date, directors and executive officers of SP, and their
affiliates, were beneficial owners of an aggregate of [       ] Shares
(approximately [  ]% of the Shares then outstanding). The directors and
executive officers of SP have indicated that they intend to vote their Shares in
favor of approval and adoption of the Merger Agreement. As described under
'SHAREHOLDER AGREEMENTS--Anschutz Shareholders Agreement' below, Mr. Philip F.
Anschutz, Chairman of SP, TAC (as defined below), an affiliate of Mr. Anschutz,
and the Foundation (as defined below) of which he is a director, are required to
vote the Shares beneficially owned by them in favor of the approval and adoption
of the Merger Agreement. Information concerning the directors and executive
officers of SP, their Share ownership and the Share ownership of certain
principal stockholders of SP is included in SP's Annual Report on Form 10-K for
the year ended December 31, 1994. See 'INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE.'
 
     Pursuant to a Shareholders Agreement (the 'Anschutz Shareholders
Agreement'), dated as of August 3, 1995, by and among UP, UP Acquisition, The
Anschutz Corporation, a Kansas corporation ('TAC'), Anschutz Foundation, a
Colorado not-for-profit corporation (the 'Foundation'), and Mr. Philip F.
Anschutz ('Mr. Anschutz' and, collectively with TAC and the Foundation, the
'Anschutz Shareholders'), the Anschutz Shareholders have agreed, among other
things, to vote all Shares owned by them in favor of the approval and adoption

of the Merger Agreement. As of the Record Date, the Anschutz Shareholders
beneficially owned   Shares, representing approximately [25.8]% of the
outstanding Shares.
 
     In addition, pursuant to a Shareholder Agreement (the 'MSLEF Shareholder
Agreement'), dated as of August 3, 1995, by and among UP, UP Acquisition and
MSLEF, MSLEF, has agreed, among other things, to vote all Shares owned by it in
favor of the approval and adoption of the Merger Agreement. As of the Record
Date, MSLEF owned   Shares, representing approximately [5.3]% of the outstanding
Shares.
 
                                       22

     Similarly, pursuant to a Shareholders Agreement (the 'UP Shareholders
Agreement'), dated as of August 3, 1995, by and among UP, UP Acquisition and SP,
UP and UP Acquisition have agreed, among other things, to vote or cause to be
voted all of the Acquired Shares in the Offer in favor of the approval and
adoption of the Merger Agreement.
 
     In connection with the Offer, UP Acquisition has deposited the Acquired
Shares into the Voting Trust (as defined herein). Pursuant to the Voting Trust
Agreement (as defined herein), the Trustee (as defined herein) has agreed to act
as trustee in respect of the Voting Trust. In such capacity, the Trustee is
required to vote all the Acquired Shares in favor of the approval and adoption
of the Merger and, so long as the Merger Agreement is in effect, subject to
certain exceptions, against any other proposed merger, business combination or
similar transaction involving SP.
 
     BECAUSE THE ANSCHUTZ SHAREHOLDERS AND MSLEF HAVE AGREED TO VOTE ALL OF
THEIR SHARES (REPRESENTING APPROXIMATELY [31.1]% OF THE OUTSTANDING SHARES) IN
FAVOR OF THE MERGER AND HAVE GRANTED UP IRREVOCABLE PROXIES TO VOTE SUCH SHARES
IN FAVOR OF THE MERGER, AND BECAUSE THE TRUSTEE OF THE VOTING TRUST IS REQUIRED
TO VOTE ALL OF THE ACQUIRED SHARES DEPOSITED THEREIN (REPRESENTING APPROXIMATELY
25.0% OF THE OUTSTANDING SHARES) IN FAVOR OF THE MERGER, A VOTE IN FAVOR OF THE
APPROVAL AND ADOPTION OF THE MERGER AGREEMENT IS ASSURED WITHOUT THE VOTE OF ANY
OTHER HOLDER OF SHARES.
 
PROXIES; VOTING AND REVOCATION
 
     Each properly executed proxy received prior to the vote at the Special
Meeting will be voted in the manner directed therein by the holder of Shares. A
holder of Shares may vote by proxy if he or she is unable to attend the Special
Meeting in person, or wishes to have his or her Shares voted by proxy even if he
or she does attend the Special Meeting. IF A PROXY IS SUBMITTED BUT NO
DIRECTIONS ARE GIVEN THEREIN, SHARES OF COMMON STOCK REPRESENTED BY THE PROXY
WILL BE VOTED FOR THE APPROVAL AND ADOPTION OF THE MERGER AGREEMENT. Because the
approval and adoption of the Merger Agreement by stockholders of SP requires the
affirmative vote of a majority of the Shares outstanding as of the Record Date,
failures to submit a proxy, abstentions and broker non-votes will have the same
effect as a vote against approval of the Merger Agreement.
 
     A proxy may be revoked by the person giving such proxy at any time before
it is exercised by (i) providing written notice of such revocation to the
Secretary of SP, (ii) submitting a proxy having a later date, or (iii) appearing

at the Special Meeting and voting in person.
 
OTHER MATTERS
 
     SP's Board of Directors knows of no other matter that will be presented for
action at the Special Meeting. If, however, any other matter properly comes
before the Special Meeting, the persons named in the proxy or their substitutes
will vote thereon in accordance with their discretion.
 
SOLICITATION OF PROXIES
 
     SP will pay the expenses of soliciting proxies from the holders of Shares.
This solicitation is being made by mail, telephone, telegram and other means of
communication. Officers and employees of SP may also take part in the
solicitation, but will not receive additional compensation for doing so other
than reimbursement of any out-of-pocket expenses incurred in connection
therewith. Arrangements will also be made with brokerage houses and other
custodians, nominees and fiduciaries for the forwarding of solicitation
materials to the beneficial owners of Shares held of record by such persons, and
SP will reimburse such custodians, nominees and fiduciaries for their reasonable
out-of-pocket expenses in connection therewith.
 
     STOCKHOLDERS OF SP SHOULD NOT SEND ANY STOCK CERTIFICATES WITH THEIR PROXY
CARDS.
 
                                       23

                                   THE MERGER
 
GENERAL
 
     The Board of Directors of SP has unanimously approved the Merger Agreement,
which provides for the Merger at the Effective Time. Pursuant to the terms of
the Merger Agreement, subject to the satisfaction or waiver (where permissible)
of certain conditions, including, among other things, the approval of the Merger
by the ICC and the requisite approval of the Merger Agreement by the holders of
the Shares, UP will acquire SP through the Merger of SP with and into UPRR. As a
result of the Merger, holders of Shares will receive cash and/or become holders
of UP Common Stock and UPRR will be the surviving corporation (the 'Surviving
Corporation'). The Surviving Corporation will be a wholly owned subsidiary of
UP.
 
     If the Merger is consummated, each Share (other than Shares owned by SP as
treasury stock and Shares that are owned by UP or any direct or indirect wholly
owned subsidiary of UP, which Shares will be cancelled and retired) at the
Effective Time shall be converted, at the election of the holder, subject to
proration and the limitations described herein, into the right to receive (i)
 .4065 shares of UP Common Stock, (ii) the Cash Consideration or (iii) a
combination thereof. The aggregate number of Shares to be converted into the
right to receive UP Common Stock in the Merger pursuant to the Merger Agreement
will be equal as nearly as practicable to 60% of all outstanding Shares at the
time of the Merger; and the aggregate of the number of Shares to be converted
into the right to receive the Cash Consideration in the Merger pursuant to the
Merger Agreement, together with the Acquired Shares, will be equal as nearly as

practicable to 40% of all outstanding Shares at the time of the Merger. See 'THE
MERGER--Election Procedures' and 'THE MERGER AGREEMENT--Conversion of Shares.'
Accordingly, of the Shares outstanding immediately prior to the Merger (other
than the Acquired Shares), 20% of such Shares will be acquired for cash and 80%
of such Shares will be acquired in exchange for shares of UP Common Stock.
 
     The Board of Directors of SP believes that the terms of the Merger
Agreement are fair to, and in the best interests of, SP and its stockholders and
unanimously recommends that the stockholders of SP vote to approve and adopt the
Merger Agreement and the transactions contemplated thereby. Neither SP nor the
SP Board makes any recommendation as to whether stockholders should elect to
receive the Cash Consideration or Stock Consideration in the Merger. Each
stockholder must make his or her own decision with respect to such election.
 
BACKGROUND OF THE MERGER
 
     In the ordinary course of UP's long-term strategic review process, UP and
UPRR routinely analyze potential combinations with various railroad companies.
Beginning in mid-1994, certain senior officers of UP and SP had occasional,
informal discussions regarding the possibility and desirability of an
acquisition of SP by UP and other possible transactions. On September 8, 1994,
UP and SP entered into a confidentiality agreement in connection with these
discussions, but the discussions terminated later in September 1994.
 
     In late February 1995 and continuing through mid-April 1995, certain senior
officers and directors of UP and SP had a number of meetings and telephone
conversations to discuss, on a preliminary basis, a possible acquisition of SP
by UP. In connection with such preliminary discussions, on April 8, 1995, UP's
legal counsel provided to SP and its legal counsel a draft merger agreement. No
negotiations were ever conducted concerning such draft agreement. In mid-April
1995, UP and SP discontinued discussions concerning a possible transaction due
to an inability to reach agreement on the structure and terms thereof.
 
     Discussions and meetings concerning a possible transaction resumed in late
June 1995 among certain senior officers of UP and SP. At a meeting on July 17,
1995, senior officers of UP and SP established a preliminary basis for
continuing discussions to seek to reach an agreement concerning a transaction
and for proceeding with a due diligence review. Such officers of UP and SP
determined to continue discussions on the basis of the following tentative
terms, among others: UP would acquire up to 25% of the outstanding Common Stock
in a cash tender offer at $25.00 per Share and, following receipt of ICC
approval and the satisfaction of other conditions, would acquire the remaining
Shares in a 'cash election' merger in which stockholders of SP would receive, at
their election, for each Share, cash consideration of $25.00, or a fraction of a
share of UP Common Stock determined by dividing $25.00 by the average closing
price of UP Common Stock prior to the merger (subject to a pricing 'collar'
mechanism which would result in not more than .4464 shares of UP Common
 
                                       24

Stock nor less than .4065 shares being issued per Share). In such transaction,
60% of the Shares would be converted into UP Common Stock and the remaining 40%
into cash, including the Shares to be acquired in the tender offer.

     At the July 17, 1995 meeting, UP indicated to Mr. Anschutz that its
willingness to continue discussions was conditioned upon, among other things,
the willingness of the Anschutz Shareholders and MSLEF to consider agreeing to
vote their Shares, representing at such time approximately 31.8% and 8.5%,
respectively, of the outstanding Shares, in favor of the merger. Mr. Anschutz
indicated that the Anschutz Shareholders would be willing to consider such an
agreement if SP and UP could negotiate satisfactory terms for a transaction, and
provided that satisfactory terms concerning an agreement between the Anschutz
Shareholders and UP could be negotiated. Subsequently, UP was advised that MSLEF
also would be willing to consider an agreement to vote its Shares in favor of
the merger if SP and UP could negotiate satisfactory terms for a transaction,
and subject to MSLEF's negotiation of satisfactory terms of an agreement with
UP.
 
     Management of UP and SP each conditioned their willingness to continue
discussions concerning a possible transaction upon, among other things, the
negotiation of satisfactory terms and the negotiation and execution of
definitive transaction agreements, a satisfactory due diligence review, and the
approval of their respective Boards of Directors. SP also indicated to UP that
its willingness to continue discussions was conditioned upon the willingness of
UP to enter into an appropriate agreement restricting voting, additional
acquisitions and dispositions of Shares to be purchased by UP in the Offer.
 
     Following the July 17, 1995 meeting, extensive due diligence was conducted
by SP, UP and their respective legal, financial and accounting advisors. In
addition, senior officers of SP and UP and their respective counsel met and
talked regularly to negotiate the terms of the transaction and the definitive
agreements providing for the transaction, and senior officers of UP and its
counsel negotiated with the Anschutz Shareholders, MSLEF and their respective
counsel the terms of their transactions and the definitive agreements therefor.
 
     On July 21, 1995, at a special telephonic meeting of UP's Board of
Directors (the 'UP Board'), UP's management and financial and legal advisors
reviewed with the UP Board the status of discussions with SP and various
strategic, financial and legal considerations concerning a possible transaction
with SP. No decision was reached by the UP Board, but it was the consensus of
directors that management and UP's advisors should continue discussions with SP
concerning a possible transaction.
 
     On July 27, 1995, at a regularly scheduled meeting, the UP Board analyzed
and reviewed, with UP's management and financial and legal advisors, among other
things, various strategic, financial and legal considerations concerning a
possible transaction with SP, the potential terms of a transaction and the
status of negotiations. (At several earlier meetings, the UP Board had reviewed
the strategic considerations and other issues, as well as the status of any
discussions then being conducted, regarding such an acquisition.) At the July 27
meeting, UP's management and financial and legal advisors made presentations to
the UP Board concerning various aspects of the possible transaction. No decision
was reached by the UP Board at the meeting, but it was the consensus of
directors that management and UP's advisors should continue to negotiate with SP
and report back to the UP Board once management was prepared to make a
recommendation. At its July 27, 1995 meeting, the UP Board approved the IPO.
Following the meeting, UP issued a press release announcing the IPO.

     On July 27, 1995, at a regularly scheduled meeting, the Board of Directors
of SP (the 'SP Board') analyzed and reviewed, with SP's management and financial
and legal advisors, among other things, various strategic, financial and legal
considerations concerning a possible transaction with UP, the potential terms of
a transaction and the status of negotiations. At the July 27 meeting, SP's
management and financial and legal advisors made presentations to the SP Board
concerning various aspects of the possible transaction. No decision was reached
by the SP Board at the meeting, but it was the consensus of directors that
management and SP's advisors should continue to negotiate with UP and report
back to the SP Board once SP's management was prepared to make a recommendation.
 
     On August 2, 1995, senior officers of UP and SP met and had various
telephone conversations to discuss the progress of the negotiations to date,
certain issues between the parties that had not been resolved, and the results
of due diligence. With respect to the proposed pricing for the transaction, the
parties agreed to a fixed exchange
 
                                       25

ratio of .4065 shares of UP Common Stock per Share for the stock portion of the
purchase price, in place of the previously discussed 'floating' exchange ratio
with a pricing 'collar'.
 
     On August 3, 1995, the UP Board held a special telephonic meeting to
review, with the advice and assistance of the UP Board's financial and legal
advisors, the proposed Merger Agreement and certain ancillary agreements
(including the Anschutz Shareholders Agreement, the UP Shareholders Agreement
and the MSLEF Shareholder Agreement) and the transactions contemplated thereby,
including the Offer and Merger. At such meeting, UP's management and financial
and legal advisors made presentations to the UP Board concerning the
transaction, and UP's financial advisor, CS First Boston Corporation ('CS First
Boston'), rendered to the UP Board an oral opinion (which was subsequently
confirmed in writing) to the effect that, as of such date, the consideration to
be paid by UP in the Offer and the Merger, taken together, was fair to UP from a
financial point of view. Following the UP Board's review of the transaction, the
UP Board unanimously approved (with three directors absent and one director
abstaining because of an affiliation with Morgan Stanley (as defined herein),
the financial advisor to SP in connection with the transaction and an affiliate
of MSLEF, a party to the MSLEF Shareholder Agreement in its capacity as a
stockholder of SP) the proposed Merger Agreement, and certain ancillary
agreements (including the Anschutz Shareholders Agreement, the UP Shareholders
Agreement and the MSLEF Shareholder Agreement) and the transactions contemplated
thereby, and authorized, subject to completion of negotiation of a limited
number of remaining issues, the execution and delivery of such Agreements.
 
     Also on August 3, 1995, the SP Board held a special meeting to review, with
the advice and assistance of the SP Board's financial and legal advisors, the
proposed Merger Agreement and Ancillary Agreements and the transactions
contemplated thereby, including the Offer and Merger. At such meeting, SP's
management and financial and legal advisors made presentations to the SP Board
concerning the transaction and SP's financial advisor, Morgan Stanley & Co.
Incorporated ('Morgan Stanley'), provided an oral opinion (which was
subsequently confirmed in writing) that on the date of the Merger Agreement the
consideration to be received by the holders of Shares pursuant to the Offer and

the Merger, taken together, is fair from a financial point of view to such
holders. Following the SP Board's review of the transaction, the SP Board
unanimously approved the proposed Merger Agreement and certain ancillary
agreements and the transactions contemplated thereby, authorized (subject to
completion of negotiation of a limited number of remaining issues) the execution
and delivery of such Agreements, determined that the Offer and the Merger are
fair to, and in the best interests of, the holders of Shares, recommended that
stockholders of SP who desire to receive cash for their Shares accept the Offer
and tender their Shares pursuant to the Offer, and recommended that stockholders
of SP approve and adopt the Merger Agreement. The SP Board's approval of the
Merger Agreement and certain ancillary agreements and the transactions
contemplated thereby constituted approval for purposes of Section 203 of the
Delaware General Corporation Law ('DGCL') such that the provisions of the
statute are not applicable to such Agreements or the transactions contemplated
thereby (see 'OTHER LEGAL MATTERS; REGULATORY APPROVAL--State Takeover
Statutes').
 
     Following the August 3, 1995 UP and SP Board meetings described above, the
following joint press release was issued:
 
          BETHLEHEM, PA, Aug. 3--Union Pacific Corporation (NYSE: UNP) and
     Southern Pacific Rail Corporation (NYSE: RSP) announced today that they
     have reached an agreement providing for the merger of Southern Pacific with
     Union Pacific. The $5.4 billion transaction would form North America's
     largest railroad, a 34,000-mile network operating in 25 states and serving
     both Mexico and Canada. The two railroad companies had combined 1994
     operating revenues of $9.54 billion.
 
          The agreement, approved today by the Boards of Directors of Union
     Pacific and Southern Pacific, is subject to execution of a definitive
     merger agreement, which is expected to be signed very shortly. Under terms
     of the agreement, Union Pacific would make a first-step cash tender offer
     of $25.00 a share for up to 25 percent of the Common Stock of Southern
     Pacific. The tender offer would commence next week. The shares purchased in
     the tender offer will be held in a voting trust. Following completion of
     the offer, and the satisfaction of other conditions, including approval by
     the Interstate Commerce Commission (ICC), Southern Pacific will be merged
     with Union Pacific Corporation. Upon completing the transaction, each share
     of Southern Pacific stock will be converted, at the holder's election
     (subject to proration), into the right to receive $25.00 in cash or .4065
     shares of Union Pacific Common Stock. As a result of the
 
                                       26

     transaction, 60 percent of Southern Pacific shares will be converted into
     Union Pacific stock and the remaining 40 percent into cash, including the
     shares acquired in the original tender offer. The two companies expect to
     file an application with the ICC no later than December 1.
 
          Union Pacific also stated that the previously announced spin-off of
     Union Pacific Resources would be consummated after completion of the
     transaction. The initial public offering of shares of Union Pacific
     Resources will proceed as scheduled.

          In connection with the merger, Philip Anschutz, a major shareholder of
     Southern Pacific, will be appointed non-executive Vice Chairman of the
     Board of Directors of Union Pacific following completion of the transaction
     and will enter into a customary seven-year standstill agreement. In
     addition, Mr. Anschutz, who owns 31 percent of Southern Pacific, and the
     Morgan Stanley Leveraged Equity Fund, which owns seven percent of Southern
     Pacific, have agreed to vote their shares in favor of the transaction.
 
          'When completed, this transaction will deliver major benefits for
     customers,' said Drew Lewis, Union Pacific's Chairman and Chief Executive
     Officer. 'The combined system will be able to offer new services that
     neither Union Pacific nor Southern Pacific can offer on its own. The new
     system will yield extensive new single-line service, faster schedules, more
     frequent and reliable service, shorter routes and improved equipment
     utilization. Benefits from operating efficiencies, facility consolidations,
     cost savings and increased traffic are estimated to be in excess of $500
     million per year.'
 
     During the afternoon and evening of August 3, 1995, senior officers of SP
and UP, Mr. Anschutz and MSLEF and their respective counsel resolved all
remaining issues to the mutual satisfaction of the parties, and the Merger
Agreement and certain ancillary agreements were executed and delivered by all
parties thereto.
 
     Prior to the commencement of trading on the morning of August 4, 1995, UP
issued the following press release:
 
          BETHLEHEM, PA, Aug. 4--Union Pacific Corporation (NYSE: UNP) announced
     today that it has executed a definitive merger agreement for the previously
     announced merger with Southern Pacific Rail Corporation (NYSE: RSP). Under
     the terms of the agreement, Union Pacific will make a first-step cash
     tender offer of $25.00 per share for up to 25 percent of the Common Stock
     of Southern Pacific. Following completion of the transaction, each share of
     Southern Pacific stock will be converted, subject to proration, into the
     right to receive $25.00 in cash or .4065 shares of Union Pacific Common
     Stock. As a result of the transaction, 60 percent of Southern Pacific's
     shares will be converted into Union Pacific stock and the remaining 40
     percent, including the shares acquired in the original tender offer, will
     be converted into cash.
 
          The Merger is subject to receipt of Interstate Commerce Commission
     (ICC) approval and other customary conditions.
 
     On August 9, 1995, UP and the UP Acquisition commenced the Offer, and UP
issued the following press release:
 
          BETHLEHEM, PA, August 9, 1995--Union Pacific Corporation (NYSE: UNP)
     announced today that UP Acquisition Corporation, its indirect wholly owned
     subsidiary, will commence today a cash tender offer for up to 25 percent of
     the Common Stock of Southern Pacific Rail Corporation (NYSE: RSP) at a
     price of $25.00 per share. The tender offer is scheduled to expire at
     midnight on Wednesday, September 6, 1995.
 
          The Offer is being made as the first step of the acquisition of

     Southern Pacific pursuant to the previously announced merger agreement
     between Union Pacific and Southern Pacific.
 
     On August 9, 1995, SP filed its Schedule 14D-9 Solicitation/Recommendation
Statement recommending that holders of Shares who desire to receive cash in
connection with the Merger and the transactions contemplated thereby tender
their Shares in the Offer.
 
     On August 9, 1995, UP issued the following press release:
 
          BETHLEHEM, PA, August 9--Union Pacific Corporation (NYSE: UNP)
     announced today that its counsel was orally advised by the Premerger
     Notification Office of the Federal Trade Commission that its previously
     announced tender offer for common stock of Southern Pacific Rail
     Corporation (NYSE: RSP) and related merger are exempt from the
     Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR).
 
                                       27

     Accordingly, Union Pacific currently expects that the condition to its
     tender offer concerning HSR review will be satisfied.
 
     On August 17, 1995, UP's counsel received written confirmation from the
Federal Trade Commission that the Offer and Merger are exempt from the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the 'HSR
Act').
 
     On August 24, 1995, counsel for UP received an informal written opinion
from the staff of the ICC that the Voting Trust will effectively insulate UP and
its affiliates from the violation of the Interstate Commerce Act and ICC policy
that would result from an unauthorized acquisition by UP of control of SP.
 
     On September 6, 1995, the Offer expired and on September 7, 1995, pursuant
to the Offer, UP Acquisition accepted for payment (subject to proration)
39,034,471 Shares validly tendered according to the terms of the Offer and
simultaneously deposited such Shares into the Voting Trust.
 
     On September 15, 1995, UP Acquisition purchased the Acquired Shares.
 
     In a decision served on October 19, 1995, the ICC adopted a 255-day
procedural schedule following the filing of the ICC application for
consideration of the approval of the Merger.
 
RECOMMENDATION OF THE SP BOARD OF DIRECTORS; REASONS FOR THE MERGER
 
     At a special meeting held on August 3, 1995, the SP Board unanimously (i)
determined that the terms of the Offer and the Merger are fair to, and in the
best interests of, SP and its stockholders and (ii) approved the Merger
Agreement, the Ancillary Agreements and the transactions contemplated thereby
and recommended approval and adoption thereof by the stockholders of SP. In
reaching these determinations, the SP Board consulted with management of SP, as
well as its financial and legal advisors.
 
     The SP Board and SP's senior management have continually reviewed the

current and future state of SP's strategic position and its short-term and
long-term prospects, including alternatives to remaining an independent company.
 
     Early in 1995, following UP's announcement that it would not pursue a
business combination involving Santa Fe Pacific Corporation ('Santa Fe'), SP's
management concluded that the proposed merger of Burlington Northern Inc. and
Santa Fe was likely to be consummated in 1995. In light of this development,
SP's management again reviewed SP's business and prospects and SP's expected
future competitive situation. In connection with that review, SP's management
considered possible business combinations with UP and other entities in the
transportation industry. Following that review, SP's management concluded that a
business combination with UP was likely to be more advantageous to SP and its
stockholders than any other business combination.
 
     In light of, among other things, the review described in the immediately
preceding paragraph, the SP Board determined that it would be in the best
interests of SP and its stockholders to approve the Merger Agreement and the
transactions contemplated thereby. In approving the Merger Agreement and the
transactions contemplated thereby, the SP Board considered a number of factors,
including, but not limited to, the following:
 
          (i) the presentations by management of SP (at SP Board meetings on
     July 27, and August 3, 1995 and at previous SP Board meetings) regarding
     the financial condition, results of operations, business and prospects of
     SP, including the prospects of SP if it remains independent and the
     recommendation of the Merger by management of SP;
 
          (ii) the strategic fit between SP and UP offers the opportunity for
     substantial synergies and the transaction structure allows SP stockholders
     who receive the Merger Consideration in the form of UP Common Stock to
     participate in these synergies through continued ownership of the combined
     company;
 
          (iii) the uncertainties in the railroad industry, the likelihood of
     continued consolidation in the industry and the possibility that changes in
     the industry, depending on their nature, could be disadvantageous to SP. In
     this regard, the SP Board and the management of SP believe that the
     combined company, through increased competitiveness and financial strength,
     would be better able to respond to the changes in the industry and to take
     advantage of the opportunities that such changes might bring;
 
          (iv) the Merger provides the opportunity to SP stockholders who
     receive UP Common Stock in the Merger to participate in the potential
     benefits of the proposed Spin-Off (as defined herein) of Resources;
 
                                       28

          (v) information provided by Morgan Stanley at the July 27, and August
     3, 1995 SP Board meetings and the August 3, 1995 opinion of Morgan Stanley
     to the effect that, as of the date of the opinion, the Offer Consideration
     and the Merger Consideration to be received by SP's stockholders pursuant
     to the Offer and the Merger, taken together, are fair from a financial
     point of view to SP's stockholders. The full text of the opinion of Morgan
     Stanley, which sets forth the procedures followed, the factors considered

     and the assumptions made by Morgan Stanley, is attached hereto as Annex C
     to this Joint Proxy Statement/Prospectus and is incorporated herein by
     reference. STOCKHOLDERS ARE URGED TO READ THE OPINION OF MORGAN STANLEY
     CAREFULLY AND IN ITS ENTIRETY. See also '--Opinion of SP's Financial
     Advisor' below;
 
          (vi) the historical trading prices of the Shares and that the $25.00
     per Share to be paid in the Offer and as the Cash Consideration in the
     Merger represents a premium of approximately 33.7% over the $18.70 average
     closing sale price for the Shares on the NYSE for the 20 business days
     prior to the announcement of the Merger and the transactions contemplated
     thereby;
 
          (vii) the expected future trading values of the Shares in light of,
     among other things, the historical trading multiples of other United States
     railroad companies;
 
          (viii) the opportunity for SP stockholders to receive UP Common Stock
     in an exchange that is tax-free for federal income tax purposes (except to
     the extent of any cash received) and thus continue to participate in the
     growth of the combined business and in the potential appreciation in the
     value of UP Common Stock without paying current United States federal
     income tax on the receipt of their UP Common Stock;
 
          (ix) the terms and conditions of the Merger Agreement, including the
     amount and form of the Merger Consideration, the parties' representations,
     warranties, covenants and agreements, and the conditions to their
     respective obligations set forth in the Merger Agreement;
 
          (x) the uncertainties and length of time attendant to obtaining the
     requisite ICC approval; the SP Board also considered that the uncertainties
     were alleviated significantly both by the terms of the Merger Agreement,
     pursuant to which UP, UPRR and UP Acquisition are obligated to proceed with
     the transaction even if the ICC imposes conditions upon its approval so
     long as such conditions do not change or disapprove of the Merger
     Consideration or the transaction structure (which allowed the stockholders
     who tendered their Shares in the Offer to receive a substantial premium for
     25% or more of their Shares prior to the receipt of ICC approval) or impose
     conditions which would materially and adversely affect the long-term
     benefits expected to be received by UP from the transactions contemplated
     by the Merger Agreement;
 
          (xi) in light of a potentially lengthy ICC approval process, a fixed
     exchange ratio may prove disadvantageous if during such approval period the
     shares of UP Common Stock were to decline in value;
 
          (xii) the views expressed by management that there did not appear to
     be any other party with which SP would be as good a strategic fit as UP,
     and that it was unlikely that any other party would propose a transaction
     that, taken as a whole, would be more favorable to SP and its stockholders;
     and
 
          (xiii) the Merger Agreement permitted the SP Board, in the exercise of
     its fiduciary duties, at any time prior to the purchase of at least 15% of

     the outstanding Shares pursuant to the Offer, to engage in negotiations
     with or to furnish information to third parties in response to unsolicited,
     written alternative acquisition proposals after the date of the Merger
     Agreement and to terminate the Merger Agreement in favor of a superior
     alternative acquisition proposal, and that SP received no such alternative
     acquisition proposals.
 
     The SP Board did not assign relative weights to the above factors or
determine that any factor was of particular importance. Rather, the SP Board
viewed its position and recommendations as being based on the totality of the
information presented to, and considered by, it.
 
     The SP Board recognized that, while there can be no assurance as to the
level of growth or profits to be attained by SP in the future and there can be
no assurance that the requisite ICC and other regulatory approvals for the
Merger will be obtained, the Merger and the transactions contemplated thereby
give SP's stockholders the opportunity to receive UP Common Stock pursuant to
the Merger and thereby participate in the synergies expected to be created by
the combination of SP with UP and the future growth and profits of the combined
company. See '--Estimated Synergies' below.
 
     It is expected that, if the Merger is not consummated, SP's current
management, under the general direction of the SP Board, will continue to manage
SP as an ongoing business.
 
                                       29

OPINION OF SP'S FINANCIAL ADVISOR
 
     SP retained Morgan Stanley to act as SP's financial advisor in connection
with the Offer, the Merger and related matters based upon Morgan Stanley's
qualifications, expertise and reputation, as well as Morgan Stanley's prior
investment banking relationship and familiarity with SP. At the August 3, 1995
special meeting of the SP Board, Morgan Stanley rendered an oral opinion to the
SP Board that, as of such date, the Offer Consideration and the Merger
Consideration (collectively, the 'Consideration') to be received by the holders
of Shares pursuant to the Offer and the Merger, taken together, are fair from a
financial point of view to such holders. Morgan Stanley subsequently confirmed
its oral opinion by delivery of a written opinion dated August 3, 1995.
 
     THE FULL TEXT OF MORGAN STANLEY'S OPINION, DATED AUGUST 3, 1995, WHICH SETS
FORTH, AMONG OTHER THINGS, ASSUMPTIONS MADE, PROCEDURES FOLLOWED, MATTERS
CONSIDERED AND LIMITATIONS ON THE REVIEW UNDERTAKEN, IS ATTACHED AS ANNEX C TO
THIS JOINT PROXY STATEMENT/PROSPECTUS AND IS INCORPORATED HEREIN BY REFERENCE.
SP'S STOCKHOLDERS ARE URGED TO READ THE MORGAN STANLEY OPINION IN ITS ENTIRETY.
MORGAN STANLEY'S OPINION ADDRESSES ONLY THE FAIRNESS OF THE CONSIDERATION FROM A
FINANCIAL POINT OF VIEW TO THE HOLDERS OF SHARES AND DOES NOT CONSTITUTE A
RECOMMENDATION TO ANY HOLDER OF SHARES AS TO HOW TO VOTE AT THE SPECIAL MEETING.
THE SUMMARY OF THE OPINION OF MORGAN STANLEY SET FORTH IN THIS JOINT PROXY
STATEMENT/PROSPECTUS IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT
OF SUCH OPINION.
 
     In connection with rendering its opinion dated August 3, 1995, Morgan
Stanley, among other things: (i) analyzed certain publicly available financial

statements and other information of SP and UP; (ii) reviewed certain internal
financial statements and other financial and operating data concerning SP and UP
prepared by the management of SP and UP, respectively; (iii) reviewed certain
financial projections for SP, including estimates of certain potential benefits
of the proposed business combination, prepared by the management of SP; (iv)
reviewed certain financial projections for UP prepared by the management of UP;
(v) discussed on a limited basis the past and current operations and financial
conditions and the prospects of SP and UP with senior executives of SP and UP,
respectively; (vi) reviewed the reported prices and trading activity for the
Shares and the UP Common Stock; (vii) compared the financial performance of SP
and the prices and trading activity of Shares with that of certain other
comparable publicly-traded companies and their securities; (viii) reviewed the
financial terms, to the extent publicly available, of certain comparable
acquisition transactions; (ix) discussed certain issues relating to the proposed
Spin-Off with senior executives of UP; (x) participated in discussions among
representatives of SP, UP and their financial and legal advisors; (xi) reviewed
the Merger Agreement and certain related documents; and (xii) performed such
other analyses as it deemed appropriate.
 
     In rendering its opinion, Morgan Stanley assumed and relied upon, without
independent verification, the accuracy and completeness of the information it
reviewed for purposes of its opinion. Morgan Stanley also assumed that the
financial projections, including the estimates of SP of certain potential
benefits of the proposed business combination, were reasonably prepared on bases
reflecting the best currently available estimates and judgments of the future
financial performance of SP and UP, respectively. Morgan Stanley did not make an
independent valuation or appraisal of the assets or liabilities of SP or UP, nor
was it furnished with any such appraisal. Morgan Stanley's opinion was
necessarily based on economic, market and other conditions as in effect on, and
the information made available to it as of, the date thereof. In arriving at its
opinion, Morgan Stanley was not authorized to solicit, and did not solicit,
interest from any party with respect to the acquisition of SP or any of its
assets.
 
     The following is a brief summary of the analyses performed by Morgan
Stanley and reviewed with the SP Board on July 27 and August 3, 1995 in
connection with Morgan Stanley's opinion to the SP Board:
 
     SP Common Stock Performance.  Morgan Stanley's analysis of the Share
performance consisted of: a historical analysis of closing prices and trading
volumes from January 1, 1994 to July 28, 1995; SP's indexed price performance
from January 1, 1994 to July 28, 1995 relative to the S&P 400 and relative to a
Comparable Index, which included Burlington Northern, Inc., Canadian Pacific,
Ltd., Conrail Inc., CSX Corp., Norfolk Southern Corp. and UP; and the high and
low prices in the twelve months ended July 28, 1995. The Shares have moved
closely with the Comparable Index since January 1994 and both the Shares and the
Comparable Index have been outperformed by the S&P 400 during the same period.
In the twelve months ended July 28, 1995, the Shares reached a high of $21.38
per Share and a low of $14.50 per Share. Morgan Stanley noted that the $25.00
 
                                       30

per Share to be paid in the Offer and as the Cash Consideration in the Merger
represents a substantial premium to the trading prices of Shares over the prior

12 months.
 
     UP Common Stock Performance.  Morgan Stanley's analysis of UP Common Stock
performance consisted of a historical analysis of: closing prices and trading
volumes from January 1, 1992 to July 28, 1995; UP's indexed price performance
from January 1, 1994 to July 28, 1995 relative to the S&P 400 and relative to a
Comparable Index, which included Burlington Northern, Inc., Canadian Pacific,
Ltd., Conrail Inc., CSX Corp., Norfolk Southern Corp. and SP; and the high and
low prices in the twelve months ended July 28, 1995. UP Common Stock has moved
closely with the Comparable Index since January, 1994 and both UP Common Stock
and the Comparable Index have been outperformed by the S&P 400 during the same
period. In the twelve months ended July 28, 1995, UP Common Stock reached a high
of $66.63 per share and a low of $43.75 per share. On July 28, 1995, the closing
price of UP Common Stock of $66.125 per share was at the high end of such range.
 
     Comparable Company Analysis.  Comparable company analysis ('Comparable
Company Analysis') examines a company's operating performance relative to a
group of publicly traded peers. Based on relative performance and outlook for a
company versus its peers, this analysis enables an implied unaffected market
trading value to be determined. Morgan Stanley analyzed the operating
performance of SP and UP relative to six North American railroad companies
deemed by Morgan Stanley to be reasonably comparable to SP and UP. These
companies are as follows: Burlington Northern, Inc., Canadian Pacific, Ltd.,
Conrail Inc., CSX Corp., Norfolk Southern Corp., and Santa Fe Pacific Corp.
(these six companies along with SP and UP constitute the 'Comparable
Companies'). Historical financial information used in connection with the ratios
provided below with respect to the Comparable Companies is as of the most recent
financial statements publicly available for each company as of August 3, 1995.
 
     Morgan Stanley analyzed the relative performance and value for SP and UP by
comparing certain market trading statistics for SP and UP with the Comparable
Companies. Market information used in calculating the ratios provided below is
as of July 28, 1995. Among the market trading information considered in the
valuation analysis was market price to earnings per share ('EPS') estimates for
1995 and 1996 (which, for SP, were 23.8x and 14.0x, respectively, and for UP,
were 14.7x and 12.8x, respectively; the medians for the Comparable Companies
were 13.5x and 12.2x, respectively). EPS estimates for SP, UP and the Comparable
Companies were based on estimates provided by the Institutional Brokers Estimate
System ('IBES'). As a result of the foregoing procedures, Morgan Stanley noted
that the multiples for SP and UP were generally within the range of the
multiples for the selected comparable companies.
 
     No company utilized in the Comparable Companies analysis as a comparison is
identical to SP or UP. Accordingly, an analysis of the results of the foregoing
necessarily involves complex considerations and judgments concerning differences
in financial and operating characteristics of SP and UP and other factors that
could affect the public trading value of the Comparable Companies or company to
which they are being compared. Mathematical analysis (such as determining the
average or median) is not in itself a meaningful method of using comparable
company data.
 
     Comparable Transaction Analysis.  Morgan Stanley performed an analysis of
precedent transactions involving North American railroad companies in order to
obtain a valuation range for the Shares based upon selected merger and

acquisition transactions in the railroad industry. Multiples of aggregate value
(aggregate value equals the fully diluted equity value of the offer plus any
debt assumed less cash and option proceeds) to be received by the stockholders
of SP in the Merger to revenues, to earnings before interest, taxes,
depreciation and amortization ('EBITDA'), and to earnings before interest and
taxes ('EBIT') were compared with multiples paid in certain other merger and
acquisition transactions involving North American railroad companies from
December 28, 1987 through March 17, 1995. The comparison included a total of 13
transactions. The transactions included: UP and CNW; Illinois Central Corp. and
Kansas City Southern Industries, Inc. (terminated prior to closing); Burlington
Northern, Inc. and Santa Fe Pacific Corporation; Kansas City Southern Industries
Inc. and MidSouth Corp.; Wisconsin Central Transportation Corp. (Fox Valley and
Western) and Itel Corp. (Fox River Valley Railroad and Green Bay & Western
Railroad); Virginia Retirement Systems and Richmond, Fredericksburg & Potomac
Railroad System; CSX Corp. and Richmond, Fredericksburg & Potomac Railroad
System; Virginia Retirement System and CSC Corp. (RF&P Corp.); Canadian Pacific
Ltd. and Delaware & Hudson Railway Co., Canadian Pacific Ltd. and Soo Line
Corp.; Blackstone Capital Partners L.P. & Others and
 
                                       31

CNW; Prospect Group Inc. and Illinois Central Transportation Co.; and Rio Grande
Industries, Inc. and Santa Fe (SP Transportation Company). Based on an analysis
of those transactions, a range of 1.3x to 1.8x last twelve months revenue, 7.5x
to 9.0x last twelve months EBITDA and 10.5x to 12.5x last twelve months EBIT
were applied to SP's corresponding financial statistics to suggest per Share
equity value ranges of $16.54 to $25.65, $13.93 to $18.67, and $13.89 to $18.40,
respectively. Morgan Stanley noted that the $25.00 per Share to be paid in the
Offer and as the Cash Consideration in the Merger would be at the high end of
this indicated valuation range.
 
     No transaction utilized in the comparable transaction analysis is identical
to the Merger. Accordingly, an analysis of the results of the foregoing
necessarily involves complex considerations and judgments concerning differences
in financial and operating characteristics of SP and UP and other factors that
could affect the acquisition value of the companies to which they are being
compared. Mathematical analysis (such as determining the average or median) is
not itself a meaningful method of using comparable transaction data.
 
     Discounted Cash Flow Analysis.  Morgan Stanley performed a discounted cash
flow analysis to calculate a present value of the stand-alone unleveraged free
cash flows that SP and UP are expected to generate if SP and UP perform in
accordance with scenarios based upon certain financial forecasts prepared by the
managements of SP and UP, respectively (each a 'Management Case'). With respect
to UP, Morgan Stanley analyzed a second set of financial forecasts based upon
IBES earnings estimates and IBES projected earnings growth rates ('IBES Case').
To arrive at valuations of SP and UP projected cash flows, Morgan Stanley
discounted the estimated unleveraged free cash flows that resulted from the
aforementioned assumptions over a ten-year period ending with the 2005 calendar
year using a range of discount rates of 12.0% to 13.0%. Unleveraged free cash
flows were calculated as the after-tax operating earnings of SP and UP,
respectively, plus depreciation and amortization and other non-cash items, plus
(or minus) net changes in non-cash working capital, minus projected capital
expenditures. Morgan Stanley added to the present values of the cash flows the

terminal values of SP and UP, respectively, in the year 2005, and discounted the
terminal value back using the range of discount rates described above. The
terminal value was calculated using the perpetuity method, assuming a range of
perpetual growth rates of between 3% and 4% for SP and 4% to 5% for UP. Based on
this analysis, Morgan Stanley calculated per Share equity value of SP ranging
from $14.26 to $19.28 on a fully diluted basis. The per share equity values
calculated for UP ranged from $54.35 to $74.13 based on the Management Case and
$47.87 to $66.69 based on the IBES Case, in each case on a fully diluted basis.
The per share equity value ranges for SP and UP implied by the discounted cash
flow methodology were discussed with the SP Board as one means for considering
the value of such companies' unleveraged free operating cash flows.
 
     Historical Exchange Ratio Analysis.  Morgan Stanley analyzed the historical
exchange ratio between the Shares and UP Common Stock over several time periods.
For each time period selected, the high, average and low exchange ratios were
calculated. The time periods selected for analysis were as follows: January 1,
1994 to July 28, 1995, last one year, last six months, last 90 days, last 60
days, last 30 days, last 10 days and closing price on July 28, 1995 (for which
only one exchange ratio was calculated). The average exchange ratio for each
aforementioned time period was .348, .345, .318, .300, .299, .304, .317 and
 .307, respectively. Morgan Stanley observed that the .4065 exchange ratio with
respect to the Stock Consideration reflected a substantial premium to the ratio
of UP to SP common stock prices over various periods during the previous 18
months.
 
     Segment Trading Analysis.  Another valuation methodology employed by Morgan
Stanley with respect to UP was an assessment of the fully distributed value of
UP's transportation operations (railroad and trucking) and its natural resources
operations following a 17.25% IPO of Resources Common Stock (as defined in 'THE
COMPANIES--Resources Spin-Off') and the Spin-Off of all remaining Resources
Common Stock. With respect to UP's transportation operations, Morgan Stanley
applied the Comparable Company analysis methodology described above in order to
estimate a fully distributed market trading value based upon the relative
operating performance of their respective railroad and trucking peers. With
respect to Resources, Morgan Stanley estimated a stand-alone value based upon
(i) a valuation of Resources' proved exploration and production reserves,
undeveloped acreage, minerals, gas plant operations, pipeline operations and
other assets, (ii) a multiple of 1994 EBITDA based upon relative operating
performance of its publicly traded industry peers, and (iii) a multiple of 1994
cash flow from operations based upon relative operating performance of its
publicly traded industry peers. In performing these analyses, Morgan Stanley
utilized historical financial data from UP's public filings and Resources'
published 1994 Financial and Operating Statistics, and pro forma financial
forecasts
 
                                       32

(1995-1999) provided by UP for its transportation and natural resources
operations. Such financial forecasts reflected the projected pro forma impact of
the IPO and Spin-Off.
 
     Based upon Morgan Stanley's segment trading analysis, the equity value
calculated for the transportation operations ranged from $43.39 to $50.70 per UP
share and the equity value calculated for UP shareholders' post-IPO ownership

interest in Resources ranged from $15.98 to $20.01 per UP share (such Resources
values do not include the 17.25% stake in Resources assumed to be held by public
stockholders buying Resources Common Stock in the IPO). This analysis was
reviewed with the SP Board in order to allow the SP Board to consider the
potential trading value of the UP and Resources common stock which certain SP
stockholders would ultimately hold following the Spin-Off.
 
     The preparation of a fairness opinion is a complex process and is not
necessarily susceptible to a partial analysis or summary description. Morgan
Stanley believes that its analyses must be considered as a whole and that
selecting portions of its analyses, without considering the entirety of the
analyses, would create an incomplete view of the process underlying its opinion.
In addition, Morgan Stanley may have given various analyses more or less weight
than other analyses, and may have deemed various assumptions more or less
probable than other assumptions, so that the ranges of valuations resulting for
any particular analysis described above should not be taken to be Morgan
Stanley's view of the actual value of SP.
 
     In performing its analyses, Morgan Stanley made numerous assumptions with
respect to industry performance, general business and economic conditions and
other matters, many of which are beyond the control of SP and UP. The analyses
performed by Morgan Stanley are not necessarily indicative of actual values,
which may be significantly more or less favorable than suggested by such
analyses. Such analyses were prepared solely as a part of Morgan Stanley's
analysis of the fairness of the Consideration to the holders of Shares and were
reviewed with the SP Board in connection with the delivery of Morgan Stanley's
opinion dated August 3, 1995. The analyses do not purport to be appraisals or to
reflect the prices at which SP or UP might actually be sold. Because such
estimates are inherently subject to uncertainty, none of SP, Morgan Stanley or
any other person assumes responsibility for their accuracy. In addition, as
described above, Morgan Stanley's opinion and the information provided by it to
the SP Board were two of many factors taken into consideration by the SP Board
in making its determination to approve the Merger. Consequently, the Morgan
Stanley analyses described above should not be viewed as determinative of the SP
Board's or SP management's opinion with respect to the value of SP or of whether
the SP Board or SP management would have been willing to agree to different
Consideration.
 
     The SP Board retained Morgan Stanley based upon its experience and
expertise. Morgan Stanley is an internationally recognized investment banking
and advisory firm. Morgan Stanley, as part of its investment banking business,
is continuously engaged in the valuation of businesses and securities in
connection with mergers and acquisitions, negotiated underwritings, competitive
biddings, secondary distributions of listed and unlisted securities, private
placements and valuations for corporate and other purposes. Morgan Stanley is a
full service securities firm engaged in securities trading and brokerage
activities, as well as providing investment banking and financial advisory
services. In the ordinary course of its trading and brokerage activities, Morgan
Stanley or its affiliates may at any time hold long or short positions, and may
trade or otherwise effect transactions, for its own account or the accounts of
customers, in debt or equity securities of SP or UP. In the past, Morgan Stanley
and its affiliates have provided financial advisory and financing services to SP
and have received customary fees for the rendering of these services. Recent
services rendered by Morgan Stanley to SP include serving as lead underwriter

for the debt portion of three leveraged lease financings in 1994 and 1995 and as
a co-placement agent for the equity portions of a 1994 and a 1995 leveraged
lease financing. Additionally, Morgan Stanley co-managed SP's offering of 9 3/8%
Senior Notes due 2005 in August 1993, lead-managed SP's August 10, 1993 initial
public offering of common stock and lead-managed SP's February 23, 1994 and
August 4, 1994 secondary offerings of common stock. In the past, Morgan Stanley
has also provided financial advisory and financing services to UP and has
received its customary fees for the rendering of such services. Since January 1,
1991, Morgan Stanley has received aggregate fees and underwriting discounts of
more than $28 million from SP. Recent services rendered by Morgan Stanley to UP
include serving as underwriter for the 1995 issuance of UP's 8.35% Debentures
due May 1, 2025, for which Morgan Stanley received underwriting fees of
$450,000.
 
                                       33

     MSLEF is a substantial stockholder of SP. The sole general partner of MSLEF
is Morgan Stanley Leveraged Equity Fund II, Inc. ('MSLEF II'), a wholly owned
subsidiary of Morgan Stanley Group Inc. Morgan Stanley is a wholly owned
subsidiary of Morgan Stanley Group Inc. Each of MSLEF II, Inc. and Morgan
Stanley Group Inc. may be deemed to have shared voting and dispositive power
with respect to the Shares held by MSLEF. As of August 3, 1995, MSLEF was the
record and beneficial owner of, and had the right to vote and to dispose of, an
aggregate of 13,341,580 Shares, representing approximately 8.5% of the then
outstanding Shares. Mr. Frank V. Sica, a member of the SP Board since October
1989, is a Managing Director of Morgan Stanley and a Vice Chairman and Director
of MSLEF II. In addition, Mr. Richard B. Cheney is a director of both UP and
Morgan Stanley Group Inc. and, as a UP director, abstained from voting with
respect to the Offer and Merger because of his position with Morgan Stanley
Group Inc.
 
     The consideration to be received by the stockholders of SP pursuant to the
Merger was determined through negotiations between SP and UP and was approved by
the SP Board. Morgan Stanley provided advice to SP during the course of such
negotiations, but did not make a recommendation with respect to the amount of
the Consideration.
 
     Morgan Stanley has been retained by SP to act as financial advisor to SP
with respect to the Offer, the Merger and matters arising in connection
therewith. Pursuant to a letter agreement dated November 7, 1994 (the
'Engagement Letter') between SP and Morgan Stanley, Morgan Stanley is entitled
to an advisory fee for its time and efforts on the engagement and an
announcement fee aggregating $4 million, of which $2 million became payable on
August 3, 1995 and the remaining $2 million will be payable upon stockholder
approval of the Merger. SP has also agreed to pay Morgan Stanley a transaction
fee equal to the lesser of (x) $16 million and (y) 0.425% of the aggregate value
of the Consideration. Although Morgan Stanley's actual fee will depend upon the
price of UP Common Stock at the Effective Time, based upon the $[     ] per
share closing price of UP Common Stock on December [  ], 1995, the aggregate
value of the Consideration would have been approximately $[   ] billion and
Morgan Stanley's transaction fee would have been approximately $[16] million.
Any amounts paid or payable to Morgan Stanley as advisory fees or announcement
fees will be credited against the transaction fee. SP has agreed to reimburse
Morgan Stanley for its out-of-pocket expenses, including reasonable fees and

expenses of its counsel, and to indemnify Morgan Stanley for liabilities and
expenses arising out of the Offer, the Merger and the transactions in connection
therewith, including liabilities under federal securities laws.
 
INTERESTS OF CERTAIN PERSONS
 
     Certain members of SP's management and SP's Board of Directors may be
deemed to have certain interests in the Merger that are in addition to their
interests as stockholders of SP generally. SP's Board of Directors was aware of
these interests and considered them, among other matters, in approving the
Merger Agreement and the transactions contemplated thereby.
 
     Directorships and Officerships; Matters Related to Mr. Anschutz.  The
Anschutz Shareholders Agreement provides that after the Effective Time, the UP
Board will elect Mr. Anschutz (currently Chairman of SP), or another designee
reasonably acceptable to UP, as a director of UP's Board of Directors and, if
Mr. Anschutz is the designee, will appoint Mr. Anschutz as Vice Chairman of the
Board. The Anschutz Shareholders Agreement also provides for certain
'standstill' and other restrictions and limitations with respect to the UP
Common Stock to be acquired by Mr. Anschutz and his affiliates in the Merger.
See 'SHAREHOLDERS AGREEMENTS--Anschutz Shareholders Agreement.'
 
     The Anschutz/Resources Shareholders Agreement provides that Resources will
cause a designee of TAC (other than Mr. Anschutz or persons with certain
relationships to TAC) to be appointed as a director of Resources' Board of
Directors on or prior to the consummation of the Spin-Off. See 'SHAREHOLDERS
AGREEMENTS--Anschutz/Resources Shareholders Agreement.'
 
     TAC and the Foundation have been granted certain demand and 'piggy-back'
registration rights in respect of any disposition by them of the UP Common Stock
and Resources Common Stock to be acquired in the Merger and the Spin-Off,
respectively. These registration rights are substantially the same as
registration rights held by TAC and the Foundation with respect to the SP Shares
owned by them. All expenses associated with the registration of UP Common Stock
and Resources Common Stock pursuant to the exercise of demand or piggy-
 
                                       34

back registration rights will be borne by UP and Resources, respectively, with
the exception of underwriting discounts and commissions and any expenses of TAC
and the Foundation in connection with such registration. In addition, each of UP
and Resources has agreed to provide, under certain circumstances,
indemnification in favor of TAC and the Foundation with respect to information
contained in a registration statement (except for information provided by TAC or
the Foundation). Similarly, TAC and the Foundation have agreed to provide, under
certain circumstances, indemnification in favor of UP or Resources, as the case
may be, with respect to information furnished by them to UP or Resources, as the
case may be, for use in a registration statement. See 'REGISTRATION RIGHTS
AGREEMENTS.'
 
     As of August 3, 1995, the Anschutz Shareholders beneficially owned
49,643,008 Shares, representing approximately 31.8% of the then outstanding
Shares. Of such Shares,         (representing approximately [6]% of the
outstanding Shares) were sold by the Anschutz Shareholders in the Offer.

  Resources' Relationship with the Anschutz Shareholders
 
     As a result of the Merger and the Spin-Off, it is possible that the
Anschutz Shareholders may become significant shareholders in Resources
immediately after the Spin-Off. The size of the Anschutz Shareholders' holdings
of Resources Common Stock and the presence of a designee of the Anschutz
Shareholders elected to the Board of Directors of Resources may influence the
management and policies of Resources. Resources competes with TAC, an Anschutz
Shareholder engaged in oil and gas activities, in Colorado, Wyoming, Utah, the
Gulf of Mexico, southern Louisiana and southern Texas, and, accordingly, certain
conflicts of interest between Resources and the Anschutz Shareholders may arise
in the future relating to their past and ongoing relationship. Such conflicts
may arise in connection with Resources' efforts to acquire producing properties
and companies, pursue farm-ins and other exploration agreements and hire and
retain skilled industry personnel. In addition, Resources has been involved in
significant litigation with the Anschutz Shareholders, including TAC, and is
currently a party to pending arbitration.
 
  Interests of SP Directors and Executive Officers
 
     Existing Employment Agreements.  SP maintains employment agreements with a
number of executives, including Messrs. Davis, Starzel, Orris, Harvey, Matthews,
Parsons and Galardi. These agreements provide, among other things, for the
payment of certain severance and other benefits upon certain qualifying
terminations of the employment of such officers. If Mr. Davis' employment is
terminated other than for cause, or if Mr. Davis' title or duties have
substantially changed and he resigns prior to March 1, 1998, SP will be
obligated to make certain payments to him, including an amount equal to the
greater of $1,000,000 or 75% of the base pay he would have received had he
remained employed for the full period. If the employment of any of Messrs.
Starzel, Orris, Harvey and Matthews is terminated by SP other than for cause, or
if any of them should resign following certain changes in their employment
status (such as a change in their title or duties or a reduction in their
salary, or both), SP will be obligated to make certain payments, including an
amount equal to two times the respective annual base salaries in effect on the
date of employment termination. If the employment of Mr. Parsons is terminated
by SP other than for cause, SP will be obligated to make certain payments to
him, including an amount equal to his base salary between the date of
termination of employment and June 1, 1998. If the employment of Mr. Galardi is
terminated by SP other than for cause, or if he resigns following a reduction in
title or relocation other than to Denver or San Francisco, SP will be obligated
to make certain payments to him, including an amount equal to one year's base
salary. The base salary for 1995 for Mr. Davis and Mr. Orris is $600,000 and
$450,000, respectively, and $350,000 for each of Messrs. Starzel, Harvey,
Matthews and Parsons.
 
     The existing employment agreements with Messrs. Davis, Starzel, Matthews
and Parsons provide for certain home purchase loans (respectively in the amounts
of $600,000, $        , $300,000 plus the balance of Mr. Matthews' San Francisco
residence loan and $350,000) that are interest free during employment. If the
employment of Messrs. Davis, Starzel or Matthews is terminated by SP other than
for cause, the remaining balance of the respective loan will be forgiven.

     The employment agreements and certain supplemental retirement agreements
with Messrs. Starzel, Orris, Harvey and Matthews provide each of them with
supplemental retirement benefits commencing on specified dates (or prior thereto
with appropriate actuarial reduction) and in specified monthly amounts (subject
to certain
 
                                       35

adjustments to reflect increases in the cost of living prior to commencement of
payment), which payments would continue until the later of their death or the
death of their respective spouses; provided, that the specified monthly amount
for Mr. Orris will be offset by his retirement benefits under the Southern
Pacific Rail Corporation Pension Plan. The supplemental retirement benefit for
each of Messrs. Starzel, Orris and Harvey is $10,000 per month upon reaching age
62. Mr. Matthews may elect to receive $8,500 per month beginning on September 1,
2005 or $7,500 per month beginning at any time after September 1, 2000 but
before September 1, 2005 unless Mr. Matthews voluntarily resigns his employment
prior to September 1, 2005. The employment agreement with Mr. Parsons provides
for crediting certain additional years of service pursuant to a supplemental
retirement arrangement such that he will be treated as having accrued 27 years
of benefit service with SP as of his starting date, June 1, 1995.
 
     Existing Employment and Benefit Arrangements.  The Merger Agreement
provides that UP shall cause the Surviving Corporation and its subsidiaries to
honor and assume the existing employment agreements, supplemental executive
retirement agreements and stock bonus agreements, including those described
above for the named executive officers. UP shall also cause the Surviving
Corporation and its subsidiaries to honor and assume SP's other employee benefit
plans and employee programs; provided, however, that the other employee benefit
plans and employee programs may be amended or terminated at any time in
accordance with applicable law (except to the extent benefits have already
vested thereunder). The Merger Agreement further provides that the existing
severance plan for employees of SP and its subsidiaries who are terminated other
than for cause shall be continued in effect for at least one year following the
Effective Time.
 
     Management Continuity Plan.  Pursuant to the Merger Agreement, SP and its
subsidiaries have established an MCP that provides for up to two payments to
certain non-union employees of SP or its subsidiaries based upon their continued
employment and performance during the period from the date of the Merger
Agreement (or date of hire or promotion, if later) to the date of the payment
(or, in the case of the first payment, a date which shortly precedes the date of
payment). In order to be eligible to participate in the MCP, an employee must
generally waive his or her right, if any, to receive a payment from any other
incentive plan maintained by SP or its subsidiaries or the Surviving Corporation
(or its subsidiaries), including, without limitation, the stock bonus
arrangements described in SP's Notice of Annual Meeting and Proxy Statement
dated March 27, 1995 (the '1995 SP Proxy Statement'), other than the right of
Messrs. Starzel and Harvey under separate agreements to receive 16,666 Shares
each on each of January 1, 1996 and January 1, 1997 if they have not voluntarily
resigned. Under the MCP, payment of awards will be made in two parts, with
either 50% or 60% of the award payable prior to December 31, 1995 (depending on
the classification of the employee), and the remaining portion payable at the
earlier of the 60th day following the Effective Time or any earlier date of the

employee's qualifying termination of employment. In order to be entitled to the
second portion of the award under the MCP, the employee must be employed by SP
or its subsidiaries at the Effective Time and must remain in employment for at
least 60 days immediately following the Effective Time, unless such employment
is earlier terminated at the request of the Surviving Corporation or its
subsidiaries. The Merger Agreement provides that SP may make MCP awards in an
aggregate amount up to $15,700,000, and the Merger Agreement also provides that
the maximum amount payable under the MCP will not exceed $1,400,000 and $900,000
for Messrs. Davis and Orris, respectively, and $700,000 for each of Messrs.
Starzel, Harvey, Matthews and Parsons.
 
     Equity Incentive Plan.  Pursuant to the Merger Agreement, the compensation
committee of the SP Board administering the SP EIP adopted resolutions to assure
that no holder of an outstanding award with respect to which Shares might
otherwise be issued at or after the Effective Time will have any right to
receive equity securities of SP, the Surviving Corporation or any of their
subsidiaries at or after the Effective Time. UP and the Surviving Corporation
have agreed to cause the committee under the SP EIP to make adequate provision
for the adjustment of outstanding awards under the Stock Bonus Agreements issued
pursuant to and in accordance with the terms of the SP EIP. SP will also ensure
that, following the Effective Time, no participant in any other stock based
plan, agreement, program or arrangement (including, without limitation, the
Southern Pacific Rail Corporation Employee Stock Purchase Plan) will have any
right thereunder to acquire equity securities of SP, the Surviving Corporation
or any of their subsidiaries.
 
                                       36

     Severance Arrangements.  In addition to the severance arrangements provided
under the individual employment agreements, and SP's existing severance plan, SP
and its subsidiaries, pursuant to the Merger Agreement, established an enhanced
severance program (the 'Enhanced Severance Program') to provide certain
additional severance amounts to certain terminated, non-union employees who
become entitled to severance pursuant to the existing severance plan, the
substantially identical plans to be established for certain subsidiaries which
do not currently have a severance plan, or the individual employment agreements
which provide severance benefits. The Merger Agreement provides that the
Enhanced Severance Program plus all severance otherwise payable may provide
aggregate benefits not in excess of $22,000,000 to all employees covered by the
Enhanced Severance Program, and also provides that the total amount of severance
benefits that may be paid to Messrs. Davis, Orris, Starzel, Harvey, Matthews and
Parsons (excluding certain miscellaneous items) will not exceed $1,600,000,
$1,350,000, $1,050,000, $1,050,000, $1,050,000 and $1,020,833, respectively. For
purposes of the Enhanced Severance Program, participants will be divided into
three categories, and the severance amount payable will range from an additional
one year's base salary for certain employees (in addition to the severance
otherwise payable) to the incremental amount necessary to provide an aggregate
of 18 months or one year of severance for other employees.
 
     It is anticipated that SP will pay its executive officers a maximum of
approximately $13.5 million in payments related to the proposed Merger if the
employment of all such officers is terminated. No payments will be made to UP
officers as a result of the change of control.

     Certain additional information with respect to executive compensation and
related employee benefits and other information concerning SP's executive
officers or directors, as modified by the foregoing discussion, is set forth in
the 1995 SP Proxy Statement. See 'INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE.' Because Mr. Parsons and Mr. Galardi were not employed with SP in
1994, the 1995 SP Proxy Statement does not contain information about their
compensation arrangements. Their employment agreements are filed as exhibits to
SP's Schedule 14D-9 and are incorporated herein by reference. See 'INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE' and 'AVAILABLE INFORMATION.'
 
     Indemnification.  Pursuant to the terms of the Merger Agreement, UP has
agreed that at all times after the Effective Time it will indemnify, or will
cause the Surviving Corporation and its subsidiaries to indemnify, each
director, officer, employee or agent of SP (an 'Indemnified Party') to the same
extent and in the same manner as is now provided in the respective charters or
by-laws of SP and such subsidiaries or otherwise in effect on the date of the
Merger Agreement, with respect to any claim, liability, loss, damage, cost or
expense (whenever asserted or claimed) ('Indemnified Liability') based in whole
or in part on, or arising in whole or in part out of, any matter existing or
occurring at or prior to the Effective Time. UP will, and will cause the
Surviving Corporation to, maintain in effect for not less than six years after
consummation of the Merger the current policies of directors' and officers'
liability insurance maintained by SP and its subsidiaries on the date hereof or
at least the same coverage; provided, however, that if the aggregate annual
premiums for such insurance at any time during such period will exceed 200% of
the per annum rate of premium currently paid by SP and its subsidiaries for such
insurance on the date of the Merger Agreement, then UP will cause the Surviving
Corporation to provide the maximum coverage that will be available at an annual
premium equal to 200% of such rate, and UP, in addition to the indemnification
provided above, will indemnify the Indemnified Parties for the balance of such
insurance coverage on the same terms and conditions as though UP were the
insurer under those policies. Without limiting the foregoing, in the event any
Indemnified Party becomes involved in any capacity in any action, proceeding or
investigation based in whole or in part on any matter, including the
transactions contemplated by the Merger Agreement, existing or occurring at or
prior to the Effective Time, then to the extent permitted by law, UP will, or
will cause the Surviving Corporation to, periodically advance to the Indemnified
Party its legal and other expenses, subject to the provision by such Indemnified
Party of an undertaking to reimburse the amounts so advanced in the event of a
final determination by a court of competent jurisdiction that such Indemnified
Party is not entitled thereto.
 
  Certain Relationships and Related Transactions
 
     Certain information with respect to certain transactions between SP and
certain affiliates of Mr. Anschutz or TAC is set forth in the 1995 SP Proxy
Statement, under the section entitled 'Compensation Committee Interlocks and
Insider Participation,' and is incorporated herein by reference. See
'INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE' and 'AVAILABLE INFORMATION.'
SP plans to continue its
 
                                       37

activities under these agreements, as disclosed to UP pursuant to the Merger

Agreement. SP also is considering, and has so disclosed to UP pursuant to the
Merger Agreement, certain other proposed transactions with TAC or one of TAC's
affiliates involving (i) the purchase by an affiliate of TAC of certain tracts
of land, (ii) amendments to the pipeline easement described in the 1995 SP Proxy
Statement and (iii) the grant to an affiliate of TAC of additional fiber optic
easements of the type generally referenced in the 1995 SP Proxy Statement.
Completion of these proposed transactions is subject to approval by independent
directors of SP after receipt of an appraisal from an independent appraiser that
the terms are fair to SP and comparable to an arms-length transaction with an
unaffiliated party. See 'THE MERGER AGREEMENT--Interim Operations of SP.'
 
  Certain Other Matters
 
     MSLEF is a substantial stockholder of SP. The sole general partner of MSLEF
is MSLEF II, a wholly owned subsidiary of Morgan Stanley Group Inc. Each of
MSLEF II and Morgan Stanley Group Inc. may be deemed to have shared voting and
dispositive power with respect to the Shares held by MSLEF. As of August 3,
1995, MSLEF was the record and beneficial owner of, and had the right to vote
and to dispose of, an aggregate of 13,341,580 Shares, representing approximately
8.5% of the then outstanding Shares. Of such Shares,        Shares (representing
approximately [3.2]% of the outstanding Shares) were sold by MSLEF in the Offer.
MSLEF has entered into the MSLEF Shareholder Agreement (as defined), which
contains voting provisions substantially similar to those contained in the
Anschutz Shareholders Agreement. Mr. Frank V. Sica, a member of the Board of
Directors of SP since October 1989, is a Managing Director of Morgan Stanley and
a Vice Chairman and Director of MSLEF II. Morgan Stanley has acted as financial
advisor to SP in connection with the Offer and the Merger and has rendered to
the SP Board an opinion that the Consideration to be received by the SP
stockholders pursuant to the Offer and the Merger, taken together, is fair from
a financial point of view to such stockholders. Morgan Stanley is a wholly owned
subsidiary of Morgan Stanley Group Inc. In addition, Richard B. Cheney is a
director of both UP and Morgan Stanley Group Inc. See 'THE MERGER--Opinion of
SP's Financial Advisor.' Morgan Stanley participated in the underwriting
syndicate, but not as a lead or co-lead underwriter, for the IPO. As previously
described, Morgan Stanley is entitled to an advisory fee from SP for its time
and efforts in connection with the Offer and the Merger and an announcement fee
aggregating $4 million, of which $2 million became payable on August 3, 1995 and
the remaining $2 million will be payable upon stockholder approval of the
Merger. SP has also agreed to pay Morgan Stanley a transaction fee equal to the
lesser of (x) $16 million and (y) 0.425% of the aggregate value of the
Consideration. Any amounts paid or payable to Morgan Stanley as advisory or
announcement fees will be credited against the transaction fee.
 
CERTAIN PROJECTED FINANCIAL INFORMATION
 
     SP, in March 1995, provided UP and its financial advisors with certain
business and financial information which UP and SP believe was not publicly
available. Such information included, among other things, certain financial
projections for 1995 through 1999 (the 'March SP Projections') prepared by
management of SP as a long-range plan. In late July, SP furnished UP with
updated financial projections for 1995 and 1996 (the 'July SP Projections'),
which updated projections reflected a decline in projected results from the
March SP Projections. The July SP Projections did not take into account any of
the potential effects of the transactions contemplated by the Offer and the

Merger. SP does not as a matter of course publicly disclose internal projections
as to future revenues, earnings or financial condition.
 
     Although both the March SP Projections and July SP Projections were based
upon assumptions believed to have been reasonable when they were made, based on,
among other things, SP's operating performance and results since the execution
of the Merger Agreement (see 'UNAUDITED PRO FORMA FINANCIAL STATEMENTS OF UP AND
SP'), changes in freight mix and volumes, the general economic outlook and other
matters, as of the date of this Joint Proxy Statement/Prospectus, SP's
management does not believe that SP's operating results reflected in either the
March SP Projections or the July SP Projections will be attained. The March SP
Projections showed operating revenues of $3.327 billion in 1995 increasing to
$3.976 billion in 1999, operating income of $448 million in 1995 increasing to
$799 million in 1999, and net income of $203 million in 1995 increasing to $391
million in 1999. The March SP Projections assumed gains from real estate sales
(excluding the sales of major properties and transit corridors) of $67 million
in 1995 and $60 million thereafter. The March SP Projections also included cash
flow data which showed operating cash flows of $309 million in 1995 increasing
to $618 million in 1999, available cash of $688 million in 1995 increasing to
$814
 
                                       38

million in 1999, and a net change in cash of $(28) million in 1995, $121 million
in 1996, $254 million in 1997, $315 million in 1998 and $264 million in 1999. In
connection with the March SP Projections, SP also furnished UP with projected
balance sheets of SP for the years 1995 through 1999. Such balance sheets
projected total assets of SP increasing from $4,684 million at December 31, 1995
to $7,062 million at December 31, 1999, and total stockholders' equity
increasing from $1,261 million at December 31, 1995 to $2,564 million at
December 31, 1999. The July SP Projections showed operating revenues of
approximately $3.2 billion in 1995 and $3.3 billion in 1996, operating income of
approximately $320 million to $280 million in 1995 and approximately $445
million in 1996, and net income of approximately $134 million to $110 million in
1995 and approximately $201 million in 1996.
 
     THE PROJECTIONS WERE NOT PREPARED WITH A VIEW TO PUBLIC DISCLOSURE OR
COMPLIANCE WITH PUBLISHED GUIDELINES OF THE COMMISSION OR THE GUIDELINES
ESTABLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS. THE
PROJECTIONS ARE INCLUDED IN THIS JOINT PROXY STATEMENT/PROSPECTUS ONLY BECAUSE
SUCH INFORMATION WAS PROVIDED TO UP. NONE OF SP, UP, UP ACQUISITION, UPRR OR ANY
PARTY TO WHOM THE PROJECTIONS WERE PROVIDED ASSUMES ANY RESPONSIBILITY FOR THE
ACCURACY OF SUCH INFORMATION. AS DESCRIBED ABOVE, ALTHOUGH UP HAS BEEN ADVISED
BY SP THAT THESE PROJECTIONS WERE CONSIDERED REASONABLE BY SP AT THE TIME THEY
WERE FURNISHED TO UP, SP'S MANAGEMENT NO LONGER BELIEVES THAT SP'S OPERATING
RESULTS REFLECTED IN SUCH PROJECTIONS WILL BE ACHIEVED. ACCORDINGLY, ACTUAL
RESULTS ARE LIKELY TO VARY MATERIALLY FROM THOSE SHOWN. THE PROJECTIONS HAVE NOT
BEEN EXAMINED OR COMPILED BY SP'S INDEPENDENT PUBLIC ACCOUNTANTS. FOR THESE
REASONS, AS WELL AS THE BASES ON WHICH SUCH PROJECTIONS WERE COMPILED, IT IS
LIKELY THAT SUCH PROJECTIONS WILL NOT BE REALIZED. THE INCLUSION OF SUCH
PROJECTIONS HEREIN SHOULD NOT BE REGARDED AS AN INDICATION THAT SP, UP, UP
ACQUISITION, UPRR OR ANY OTHER PARTY WHO RECEIVED SUCH INFORMATION CONSIDERS IT
AN ACCURATE PREDICTION OF FUTURE EVENTS.

ESTIMATED SYNERGIES
 
     UP and SP filed an application for approval of the Merger with the ICC on
November 30, 1995. As part of that application, UP and SP indicated to the ICC
that, in their view, the Merger will yield annual benefits to the merged company
of approximately $660 million once the Merger has been fully implemented over a
projected five-year period. These benefits consist of a significant increase in
operating income as well as an avoidance of certain annual capital expenditures.
This projected increase in operating income from the Merger is expected to
result from both operating efficiencies and increased revenues. The application
to the ICC states that the estimated annual increase in operating income will be
approximately $612 million per year when the Merger is fully implemented after
five years. This increase is projected to be achieved over the first five years
following consummation of the Merger with approximately 38% of the increase
expected to be achieved by the end of the first year and over 90% of the
increase expected to be achieved by the end of the third year. This projected
increase in operating income does not include the noncash effects of applying
purchase accounting as shown on the pro forma combined statements of operations
or of increased depreciation from additional capital expenditures described
below needed to obtain these benefits. The avoidance of certain capital
expenditures is projected to be $48 million annually. All of these estimated
Merger benefits use 1994 as a base year and are stated in 1994 dollars.
 
     The ICC application will state that significant savings will be achieved in
the general and administrative, overhead and support functions of the merged
company. The application identifies approximately $105 million annually in
estimated savings after five years, not including savings in personnel costs.
The material assumption underlying these savings is improved efficiency
associated with information systems and purchasing.
 
     The ICC application also states that a number of opportunities exist for
significant reduction in operating costs and improvement in equipment
utilization. These operating efficiencies are expected to be achieved through
operations and transportation savings, maintenance of way and equipment savings,
and mileage savings from use of shorter, more efficient routes. These
operational savings are estimated to be approximately $170 million annually
after five years, not including savings in personnel costs. The material
assumptions underlying these savings are included in the Operating Plan that
is part of the ICC application. The Operating Plan describes the internal
rerouting of traffic, consolidation of common point facilities and
rationalization of system facilities that will be implemented after the Merger.
 
     The ICC application states that significant savings will be achieved
through reduction in general and administrative and operating positions. The
application identifies approximately $261 million in estimated annual
 
                                       39

savings after five years. The material assumption underlying these savings is
that duplicative activities will be eliminated and productivity will be improved
through rationalization, centralization and application of improved systems
technology.
 
     The ICC application also states that freight revenues will increase as

a result of the Merger. Traffic increases associated with extending length of
haul, diversions from other railroads, trucks and water carriers, and
stimulation of new shipments are projected to increase revenues (net of costs
associated with this traffic) by about $76 million annually after five years.
This includes the impact of implementing the agreement with BNSF to maintain
competition at all locations that would go from two serving railroads to one.
The material assumptions underlying these revenue gains are faster, more
frequent and more reliable service, extended single line service and related
efficiencies. UP and SP have conducted studies that show how these improvements
will divert traffic from other railroads and attract additional intermodal
traffic by diverting traffic from truck to rail.
 
     In order to achieve these increases in operating income, it is estimated
that certain nonrecurring cash costs of $1,266 million would be incurred during
the first five years after the Merger. Employee separation, relocation and other
one-time costs are estimated to be $357 million. In addition, $1,207 million in
projected incremental capital expenditures (net of the reduction in capital
expenditures referred to in the first paragraph of this section) in the first 5
years will be required to implement the Merger but will be partially offset by
asset sales resulting from the Merger estimated to be $298 million.
Approximately 55 percent of the incremental capital expenditures are projected
to be spent on the SP system while approximately 45 percent will be spent on the
UP system.
 
     Management of UP estimates the possible ongoing Merger benefits to
operating income will be achieved as follows: $233 million benefit during the
first year following consummation of the Merger (assumed to occur in September
1996), $481 million benefit during the second year following the Merger, $577
million benefit during the third year following the Merger, $595 million during
the fourth year following the Merger and $612 million during the fifth year
following the Merger. These benefits exclude the effect of one-time costs
related to the Merger referred to in the previous paragraph since the amount of
such costs that will be charged to expense cannot presently be determined. UP 
estimates that the Merger would result in the initial dilution in UP's earnings
per share from continuing operations of less than 10% in calendar 1996 and
slightly more than 10% in 1997, and would be accretive in 1998.
 
     THE FOREGOING ESTIMATES ARE INHERENTLY SUBJECT TO SIGNIFICANT UNCERTAINTIES
AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE CONTROL OF UP. THERE CAN BE NO
ASSURANCE THAT THEY WILL BE ACHIEVED AND ACTUAL RESULTS MAY VARY MATERIALLY FROM
THOSE ESTIMATED. THE INCLUSION OF SUCH ESTIMATES HEREIN SHOULD NOT BE REGARDED
AS AN INDICATION THAT UP, UP ACQUISITION, UPRR, SP OR ANY OTHER PARTY CONSIDERS
SUCH ESTIMATES AN ACCURATE PREDICTION OF FUTURE EVENTS.
 
MERGER CONSIDERATION
 
     Pursuant to the Merger Agreement, each Share (other than Shares owned by SP
as treasury stock and Shares owned by UP, UP Acquisition, UPRR or any other
direct or indirect wholly owned subsidiary of UP, which Shares will be cancelled
and retired at the Effective Time) shall at the Effective Time, be converted, at
the election of the holder, subject to proration and the limitations described
below, into the right to receive (i) the Stock Consideration, (ii) the Cash
Consideration or (iii) a combination thereof. Holders of Shares will be
permitted to make a Stock Election and/or a Cash Election (each as defined in

'--Election Procedures') with respect to all or any portion of the Shares held
by such holder. The aggregate number of Shares to be converted into the right to
receive UP Common Stock in the Merger pursuant to the Merger Agreement will be
equal as nearly as practicable to 60% of all outstanding Shares at the time of
the Merger; and the aggregate number of Shares to be converted into the right to
receive the Cash Consideration in the Merger pursuant to the Merger Agreement,
together with the Acquired Shares, will be equal as nearly as practicable to 40%
of all outstanding Shares. Accordingly, of the Shares outstanding immediately
prior to the Merger (other than the Acquired Shares), 20% of such Shares will be
acquired for cash and 80% of such Shares will be acquired in exchange for shares
of UP Common Stock. See '--Election Procedures' and 'THE MERGER
AGREEMENT--Conversion of Shares.'
 
                                       40

EFFECTIVE TIME
 
     The Merger will become effective, following the satisfaction or waiver
(where permissible) of the conditions set forth in the Merger Agreement, upon
the date on which the articles of merger (the 'Articles of Merger') and a
certificate of merger (the 'Certificate of Merger'), each with respect to the
Merger, have been duly filed with the Division of Corporations and Commercial
Code of the State of Utah and the Secretary of State of the State of Delaware,
respectively, or such time as is agreed upon by the parties and specified in the
Articles of Merger and Certificate of Merger, and such time is hereinafter
referred to as the 'Effective Time.'
 
FINANCING OF THE TRANSACTION
 
     UP estimates that the total amount of funds required to pay the Cash
Consideration and to pay all related costs and expenses will be approximately
$600 million.
 
     UP plans to obtain the necessary funds from available cash and working
capital, and either pursuant to an existing $1.1 billion credit facility with
various commercial banks (the '$1.1 Billion Facility'), a $1.4 billion credit
facility with various commercial banks (the '$1.4 Billion Facility'), other
credit facilities which may be established in the future (the $1.1 Billion
Facility, the $1.4 Billion Facility and any such future facility, the
'Facilities'), or through the issuance of long or short-term debt securities
(including commercial paper notes) (the 'Debt Securities'). The current
Facilities are described below.
 
     UP expects to repay all or a portion of the balances outstanding on the
date hereof under the Facilities ($831 million) prior to the date that the Cash
Consideration will be paid. It is anticipated that such repayments will be made
from internally generated funds, sales of receivables or through the issuance of
long or short-term debt securities. No final decisions have been made concerning
the method UP will employ to repay such indebtedness. Such decisions when made
will be based on UP'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.
 
     UP's commercial paper program involves the private placement of unsecured,

commercial paper notes with maturities of up to 270 days. The commercial paper
generally has an effective interest rate approximating the then market rate of
interest for commercial paper of similar rating, currently approximating [  ]%.
 
     On April 11, 1995, UP entered into the $1.1 Billion Facility with 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 UP with
a revolving credit facility in the amount of $1.1 billion which will terminate
on April 11, 2000.
 
     The interest rate on the drawings under the $1.1 Billion Facility is
expected to be in the range of .150% to .500% above the London Interbank Offered
Rate ('LIBOR') per annum, and would be in addition to a facility fee ranging
from .100% to .250% per annum, in each case based on UP's credit rating.
 
     The $1.4 Billion Facility was established pursuant to a Revolving Credit
Agreement, dated as of March 2, 1993, as amended, among UP, Chemical Bank, as
administrative agent, Credit Suisse and NationsBank, N.A. (Carolinas), as
co-agent, and various banks name therein. The $1.4 Billion Facility will
terminate on March 2, 2000. The interest on the drawings under the $1.4 Billion
Facility will range from .15% to .50% above LIBOR per annum, and would be in
addition to a facility fee ranging from .10% to .25% per annum, in each case
based on UP's credit rating. The facility fee is payable on the entire amount of
the $1.4 Billion Facility, whether used or unused.
 
     The foregoing description of the terms and provisions of the Facilities is
qualified in its entirety by reference to the text of each credit agreement
relating to the respective Facility, copies of which are filed as exhibits to
the Registration Statement and are incorporated herein by reference.
 
     The proceeds of the Facilities are available for general corporate purposes
of UP which would include the financing for the Offer and Merger.
 
                                       41

ACCOUNTING TREATMENT
 
     The Merger will be accounted for under the 'purchase' method of accounting
in accordance with generally accepted accounting principles ('GAAP').
 
ELECTION PROCEDURES
 
     Elections.  The Merger Agreement provides that each holder of Shares (other
than Shares owned by SP as treasury stock and any Shares owned by UP, UP
Acquisition, UPRR or any other direct or indirect wholly owned subsidiary of UP,
which Shares will be cancelled and retired at the Effective Time) has the right,
subject to the proration and the limitations described below, to submit a
request (an 'Election') specifying the number of Shares owned by such holder
which such holder desires to have converted into either:
 
          (i) .4065 shares of UP Common Stock per Share (the 'Stock Election');
     or

          (ii) the Cash Consideration (the 'Cash Election').
 
     Holders of Shares will be permitted to make a Stock Election and/or a Cash
Election with respect to all or any portion of the Shares held by such holder.
 
     All Stock Elections and Cash Elections must be made on the Form of Election
which will be mailed to SP stockholders at least ten business days prior to the
Election Deadline (as defined below). Additional copies of the Form of Election
will be available upon request from Citibank, N.A., as exchange agent (the
'Exchange Agent'), at [       ], or from SP's proxy solicitor, D.F. King & Co.,
Inc., at 77 Water Street, New York, New York 10005, (call Toll Free)
1-800-697-6974, or (212) 269-5550.
 
     The purpose of the Election procedure is to permit holders of Shares to
express their preferences for the type of consideration they wish to receive in
the Merger, provided that a number of Shares (together with the Acquired Shares)
as nearly as practicable equal to 40% of the outstanding Shares be converted
into the right to receive the Cash Consideration, and a number of shares as
nearly as practicable equal to 60% of the outstanding Shares, be converted into
the right to receive UP Common Stock. As discussed below, subject to the
proration and the limitations described below, the Stock Elections and Cash
Elections made by holders of Shares will be honored in issuing shares of UP
Common Stock and the Cash Consideration after the Effective Time.
 
     ALTHOUGH THERE CAN BE NO ASSURANCE THAT A HOLDER OF SHARES WILL RECEIVE THE
CONSIDERATION THAT HE OR SHE ELECTS AS TO ALL OF HIS OR HER SHARES, A HOLDER OF
SHARES HAVING A PREFERENCE AS TO THE FORM OF CONSIDERATION TO BE RECEIVED FOR
HIS OR HER SHARES SHOULD MAKE AN ELECTION, BECAUSE SHARES AS TO WHICH AN
ELECTION HAS BEEN MADE WILL BE GIVEN PRIORITY IN ALLOCATING SUCH CONSIDERATION
OVER SHARES AS TO WHICH NO ELECTION IS RECEIVED. NEITHER SP NOR THE SP BOARD
MAKES ANY RECOMMENDATION AS TO WHETHER STOCKHOLDERS SHOULD ELECT TO RECEIVE THE
CASH CONSIDERATION OR THE STOCK CONSIDERATION IN THE MERGER. EACH STOCKHOLDER
MUST MAKE HIS OR HER OWN DECISION WITH RESPECT TO SUCH ELECTION. IF A
STOCKHOLDER MAKES NO ELECTION, HE OR SHE WILL RECEIVE THE CASH CONSIDERATION
AND/OR THE STOCK CONSIDERATION IN THE MERGER AS DESCRIBED BELOW.
 
     Failure of a holder of Shares to complete properly and to return the Form
of Election, together with certificates representing such holder's Shares, or an
appropriate guarantee of delivery of certificates for such Shares, to the
Exchange Agent by the Election Deadline and to comply with the election
procedures described in this Joint Proxy Statement/Prospectus and the Form of
Election (including the instructions thereto) will cause such holder's Shares to
be converted into UP Common Stock or the right to receive the Cash Consideration
without regard to the preference of such holder of Shares.
 
     As used herein, 'Election Deadline' means the date announced by UP, in a
news release delivered to the Dow Jones News Service, as the last day on which
Forms of Election will be accepted; provided, that such date shall be a business
day no earlier than twenty business days prior to the Effective Time and no
later than the date on which the Effective Time occurs and shall be at least
five business days following the date of such news release; provided further,
that UP shall have the right to set a later date as the Election Deadline so
long as such later date is no later than the date on which the Effective Time
occurs.

     On December [  ], 1995, the closing price of UP Common Stock on the NYSE
was $[  ] per share. Accordingly, the market value of .4065 shares of UP Common
Stock, based on such closing price, was $[   ]. THE MARKET VALUE OF THE UP
COMMON STOCK AFTER THE EFFECTIVE TIME WILL, AMONG OTHER THINGS, DEPEND UPON, AND
IS EXPECTED TO FLUCTUATE WITH, THE PERFORMANCE OF UP, WHETHER OR NOT THE
SPIN-OFF OCCURS,
 
                                       42

CONDITIONS (ECONOMIC OR OTHERWISE) AFFECTING THE RAILROAD, TRUCKING AND OIL AND
GAS INDUSTRIES AND MARKET CONDITIONS AND OTHER FACTORS THAT GENERALLY INFLUENCE
PRICES OF SECURITIES. MOREOVER, THERE CAN BE NO ASSURANCE THAT AT OR AFTER THE
EFFECTIVE TIME THE MARKET VALUE OF THE STOCK CONSIDERATION AND THE CASH
CONSIDERATION TO BE RECEIVED IN THE MERGER WILL BE EQUAL. BECAUSE THE TAX
CONSEQUENCES OF RECEIVING CASH OR UP COMMON STOCK WILL DIFFER, SP STOCKHOLDERS
ARE URGED TO READ CAREFULLY THE INFORMATION SET FORTH UNDER THE CAPTION '--
CERTAIN FEDERAL INCOME TAX CONSEQUENCES' BELOW.
 
     Completing the Form of Election.  To make a proper Election, a holder of
Shares must have delivered to the Exchange Agent at the address specified in the
Form of Election, prior to the Election Deadline the following:
 
          (a) a Form of Election properly completed in accordance with the
     instructions thereon and signed by the record holder of the Shares as to
     which such Election is being made, and
 
          (b) either (i) the certificates for such Shares or (ii) an appropriate
     guarantee of delivery of certificates for such Shares.
 
     A form of the guarantee of delivery will be set forth in the Form of
Election, and, unless stock certificates are submitted with the Form of
Election, a guarantee of delivery must be properly executed by a member of any
registered national securities exchange or a member of the National Association
of Securities Dealers, Inc. ('NASD') or a bank, broker, dealer, credit union or
other entity that is a member in good standing of the Securities Transfer
Agent's Medallion Program, and certificates for the Shares covered by such
guarantee must in fact be received by the Exchange Agent by the time specified
in such guarantee for a valid Form of Election to have been submitted.
 
     Any holder of Shares may, at any time prior to the Election Deadline,
change his or her Election by submitting to the Exchange Agent a properly
completed and signed revised Form of Election and all required additional
documents, provided that the Exchange Agent receives such revised Form of
Election and other necessary documents prior to the Election Deadline. Any
holder of Shares may, at any time prior to the Election Deadline, revoke his or
her prior valid Election by written notice received by the Exchange Agent prior
to the Election Deadline or by written withdrawal prior to the Election Deadline
of his or her certificates for Shares (or of the guarantee of delivery of such
certificates) previously deposited with the Exchange Agent.
 
     All Elections will be revoked automatically if the Exchange Agent is
notified in writing by UP or SP that the Merger Agreement has been terminated.
Any holder of Shares who has deposited certificates for Shares of SP with the

Exchange Agent will have the right to withdraw such certificates by written
notice received by the Exchange Agent prior to the Election Deadline and thereby
revoke his or her Election as of the Election Deadline if the Merger shall not
have been consummated prior thereto.
 
     Other Rules.  UP has the right to make rules, not inconsistent with the
terms of the Merger Agreement, governing the validity of Forms of Election, the
manner and extent to which Elections are to be taken into account in making the
determinations required by the Merger Agreement, the issuance and delivery of
certificates for UP Common Stock for Shares converted into such stock in the
Merger and the payment of cash for Shares converted into the right to receive
the Cash Consideration in the Merger.
 
     Allocation of UP Common Stock and Cash Consideration; Proration.  The
aggregate number of Shares to be converted into UP Common Stock pursuant to the
Merger will be equal as nearly as practicable to 60% of all outstanding Shares
immediately prior to the Effective Time; and the number of Shares to be
converted into the right to receive the Cash Consideration in the Merger
pursuant to the Merger Agreement, together with the Acquired Shares, will be
equal as nearly as practicable to 40% of all outstanding Shares immediately
prior to the Effective Time.
 
     If Stock Elections are received for a number of Shares that is 60% or less
of the outstanding Shares immediately prior to the Effective Time, each Share
covered by a Stock Election will be converted in the Merger into .4065 of a
share of UP Common Stock (the 'Conversion Fraction'). In the event that between
the date of the Merger Agreement and the Effective Time, the issued and
outstanding shares of UP Common Stock will have been affected or changed into a
different number of shares or a different class of shares as a result of a stock
split, reverse stock split, stock dividend, spin-off, extraordinary dividend,
recapitalization, reclassification or other similar transaction with a record
date within such period, the Conversion Fraction will be appropriately adjusted.
 
                                       43

     If Stock Elections are received for more than 60% of the outstanding
Shares, each Share as to which an Election is not in effect at the Election
Deadline (other than Shares purchased pursuant to the Offer) (a 'Non-Electing
Share') and each Share for which a Cash Election has been received will be
converted into the right to receive the Cash Consideration in the Merger, and
the Shares for which Stock Elections have been received will be converted into
UP Common Stock and the right to receive the Cash Consideration in the following
manner:
 
          (1) The Exchange Agent will distribute with respect to Shares as to
     which a Stock Election has been made a number of shares of UP Common Stock
     equal to the Conversion Fraction with respect to a fraction of such Shares,
     the numerator of which fraction shall be 60% of the number of outstanding
     Shares and the denominator of which shall be the aggregate number of Shares
     covered by Stock Elections; and
 
          (2) Shares covered by a Stock Election and not fully converted into
     the right to receive UP Common Stock as set forth in clause (1) above will
     be converted in the Merger into the right to receive the Cash Consideration

     for each Share so converted.
 
     If the number of Acquired Shares and Shares for which Cash Elections are
received in the aggregate is 40% or less of the outstanding Shares, each Share
covered by a Cash Election will be converted in the Merger into the right to
receive the Cash Consideration.
 
     If the number of Acquired Shares and Shares for which Cash Elections are
received in the aggregate is more than 40% of the outstanding Shares, each
Non-Electing Share and each Share for which a Stock Election has been received
will be converted in the Merger into a fraction of a share of UP Common Stock
equal to the Conversion Fraction, and the Shares for which Cash Elections have
been received will be converted into the right to receive the Cash Consideration
and UP Common Stock in the following manner:
 
          (1) The Exchange Agent will distribute with respect to Shares as to
     which a Cash Election has been made the Cash Consideration with respect to
     a fraction of such Shares, the numerator of which fraction will be 40% of
     the number of outstanding Shares minus the number of Acquired Shares and
     the denominator of which will be the aggregate number of Shares covered by
     Cash Elections; and
 
          (2) Shares covered by a Cash Election and not fully converted into the
     right to receive the Cash Consideration as set forth in clause (1) above
     will be converted in the Merger into the right to receive a number of
     shares of UP Common Stock equal to the Conversion Fraction for each Share
     so converted.
 
     If Stock Elections are received for less than 60% of the outstanding Shares
and Cash Elections, together with the Acquired Shares, are received for less
than 40% of the outstanding Shares, the Exchange Agent will distribute with
respect to each Non-Electing Share, the Cash Consideration with respect to a
fraction of such Non-Electing Share, where such fraction is calculated in a
manner that will result in the sum of (i) the number of Shares converted into
cash pursuant to this paragraph, (ii) the number of Shares for which Cash
Elections have been received and (iii) the number of Shares purchased pursuant
to the Offer being as close as practicable to 40% of the outstanding Shares.
Each Non-Electing Share not converted into the right to receive the Cash
Consideration as set forth in the preceding sentence will be converted in the
Merger into the right to receive a number of shares of UP Common Stock equal to
the Conversion Fraction for each Non-Electing Share so converted.
 
     In lieu of any fractional share of UP Common Stock, UP will pay to each
former stockholder of SP who otherwise would be entitled to receive a fractional
share of UP Common Stock an amount in cash determined by multiplying (i) the
Average UP Share Price on the date on which the Effective Time occurs by (ii)
the fractional interest in a share of UP Common Stock to which such holder would
otherwise be entitled. For purposes hereof, the 'Average UP Share Price' shall
mean the average closing sales price, rounded to four decimal points, of UP
Common Stock as reported on the New York Stock Exchange Composite Tape, for the
twenty consecutive trading days ending on the trading day which is five trading
days prior to the Effective Time.
 
     AS A RESULT OF THE PRORATION AND OTHER LIMITATIONS, HOLDERS OF SHARES OF SP

COMMON STOCK MAY RECEIVE SHARES OF UP COMMON STOCK OR THE CASH CONSIDERATION IN
AMOUNTS THAT MAY VARY FROM THE AMOUNTS SUCH HOLDERS ELECT TO RECEIVE. SUCH
HOLDERS WILL NOT BE ABLE TO CHANGE THE AMOUNTS OF UP COMMON STOCK OR THE CASH
CONSIDERATION ALLOCATED TO THEM.
 
                                       44

EXPENSES RELATED TO THE MERGER
 
     UP estimates its third-party transactions costs in connection with the
Merger to be approximately $30 million which will be included in the purchase
price allocation. SP estimates its third-party transaction costs in connection
with the Merger to be approximately $20 million which are charged to expense as
incurred.
 
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
 
     The following discussion is a summary of the material federal income tax
consequences of the Offer and Merger to holders of Shares who hold the Shares as
capital assets and is based upon the advice of counsel to UP and SP. The
discussion set forth below is for general information only and may not apply to
certain categories of holders of Shares subject to special treatment under the
Internal Revenue Code of 1986, as amended (the 'Code'), such as foreign holders
and holders whose Shares were acquired as compensation. This summary is based
upon laws, regulations, rulings and decisions currently in effect, all of which
are subject to change, retroactively or prospectively, and to possibly differing
interpretations. No ruling will be requested from the Internal Revenue Service
(the 'IRS') regarding the tax consequences of the Merger and, accordingly, there
can be no assurance that the IRS will agree with the discussion of the tax
consequences of the Offer and the Merger set forth below.
 
     Tax Consequences of the Offer and the Merger Generally.  The Offer and the
Merger should be treated as a single integrated transaction for federal income
tax purposes. Consequently, the Offer and the Merger should, in the aggregate,
qualify as a reorganization pursuant to Sections 368(a)(1)(A) and 368(a)(2)(D)
of the Code. In such event, generally (i) UP, UPRR, UP Acquisition and SP will
not recognize any gain or loss pursuant to the Offer and the Merger, (ii) a
stockholder of SP who receives solely cash in exchange for Shares pursuant to
the Offer and/or the Merger will recognize gain or loss, (iii) a stockholder of
SP who did not exchange any Shares pursuant to the Offer and who receives solely
UP Common Stock in exchange for Shares pursuant to the Merger will not recognize
any gain or loss, and (iv) a stockholder of SP who receives a combination of
cash and UP Common Stock in exchange for such stockholder's Shares pursuant to
the Offer and/or the Merger will not recognize loss but will recognize gain, if
any, to the extent of the cash received. If the Offer and the Merger are treated
as integrated, the federal income tax consequences to a stockholder of SP may
be, depending on such stockholder's particular circumstances, less favorable
than the federal income tax consequences to such stockholder if the Offer and
the Merger are not treated as integrated.
 
     Alternatively, if the Offer and the Merger were treated as separate
transactions for federal income tax purposes, the receipt of cash by a
stockholder of SP pursuant to the Offer would be a taxable sale, while the
Merger should still qualify as a reorganization pursuant to Sections

368(a)(1)(A) and 368(a)(2)(D) of the Code.
 
  Tax Consequences if the Offer and the Merger are Treated as a Single
  Integrated Transaction.
 
     Exchange of Shares Solely for Cash.  In general, a stockholder of SP who,
pursuant to the Offer and/or the Merger, exchanges all of the Shares actually
owned by such stockholder solely for cash will recognize capital gain or loss
equal to the difference between the amount of cash received and such
stockholder's adjusted tax basis in the Shares surrendered. The gain or loss
will be long-term capital gain or loss if, as of the date of the exchange, the
holder thereof has held such Shares for more than one year. Gain or loss will be
calculated separately for each identifiable block of Shares surrendered pursuant
to the Offer and/or the Merger.
 
     Exchange of Shares Solely for UP Common Stock.  A stockholder of SP who
exchanges no Shares for cash pursuant to the Offer and who, pursuant to the
Merger, exchanges all of the Shares actually owned by such stockholder solely
for shares of UP Common Stock will not recognize any gain or loss on such
exchange. Such stockholder may recognize gain or loss, however, to the extent
cash is received in lieu of a fractional share of UP Common Stock, as discussed
below. The aggregate adjusted tax basis of the shares of UP Common Stock
received in such exchange will be equal to the aggregate adjusted tax basis of
the Shares surrendered therefor, and the holding period of the UP Common Stock
received will include the holding period of the Shares surrendered in exchange
therefor.
 
     Exchange of Shares for UP Common Stock and Cash.  A stockholder of SP who,
pursuant to the Offer and/or the Merger, exchanges all of the Shares actually
owned by such stockholder for a combination of shares of UP Common Stock and
cash will not recognize any loss on such exchange. Such stockholder will realize
gain equal to the excess, if any, of (i) the cash and the aggregate fair market
value of UP Common Stock received
 
                                       45

pursuant to the Offer and/or the Merger over (ii) such stockholder's aggregate
adjusted tax basis in the Shares exchanged therefor, but will recognize any
realized gain as taxable income only to the extent of the cash received.
 
     Any gain recognized by a stockholder of SP who receives a combination of UP
Common Stock and cash pursuant to the Offer and/or the Merger will be treated as
capital gain unless the receipt of the cash has the effect of the distribution
of a dividend for federal income tax purposes, in which case such recognized
gain will be treated as ordinary dividend income to the extent of such
stockholder's ratable share of SP's accumulated earnings and profits.
 
     For purposes of determining whether the cash received pursuant to the Offer
and/or the Merger will be treated as a dividend for federal income tax purposes,
a stockholder of SP will be treated as if such stockholder first exchanged all
of such stockholder's Shares solely for UP Common Stock and then UP immediately
redeemed a portion of such UP Common Stock in exchange for the cash such
stockholder actually received.

     In general, the determination as to whether the cash received will be
treated as received pursuant to a sale or exchange (generating capital gain) or
a dividend distribution (generating ordinary income) depends upon whether and to
what extent there is a reduction in the stockholder's deemed percentage stock
ownership of UP. A stockholder of SP who exchanges such stockholder's Shares for
a combination of UP Common Stock and cash will recognize capital gain rather
than dividend income if the deemed redemption by UP (described in the preceding
paragraph) is either (a) 'substantially disproportionate' with respect to such
stockholder or (b) is 'not essentially equivalent to a dividend.'
 
     A stockholder of SP will satisfy the 'substantially disproportionate' test
if (i) the percentage of the outstanding stock of UP actually and constructively
owned by such stockholder immediately after the deemed redemption by UP as a
result of the Offer, Merger, or otherwise, is less than 80% of (ii) the
percentage of the outstanding stock of UP that such SP stockholder is deemed
actually and constructively to have owned immediately before the deemed
redemption by UP.
 
     Whether the deemed exchange and subsequent redemption transaction are 'not
essentially equivalent to a dividend' with respect to a stockholder of SP will
depend upon such stockholder's particular circumstances. In order to reach such
conclusion, it must be determined that the transaction results in a 'meaningful
reduction' in such SP stockholder's deemed percentage stock ownership of UP. In
determining whether a reduction in an SP stockholder's deemed percentage stock
ownership has occurred, the percentage described in clause (i) of the previous
paragraph should be compared to the percentage described in clause (ii) of the
previous paragraph. Even if a stockholder of SP does not satisfy the
'substantially disproportionate' test described above, the IRS has ruled that a
minority stockholder in a publicly held corporation whose relative stock
interest is minimal and who exercises no control with respect to corporate
affairs is considered to have a 'meaningful reduction' if such stockholder has a
reduction in such stockholder's percentage stock ownership.
 
     In most circumstances, therefore, gain recognized by a stockholder of SP
who exchanges such stockholder's Shares for a combination of UP Common Stock and
cash will not be ordinary income but will be capital gain, which will constitute
long-term capital gain if the holding period for such Shares was greater than
one year as of the date of the exchange. Therefore, UP intends to treat cash
payments pursuant to the Offer and the Merger as proceeds arising from the sale
or exchange of Shares, rather than as dividends, for federal income tax
reporting purposes. Stockholders of SP who receive such cash should, however,
consult their own tax advisors to determine the proper treatment of such cash
payments in their individual situations (including the impact, if any, of SP or
UP stock owned by persons related to such SP stockholder).
 
     The aggregate tax basis of UP Common Stock received by a stockholder of SP
who, pursuant to the Offer and/or the Merger, exchanges such stockholder's
Shares for a combination of UP Common Stock and cash will be the same as the
aggregate tax basis of the Shares surrendered therefor, decreased by the cash
received and increased by the amount of gain recognized, if any (including any
portion of such gain that is treated as a dividend). The holding period of the
UP Common Stock received will include the holding period of the Shares
surrendered in exchange therefor.

     Cash Received in Lieu of a Fractional Interest of UP Common Stock.  Cash
received in lieu of a fractional share of UP Common Stock will be treated as
received in redemption of such fractional interest, and gain or loss will be
recognized, measured by the difference between the amount of cash received and
the portion of the basis of the Shares allocable to such fractional interest.
Such gain or loss will generally constitute capital gain or loss,
 
                                       46

and will generally be long-term capital gain or loss if the holding period for
such Shares was greater than one year as of the date of the exchange.
 
  Tax Consequences if the Offer and the Merger are Treated as Separate
  Transactions.
 
     Although counsel to UP believes such result to be unlikely, if the Offer
and the Merger were treated as separate transactions for federal income tax
purposes, the receipt of cash pursuant to the Offer would be a taxable sale,
while the Merger should still qualify as a reorganization pursuant to Sections
368(a)(1)(A) and 368(a)(2)(D) of the Code. Accordingly, a stockholder of SP who
received cash pursuant to the Offer would recognize gain or loss equal to the
difference between (i) the amount of cash received pursuant to the Offer and
(ii) the stockholder's adjusted tax basis in the Shares surrendered in the
Offer. The gain or loss would be long-term capital gain or loss if, as of the
date of the sale, such stockholder had held such stock for more than one year.
 
     A stockholder of SP who received UP Common Stock and/or cash pursuant to
the Merger would be subject to the federal income tax rules concerning
reorganizations discussed above under 'Tax Consequences if the Offer and the
Merger are Treated as a Single Integrated Transaction' with respect to the
consideration received in the Merger.
 
  Withholding
 
     Unless a stockholder of SP complies with certain reporting and/or
certification procedures or is an exempt recipient under applicable provisions
of the Code and Treasury Regulations promulgated thereunder, such stockholder
may be subject to withholding tax of 31% with respect to any cash payments
received pursuant to the Offer and Merger. Stockholders of SP should consult
their brokers or the Depositary to ensure compliance with such procedures.
Foreign stockholders should consult with their own tax advisors regarding
withholding taxes in general.
 
     THE FOREGOING DISCUSSION MAY NOT APPLY TO CERTAIN CATEGORIES OF
STOCKHOLDERS SUBJECT TO SPECIAL TREATMENT UNDER THE CODE, SUCH AS FOREIGN
STOCKHOLDERS OF SP AND STOCKHOLDERS OF SP WHOSE SHARES WERE ACQUIRED AS
COMPENSATION. STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO
DETERMINE THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE OFFER AND THE MERGER,
INCLUDING ANY FEDERAL, STATE, LOCAL OR OTHER TAX CONSEQUENCES (INCLUDING ANY TAX
RETURN FILING OR OTHER TAX REPORTING REQUIREMENTS) OF THE OFFER AND THE MERGER.
 
ABSENCE OF DISSENTERS' RIGHTS
 
     In accordance with the United States Supreme Court decision, Schwabacher v.

United States, 334 U.S. 192 (1948), stockholders of SP will not have any
dissenters' rights under state law, unless (i) the ICC (or any successor agency)
or a court of competent jurisdiction determines that state-law dissenters'
rights are available to holders of Shares or (ii) the relevant provisions under
the Interstate Commerce Act (the 'ICA') are changed in a way which would make
state-law dissenters' rights available. UP considers it unlikely that the ICC or
a court will determine that state-law dissenters' rights are available to
holders of Shares. As part of the approval of the Merger, UP and SP intend to
seek a determination of the ICC that the terms of the Merger are just and
reasonable. It is UP's and SP's understanding that upon the issuance of such a
determination, state-law dissenters' rights will be preempted. Stockholders of
SP will have an opportunity to participate in this ICC proceeding. See 'OTHER
LEGAL MATTERS; REGULATORY APPROVALS--ICC Approval.'
 
     If dissenters' rights are available to holders of Shares, such rights will
be provided in accordance with Section 262 of the DGCL which generally provides
that any stockholder of a corporation who does not wish to accept the
consideration paid pursuant to the business combination has the right to seek an
appraisal and be paid in cash the 'fair value' of its shares (exclusive of any
element of value arising from the accomplishment or expectation of the business
combination) judicially determined, provided that such holder complies with the
provisions of Section 262 of DGCL.
 
     Appraisal rights cannot be exercised at this time. If any stockholders of
SP become entitled to appraisal rights in connection with the Merger (or similar
business combination), they will receive additional information concerning any
available appraisal rights and the procedures to be followed in connection
therewith before such stockholders have to take any action relating thereto.
Stockholders of SP who sold Shares in the Offer were not entitled to exercise
any appraisal rights with respect to Shares purchased in the Offer.
 
                                       47

                                MERGER AGREEMENT
 
     THE FOLLOWING IS A SUMMARY OF CERTAIN PROVISIONS OF THE MERGER AGREEMENT.
THE SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MERGER AGREEMENT
WHICH IS ATTACHED HERETO AS ANNEX B AND IS INCORPORATED HEREIN BY REFERENCE.
CAPITALIZED TERMS USED AND NOT OTHERWISE DEFINED HEREIN OR IN THE FOLLOWING
SUMMARY SHALL HAVE THE MEANINGS SET FORTH IN THE MERGER AGREEMENT.
 
THE OFFER
 
     Pursuant to the Merger Agreement, on September 7, 1995, UP Acquisition
accepted for payment the Acquired Shares in the Offer and simultaneously
deposited such Acquired Shares into the Voting Trust. On September 15, 1995, UP
Acquisition paid for and purchased the Acquired Shares. The Voting Trust may not
be modified or amended without the prior written approval of SP unless such
modification or amendment is not inconsistent with the Merger Agreement or the
Ancillary Agreements and is not adverse to SP or its stockholders. See 'VOTING
TRUST AGREEMENT.'
 
THE MERGERS

     The Merger Agreement provides that, subject to the terms and conditions
thereof and in accordance with the Utah Revised Business Corporation Act
('UBCA'), at the Sub Merger Effective Time (as defined in the Merger Agreement),
UPRR and UP Acquisition will consummate a merger (the 'UP Acquisition Merger')
pursuant to which (i) UP Acquisition will be merged with and into UPRR and the
separate corporate existence of UP Acquisition will thereupon cease, (ii) UPRR
will be the surviving corporation in the UP Acquisition Merger and will continue
to be governed by the laws of the State of Utah, and (iii) the separate
corporate existence of UPRR will continue unaffected by the UP Acquisition
Merger. Pursuant to the UP Acquisition Merger, (x) the Articles of Incorporation
of UPRR, as in effect immediately prior to the Sub Merger Effective Time, will
be the Articles of Incorporation of the surviving corporation in the UP
Acquisition Merger until thereafter amended, and (y) the By-laws of UPRR, as in
effect immediately prior to the Sub Merger Effective Time, will be the By-laws
of the surviving corporation in the UP Acquisition Merger (the 'Initial
Surviving Corporation') until thereafter amended. The UP Acquisition Merger will
have the effects set forth in the UBCA and the DGCL.
 
     Subject to the terms and conditions of the Merger Agreement and in
accordance with the DGCL and the UBCA, at the Effective Time, SP and the Initial
Surviving Corporation will consummate the Merger (together with the UP
Acquisition Merger, the 'Mergers') pursuant to which (i) SP shall be merged with
and into the Initial Surviving Corporation and the separate corporate existence
of SP will thereupon cease, (ii) the Initial Surviving Corporation will be the
successor (the 'Surviving Corporation') in the Merger and will continue to be
governed by the laws of the State of Utah, and (iii) the separate corporate
existence of the Initial Surviving Corporation will continue unaffected by the
Merger. Pursuant to the Merger, (x) the Articles of Incorporation of the Initial
Surviving Corporation, as in effect immediately prior to the Effective Time,
will be the Articles of Incorporation of the Surviving Corporation until
thereafter amended, and (y) the By-laws of the Initial Surviving Corporation, as
in effect immediately prior to the Effective Time, will be the By-laws of the
Surviving Corporation until thereafter amended. The Merger shall have the
effects set forth in the UBCA and the DGCL.
 
CONVERSION OF SHARES
 
     The Merger Agreement provides that each issued and outstanding share of
Common Stock of UPRR prior to the Sub Merger Effective Time will, at the Sub
Merger Effective Time, be converted into and become one fully paid and
nonassessable share of common stock of the Initial Surviving Corporation.
 
     The Merger Agreement provides that each issued and outstanding share of
Common Stock of UP Acquisition (the 'UP Acquisition Common Stock') immediately
prior to the Sub Merger Effective Time will, at the Sub Merger Effective Time,
by virtue of the UP Acquisition Merger and without any action on the part of the
Initial Surviving Corporation, be cancelled and retired and cease to exist.
 
     The Merger Agreement provides that each issued and outstanding share of
Common Stock of the Initial Surviving Corporation immediately prior to the
Effective Time will, at the Effective Time, by virtue of the Merger and without
any action on the part of UP, be converted into one fully paid and nonassessable
share of Common Stock of the Surviving Corporation.

                                       48

     The Merger Agreement provides that, as of the Effective Time, each issued
and outstanding Share (other than Shares that are owned by SP as treasury stock
and any Shares owned by UP, UP Acquisition, UPRR or any other direct or indirect
wholly owned subsidiary of UP, which shares at the Effective Time will be
cancelled and retired) will be converted into the right to receive (i) the Cash
Consideration, (ii) the Stock Consideration or (iii) a combination thereof.
Holders of Shares will be permitted to make a Stock Election and/or a Cash
Election with respect to all or any portion of the Shares held by such holder.
 
     Each holder of Shares, as more fully set forth in the Merger Agreement
(other than holders of Shares to be cancelled), will have the right to make an
Election specifying the number of Shares owned by such holder which such holder
desires to have converted into the Stock Consideration by making a Stock
Election and the number of Shares that such holder desires to have converted
into the Cash Consideration by making a Cash Election.
 
     The aggregate number of Shares to be converted into UP Common Stock
pursuant to the Merger will be equal as nearly as practicable to 60% of all
outstanding Shares immediately prior to the Effective Time; and the number of
Shares to be converted into the right to receive the Cash Consideration in the
Merger pursuant to the Merger Agreement, together with the Acquired Shares, will
be equal as nearly as practicable to 40% of all outstanding Shares immediately
prior to the Effective Time.
 
     If Stock Elections are received for a number of Shares that is 60% or less
of the outstanding Shares, each Share covered by a Stock Election will be
converted in the Merger into .4065 of a share of UP Common Stock. In the event
that between the date of the Merger Agreement and the Effective Time, the issued
and outstanding shares of UP Common Stock will have been affected or changed
into a different number of shares or a different class of shares as a result of
a stock split, reverse stock split, stock dividend, spin-off, extraordinary
dividend, recapitalization, reclassification or other similar transaction with a
record date within such period, the Conversion Fraction shall be appropriately
adjusted.
 
     If Stock Elections are received for more than 60% of the outstanding
Shares, each Non-Electing Share and each Share for which a Cash Election has
been received will be converted into the right to receive the Cash Consideration
in the Merger, and Shares for which Stock Elections have been received will be
converted into UP Common Stock and the right to receive the Cash Consideration
in the following manner:
 
          (1) The Exchange Agent will distribute with respect to Shares as to
     which a Stock Election has been made a number of shares of UP Common Stock
     equal to the Conversion Fraction with respect to a fraction of such Shares,
     the numerator of which fraction will be 60% of the number of outstanding
     Shares and the denominator of which shall be the aggregate number of Shares
     covered by Stock Elections; and
 
          (2) Shares covered by a Stock Election and not fully converted into
     the right to receive UP Common Stock as set forth in clause (1) above will
     be converted in the Merger into the right to receive the Cash Consideration

     for each Share so converted.
 
     If the number of Acquired Shares and Shares for which Cash Elections are
received in the aggregate is 40% or less of the outstanding Shares, each Share
covered by a Cash Election will be converted in the Merger into the right to
receive the Cash Consideration.
 
     If the number of Acquired Shares and Shares for which Cash Elections are
received in the aggregate is more than 40% of the outstanding Shares, each
Non-Electing Share and each Share for which a Stock Election has been received
will be converted in the Merger into a fraction of a share of UP Common Stock
equal to the Conversion Fraction, and the Shares for which Cash Elections have
been received will be converted into the right to receive the Cash Consideration
and UP Common Stock in the following manner:
 
          (1) The Exchange Agent will distribute with respect to Shares as to
     which a Cash Election has been made the Cash Consideration with respect to
     a fraction of such Shares, the numerator of which fraction will be 40% of
     the number of outstanding Shares minus the number of Acquired Shares and
     the denominator of which will be the aggregate number of Shares covered by
     Cash Elections; and
 
          (2) Shares covered by a Cash Election and not fully converted into the
     right to receive the Cash Consideration as set forth in clause (1) above
     will be converted in the Merger into the right to receive a number of
     shares of UP Common Stock equal to the Conversion Fraction for each Share
     so converted.
 
     The Merger Agreement provides that if (x) Stock Elections are received for
less than 60% of the outstanding Shares and (y) the number of Acquired Shares
and Shares for which Cash Elections are received in the aggregate is less than
40% of the outstanding Shares, the Exchange Agent will distribute with respect
to each Non-Electing
 
                                       49

Share, the Cash Consideration with respect to a fraction of such Non-Electing
Share, where such fraction is calculated in a manner that will result in the sum
of (i) the number of Shares converted into cash pursuant to this paragraph, (ii)
the number of Shares for which Cash Elections have been received and (iii) the
number of Acquired Shares being as close as practicable to 40% of the
outstanding Shares. Each Non-Electing Share not converted into the right to
receive the Cash Consideration as set forth in the preceding sentence will be
converted in the Merger into the right to receive a number of Shares of UP
Common Stock equal to the Conversion Fraction for each Non-Electing Share so
converted.
 
     In lieu of any fractional share of UP Common Stock, UP will pay to each
former stockholder of SP who otherwise would be entitled to receive a fractional
share of UP Common Stock an amount in cash determined by multiplying (i) the
Average UP Share Price on the date on which the Effective Time occurs by (ii)
the fractional interest in a share of UP Common Stock to which such holder would
otherwise be entitled.

EQUITY INCENTIVE PLAN
 
     The Merger Agreement provides that prior to the purchase of Shares pursuant
to the Offer, the Board of Directors (or, if appropriate, any committee
administering the Southern Pacific Rail Corporation Equity Incentive Plan (the
'SP EIP')) will adopt resolutions or take other actions as necessary to assure
that no holder of an outstanding award with respect to which Shares might
otherwise be issued at or after the Effective Time will have any right to
receive equity securities of SP, the Surviving Corporation or any subsidiary at
or after the Effective Time (any such right having been adjusted to be a right
to receive other securities, property or cash in accordance with the SP EIP). SP
will also ensure that, following the Effective Time, no participant in any other
stock-based plan, agreement, program or arrangement (including, without
limitation, the Employee Stock Purchase Plan) will have any right thereunder to
acquire equity securities of SP, the Surviving Corporation, or any subsidiary.
 
BOARD OF DIRECTORS
 
     The directors and officers of UPRR at the Sub Merger Effective Time will,
from and after the Sub Merger Effective Time, be the initial directors and
officers, respectively, of the Initial Surviving Corporation until their
successors have been duly elected or appointed or qualified or until their
earlier death, resignation or removal in accordance with the Initial Surviving
Corporation's Articles of Incorporation and By-laws.
 
     The directors and officers of the Initial Surviving Corporation at the
Effective Time will, from and after the Effective Time, be the initial directors
and officers, respectively, of the Surviving Corporation until their successors
have been duly elected or appointed or qualified or until their earlier death,
resignation or removal in accordance with the Surviving Corporation's Articles
of Incorporation and By-laws.
 
INTERIM OPERATIONS OF SP
 
     In the Merger Agreement, SP has agreed that, except as expressly provided
in the Merger Agreement or consented to in writing by UP, prior to the Effective
Time: (i) the business of SP and its subsidiaries will be conducted only in the
ordinary course of business consistent with past practice or pursuant to
Customary Actions (as defined below) and, to the extent consistent therewith,
each of SP and its subsidiaries will use its reasonable best efforts to preserve
its business organization intact and maintain its existing relations with
customers, suppliers, employees, creditors and business partners; (ii) SP will
not, directly or indirectly, split, combine or reclassify the outstanding Shares
or any outstanding capital stock of any of the subsidiaries of SP; and (iii)
neither SP nor any of its subsidiaries shall (a) amend its certificate of
incorporation or by-laws or similar organizational documents; (b) declare, set
aside or pay any dividend or other distribution payable in cash, stock or
property with respect to its capital stock other than dividends paid by
subsidiaries of SP to SP; (c) issue, sell, transfer, pledge, dispose of or
encumber any additional shares of, or securities convertible into or
exchangeable for, or options, warrants, calls, commitments or rights of any kind
to acquire, any shares of capital stock of any class of SP or its subsidiaries,
other than issuances pursuant to the exercise of stock-based awards outstanding
on the date of the Merger Agreement; (d) transfer, lease, license, sell,

mortgage, pledge, dispose of, or encumber any material assets other than in the
ordinary course of business consistent with past practice or pursuant to
existing agreements previously disclosed to UP; (e) redeem, purchase or
otherwise acquire directly or indirectly any of its capital stock; (f) (A) grant
any increase in the compensation payable, or to become payable, by SP or any of
its subsidiaries to any officer or employee (including through any new award
made under, or the exercise of any
                    
                                      50

discretion under, the SP EIP; however, Chairman's Circle Awards in accordance
with past practice may be made payable in cash or, with the written consent of
UP, in Shares); provided, however, that SP may increase compensation (x) as
required pursuant to collective bargaining agreements and (y) for employees who
have merit promotions and/or industry-competitive salary adjustments in the
ordinary course of business consistent with past practice; (B) adopt any new, or
amend or otherwise increase, or accelerate the payment or vesting of the amounts
payable, or to become payable, under any existing, bonus, incentive
compensation, deferred compensation, severance, profit sharing, stock option,
stock purchase, insurance, pension, retirement or other employee benefit plan,
agreement or arrangement; (C) enter into any, or amend any existing, employment
or severance agreement with or, except in accordance with the existing written
policies of SP, grant any severance or termination pay to any officer, director
or employee of SP or any of its subsidiaries; (D) make any additional
contributions to any grantor trust created by SP to provide funding for
non-tax-qualified employee benefits or compensation; or (E) provide any
severance program to any subsidiary which does not have a severance program as
of the date of the Merger Agreement, other than a program which is substantially
identical to the Southern Pacific Lines Non-Agreement Severance Benefit Plan as
revised on August 25, 1993; provided, however, the foregoing clauses (f)(A) and
(f)(C) will not apply with respect to the initial compensation package for any
officer or employee hired after the date of the Merger Agreement if such package
is industry-competitive and conforms to past practice; (g) modify, amend or
terminate any of the Company Agreements (as defined in the Merger Agreement) or
waive, release or assign any material rights or claims, except in the ordinary
course of business consistent with past practice and except for a Customary
Action; (h) permit any material insurance policy naming SP or a subsidiary as a
beneficiary or a loss payable payee to be cancelled or terminated without notice
to UP, except in the ordinary course of business consistent with past practice
and except for a Customary Action; (i) except as previously disclosed to UP in
writing, incur or assume any debt except for (A) borrowings under existing
credit facilities in an amount not to exceed $450 million and replacements
therefor and refinancings thereof; provided, however, that SP and its
subsidiaries will not prepay or call any long-term borrowings; (B) capital
leases under SP's existing program to finance the rebuilding of freight cars and
to finance equipment under existing purchase commitments; and (C) borrowings in
the ordinary course of business consistent with past practice that do not exceed
$12.5 million in the fiscal year ending December 31, 1995, $25 million in the
fiscal year ending December 31, 1996 and $12.5 million in the fiscal quarter
ending March 31, 1997; (j) assume, guarantee, endorse or otherwise become liable
or responsible (whether directly, contingently or otherwise) for the obligations
of any other person, except in the ordinary course of business consistent with
past practice; (k) make any loans, advances or capital contributions to, or
investments in, any other person (other than to wholly owned subsidiaries of SP
or customary loans or advances to employees in accordance with past practice);
(l) enter into any material commitment (including, but not limited to, any
capital expenditure or purchase of assets) other than in the ordinary course of
business consistent with past practice or, in the case of capital expenditures,
pursuant to Customary Actions; (m) change any of the accounting principles used
by it unless required by GAAP; (n) pay, discharge or satisfy any claims,
liabilities or obligations (absolute, accrued, asserted or unasserted,
contingent or otherwise), other than the payment, discharge or satisfaction of
any such claims, liabilities or obligations (1) reflected or reserved against

in, or contemplated by, the consolidated financial statements (or the notes
thereto) of SP and its consolidated subsidiaries; (2) incurred in the ordinary
course of business consistent with past practice, or which are Customary
Actions; or (3) which are legally required to be paid, discharged or satisfied;
(o) except as previously disclosed to UP in writing, adopt a plan of complete or
partial liquidation, dissolution, merger, consolidation, restructuring,
recapitalization or other material reorganization of SP or any of its
subsidiaries or any agreement relating to a Takeover Proposal (as defined in the
Merger Agreement) (other than the Merger); (p) knowingly take, or agree to
commit to take, any action that would make any representation or warranty of SP
contained in the Merger Agreement inaccurate in any respect at, or as of any
time prior to, the Effective Time; (q) other than between or among wholly owned
subsidiaries of SP which remain wholly owned or between SP and its wholly owned
subsidiaries which remain wholly owned, neither SP nor any of its subsidiaries
will engage in any transaction with, or enter into any agreement, arrangement,
or understanding with, directly or indirectly, any of SP's affiliates,
including, without limitation, any transactions, agreements, arrangements or
understandings with any affiliate or other person covered under Item 404 of
Regulation S-K under the Securities Act of 1933, as amended (the 'Securities
Act'), that would be required to be disclosed under such Item 404, other than
pursuant to such agreements, arrangements, or understandings existing on the
date of the Merger Agreement or as disclosed in writing to UP and UP Acquisition
on the date thereof; provided, however, that any such agreement, arrangement or
understanding disclosed in such writing shall be approved by
 
                                       51

at least two independent directors of SP, after having received an appraisal or
valuation from an independent appraiser or expert (reasonably acceptable to UP)
that the terms are fair to SP and are no less favorable to SP than could be
obtained in an arms' length transaction with an unaffiliated party, and,
provided, further, that SP provides UP with all information concerning any such
agreement, arrangement or understanding that UP may reasonably request; and (r)
enter into an agreement, contract, commitment or arrangement to do any of the
foregoing, or to authorize, recommend, propose or announce an intention to do
any of the foregoing.
 
     SP has disclosed to UP in writing pursuant to the covenant in the Merger
Agreement pertaining to transactions with related parties described in clause
(q) of the preceding paragraph that Southern Pacific Transportation Company, a
subsidiary of SP ('SPT') is considering, among others, the following
transactions with certain affiliates: (i) an affiliate of TAC has been
negotiating since mid-1994 to purchase from SPT certain land that SPT owns in
downtown Denver; (ii) Majestic/Anschutz Venture L.P., an affiliate of the
Anschutz Shareholders, has expressed an interest in purchasing land owned by SPT
in downtown Los Angeles; (iii) Pacific Pipeline System, Inc., an affiliate of
the Anschutz Shareholders, is seeking to amend an existing easement to build a
pipeline on SPT's right-of-way in California; and (iv) SPT expects to grant
additional fiber optic easements to QWest Communications Corporation, an
affiliate of the Anschutz Shareholders. The foregoing four proposed transactions
are subject to the procedures for engaging in transactions with related parties
described in the two provisos to clause (q) of the preceding paragraph.
 
     For purposes of the Merger Agreement, a 'Customary Action' means an action

taken which occurs in the ordinary course of the relevant person's business and
where the taking of such action is generally recognized as being customary and
prudent for other major enterprises in such person's line of business.
 
INTERIM OPERATIONS OF UP
 
     In the Merger Agreement, UP has agreed that, except as expressly provided
in the Merger Agreement, or with the prior written consent of SP, after the date
of the Merger Agreement and prior to the Effective Time: (i) UP will not,
directly or indirectly, split, combine or reclassify the outstanding UP Common
Stock; (ii) UP will not: (a) amend its articles of incorporation; or (b)
declare, set aside or pay any dividend or other distribution payable in cash,
stock or property with respect to its capital stock except for quarterly cash
dividends consistent in amount with past practice, provided that UP may increase
its dividend rate consistent with the amount reflected in UP's long-range plan
previously furnished to SP, and except for dividends paid by UP's subsidiaries
to UP or its subsidiaries; (iii) neither UP nor any of its subsidiaries shall
change any of the accounting principles used by it unless required by GAAP; (iv)
UP will not issue, sell, transfer, pledge or dispose of direct or indirect
beneficial ownership of the capital stock of UPRR or permit UPRR to sell,
transfer or dispose of any substantial portion, or all of the assets, of UPRR;
and (v) neither UP nor any of its subsidiaries will enter into an agreement,
contract, commitment or arrangement to do any of the foregoing, or to authorize,
recommend, propose or announce an intention to do any of the foregoing.
 
NO SOLICITATION
 
     In the Merger Agreement, SP has agreed that neither SP nor any of its
subsidiaries and affiliates over which it exercises control will, and SP (and
its subsidiaries and affiliates over which it exercises control) will use their
best efforts to ensure that their respective officers, directors, employees,
investment bankers, attorneys, accountants and other agents do not, directly or
indirectly, initiate, solicit, or encourage, or take any action to facilitate
the making of, any offer or proposal which constitutes or is reasonably likely
to lead to any Takeover Proposal (as defined in the Merger Agreement). SP also
agreed that it will, and will cause its subsidiaries and affiliates and their
respective officers, directors, employees, investment bankers, attorneys,
accountants and other agents to, immediately cease and cause to be terminated
all existing discussions and negotiations that have taken place prior to the
date of the Merger Agreement, if any, with any parties with respect to any
Takeover Proposal relating to SP. The Merger Agreement provides that SP may
engage in discussions and negotiations with, or provide any information or data
to, a third party concerning an unsolicited written Takeover Proposal for SP or
any subsidiary or affiliate if in the opinion of the Board of Directors of SP,
after having received the oral or written opinion of outside legal counsel, the
failure to engage in such negotiations or discussions or provide such
information would result in a breach of the fiduciary duties of the SP Board
under applicable law. SP has agreed to (i) notify UP, UP Acquisition and UPRR of
any such offers, proposals or Takeover Proposals within 24 hours of the receipt
thereof, (ii) thereafter inform UP on a reasonable basis of the status and
content of any discussions
 
                                       52

or negotiations with such a third party, including any material changes to the
terms and conditions thereof, and (iii) give UP three days' advance notice of
any information to be supplied to any person making such offer, proposal,
inquiry or Takeover Proposal. As used in the Merger Agreement, 'Takeover
Proposal' when used in connection with any person shall mean any tender or
exchange offer involving the capital stock of such person, any proposal for a
merger, consolidation or other business combination involving such person or any
subsidiary of such person, any proposal or offer to acquire in any manner a
substantial equity interest in, or a substantial portion of the business or
assets of, such person or any subsidiary of such person, any proposal or offer
with respect to any recapitalization or restructuring with respect to such
person or any subsidiary of such person or any proposal or offer with respect to
any other transaction similar to any of the foregoing with respect to such
person or any subsidiary of such person other than pursuant to the transactions
to be effected pursuant to the Merger Agreement.
 
DIRECTORS' AND OFFICERS' INSURANCE AND INDEMNIFICATION
 
     In the Merger Agreement, UP has agreed that at all times after the
Effective Time, it will indemnify, or will cause the Surviving Corporation and
its subsidiaries to indemnify, each person who is, or has been prior to the date
of the Merger Agreement, an employee, agent, director or officer of SP or of any
of SP's subsidiaries, successors and assigns (individually, an 'Indemnified
Party' and, collectively, the 'Indemnified Parties') to the same extent and in
the same manner as is now provided in the respective charters or by-laws of SP
and its subsidiaries or otherwise in effect on the date of the Merger Agreement,
with respect to any claim, liability, loss, damage, cost or expense (whenever
asserted or claimed) ('Indemnified Liability') based in whole or in part on, or
arising in whole or in part out of, any matter existing or occurring at or prior
to the Effective Time. The Merger Agreement also provides that UP will, and will
cause the Surviving Corporation to, maintain in effect for not less than six
years after consummation of the Merger the current policies of directors' and
officers' liability insurance maintained by SP and its subsidiaries on the date
of the Merger Agreement (provided that UP may substitute therefor policies
having at least the same coverage and containing terms and conditions which are
no less advantageous to the persons currently covered by such policies as
insured) with respect to matters existing or occurring at or prior to the
Effective Time; provided, however, that if the aggregate annual premiums for
such insurance at any time during such period will exceed 200% of the per annum
rate of premium currently paid by SP and its subsidiaries for such insurance on
the date of the Merger Agreement, then UP will cause the Surviving Corporation
to, and the Surviving Corporation will, provide the maximum coverage that will
then be available at an annual premium equal to 200% of such rate, and UP, in
addition to the indemnification provided above, will indemnify the Indemnified
Parties for the balance of such insurance coverage on the same terms and
conditions as though UP were the insurer under those policies. In the event any
Indemnified Party becomes involved in any capacity in any action, proceeding or
investigation based on, or arising from, in whole or in part, any matter,
including the transactions contemplated by the Merger Agreement, existing or
occurring at or prior to the Effective Time, then, to the extent permitted by
law, UP will, or will cause the Surviving Corporation to, periodically advance
to such Indemnified Party its legal and other expenses (including the cost of
any investigation and preparation incurred in connection therewith), subject to
the provision by such Indemnified Party of an undertaking to reimburse the

amounts so advanced in the event of a final determination by a court of
competent jurisdiction that such Indemnified Party is not entitled thereto.
 
SPIN-OFF
 
     Pursuant to the Merger Agreement, UP has agreed that no dividend shall be
declared for any distribution of shares of capital stock of Resources or for the
distribution to UP's stockholders of any proceeds of any other disposition of
Resources or the assets thereof, and no declaration of, or record date for, any
such distribution shall occur, until after the consummation of the Merger. If
any tax opinion or IRS private letter ruling is requested by UP and issued in
connection with such distribution of shares of capital stock of Resources, such
tax opinion or IRS private letter ruling shall provide that no income, gain or
loss will be recognized by UP's stockholders (including former SP stockholders
who receive UP Common Stock in the Merger) upon the receipt of Resources Common
Stock. See 'THE COMPANIES--Resources Spin-Off.'
 
                                       53

COMPENSATION AND BENEFITS
 
     Pursuant to the Merger Agreement, UP has agreed to cause the Surviving
Corporation and its subsidiaries to honor and assume the Employment Agreements,
Contractual Supplemental Executive Retirement Agreements and Stock Bonus
Agreements (each as defined in the Merger Agreement) disclosed to UP pursuant to
the Merger Agreement.
 
     UP has also agreed to cause the Surviving Corporation and its subsidiaries
to honor and assume SP's employee benefit plans, programs and arrangements
disclosed to UP pursuant to the Merger Agreement. The Merger Agreement provides
that nothing therein shall prohibit UP, the Surviving Corporation or its
subsidiaries from amending or terminating any such plan, program or arrangement
at any time in accordance with applicable law (except as to benefits already
vested thereunder); provided that the severance plan for employees of SP and its
subsidiaries who are terminated other than for cause, as in effect on the date
of the Merger Agreement, will be continued in effect for at least one year
following the Effective Time.
 
     UP and the Surviving Corporation have agreed to cause the committee under
the SP EIP to make adequate provision for the adjustment of outstanding awards
under the Stock Bonus Agreements issued under the SP EIP and in accordance with
the terms thereof.
 
     As described more fully in the Merger Agreement and in the section 'THE
MERGER--Interests of Certain Persons,' SP and its subsidiaries have established
a Management Continuity Plan (the 'MCP') that will provide certain payments
described in the Merger Agreement (the 'MCP Awards') to certain Nonagreement
Employees of SP or its subsidiaries (whether employed at the date of the Merger
Agreement or hired subsequently). Promptly after the later of (i) the
establishment of the MCP or (ii) a Nonagreement Employee's date of hire (or
promotion, if applicable), SP will communicate in writing to each Nonagreement
Employee who is eligible to participate in the MCP the amount of his or her
potential MCP Award and its conditions of payment.

     As described more fully in the Merger Agreement and in the section 'THE
MERGER--Interests of Certain Persons,' promptly after completion of the purchase
of Shares pursuant to the Offer, SP and its subsidiaries will establish an
enhanced severance program that will provide certain additional severance
amounts to terminated Nonagreement Employees who become entitled to severance
pursuant to (i) the Southern Pacific Line Non-Agreement Severance Benefit Plan
as revised August 25, 1993, (ii) the substantially identical plans to be
established for certain subsidiaries which do not currently have a severance
plan, or (iii) the individual agreements in existence on the date of the Merger
Agreement which provide severance benefits.
 
REPRESENTATIONS AND WARRANTIES
 
     In the Merger Agreement, SP has made customary representations and
warranties to UP, UP Acquisition and UPRR with respect to, among other things,
its organization, authorization, capitalization, financial statements, public
filings, employee benefit plans, defaults, information in this Joint Proxy
Statement/Prospectus, compliance with laws, litigation, tax matters, real
property, environmental matters, consents and approvals, opinions of financial
advisors, undisclosed liabilities, contracts, assets, transactions with
affiliates, the validity of the Merger Agreement, corporate actions and the
absence of certain changes. In the Merger Agreement, UP, UP Acquisition and UPRR
have made customary representations and warranties to SP with respect to, among
other things, organization, authorization, capitalization, financial statements,
public filings, employee benefit plans, information in the Joint Proxy
Statement/Prospectus, compliance with laws, litigation, tax matters,
environmental matters, consents and approvals, undisclosed liabilities, absence
of certain changes, opinions of financial advisors, corporate actions, the
validity of the Merger Agreement and financing to fund the purchase of the
Shares pursuant to the Offer and to pay the Cash Consideration pursuant to the
Merger.
 
CONDITIONS TO THE MERGER
 
     The obligations of SP, on the one hand, and UP, UPRR and UP Acquisition, on
the other hand, to consummate the Merger are subject to the satisfaction (or, if
permissible, waiver by the party for whose benefit such conditions exist) of the
following conditions: (a) the Merger Agreement shall have been adopted by the
stockholders of SP in accordance with the DGCL (following the consummation of
the Offer, the Shares owned by UP Acquisition, together with the Shares owned by
the Anschutz Shareholders and MSLEF, represent more than a majority of the
outstanding Shares and accordingly the vote of other shareholders of SP is not
necessary to approve the Merger); (b) if required by the rules of the NYSE, or
by law, the issuance of UP Common Stock in
 
                                       54

the Merger shall have been approved by the stockholders of UP; (c) no court,
arbitrator or governmental body, agency or official shall have issued any order,
decree or ruling and there shall not be any statute, rule or regulation,
restraining, enjoining or prohibiting the consummation of the Merger or which
would materially and adversely affect the long-term benefits expected to be
received by UP from the transactions contemplated by the Merger Agreement; and
(d) the Registration Statement shall have become effective under the Securities

Act and no stop order suspending effectiveness of the Registration Statement
shall have been issued and no proceeding for that purpose shall have been
initiated or threatened by the Commission.
 
     The obligations of UP, UPRR and UP Acquisition to consummate the Merger are
subject to the satisfaction (or waiver) of the following further conditions: (a)
the representations and warranties of SP shall have been true and accurate both
when made and (except for those representations and warranties that address
matters only as of a particular date or only with respect to a specific period
of time which need only be true and accurate as of such date or with respect to
such period) as of the Effective Time as if made at and as of such time, except
where the failure of such representations and warranties to be so true and
correct (without giving effect to any limitation as to 'materiality' or
'material adverse effect' set forth therein) would not have and is not
reasonably likely to have a material adverse effect on SP and its subsidiaries;
(b) SP shall have performed in all material respects its obligations required to
be performed by it under the Merger Agreement at or prior to the Effective Time;
(c) (i) the ICC or any Similar Successor (as defined in the Merger Agreement)
shall have issued a decision (which decision shall not have been stayed or
enjoined) that (A) constitutes a final order approving, exempting or otherwise
authorizing consummation of the Merger and all other transactions contemplated
by the Merger Agreement and the Ancillary Agreements (or subsequently presented
to the ICC or a Similar Successor by agreement of UP and SP) as may require such
authorization and (B) does not (1) change or disapprove of the Merger
Consideration or other material provisions of Article II of the Merger Agreement
or (2) impose on UP, SP or any of their respective subsidiaries any other terms
or conditions (including, without limitation, labor protective provisions but
excluding conditions heretofore imposed by the ICC in New York Dock Railway-
Control-Brooklyn Eastern District, 360 I.C.C. 60 (1979)) that materially and
adversely affect the long-term benefits expected to be received by UP from the
transactions contemplated by the Merger Agreement; or (ii) no successor to the
ICC (other than a Similar Successor) shall have required any divestiture, hold
separate, or other restriction or action in connection with the expiration or
termination of any waiting period applicable to the Merger or the transactions
contemplated by the Merger Agreement, or in connection with any other action by
or in respect of or filing with such successor, that would materially and
adversely affect the long-term benefits expected to be received by UP from the
transactions contemplated by the Merger Agreement; (d) all actions by or in
respect of or filings with any governmental body, agency, official, or authority
required to permit the consummation of the Merger (other than approval of the
ICC or any Similar Successor, which is addressed in clause (c) above) shall have
been obtained but excluding any consent, approval, clearance or confirmation the
failure to obtain which would not have a material adverse effect on UP, SP or,
after the Effective Time, the Surviving Corporation; (e) each of the Ancillary
Agreements shall be valid, in full force and effect and complied with in all
material respects (including, without limitation, the absence of any challenge,
change or disapproval of the Ancillary Agreements by the ICC or any successor),
except for such failure to be in full force and effect and such non-compliance
that does not materially and adversely affect the benefits expected to be
received by UP, UPRR and UP Acquisition under the Anschutz Shareholders
Agreement, the UP Acquisition/SP RRA (as defined in 'REGISTRATION RIGHTS
AGREEMENTS'), the Merger Agreement and the Ancillary Agreements; (f) since the
date of the Merger Agreement, there shall not have occurred any event, change or
effect having, or which would be reasonably likely to have, individually or in

the aggregate (after taking into account the proceeds of insurance coverage), a
material adverse effect on SP and its subsidiaries, taken as a whole, as a
result of or arising out of 'force majeure' (where 'force majeure' shall mean
any act of God (including, without limitation, earthquake, hurricane, flood,
tornado or fire)), accident, damage to or destruction of facilities, properties
or assets (tangible or intangible), war, civil disturbance, national calamity
(excluding an economic crisis in and of itself) or acts of terrorism; and (g) UP
shall have received an opinion of nationally recognized tax counsel to UP, to
the effect that the Merger (whether or not the Offer is integrated with the
Merger for federal income tax purposes) will qualify as a reorganization within
the meaning of Section 368 of the Code and, in rendering such opinion, tax
counsel may rely upon representations provided by the parties hereto as well as
certain stockholders of the parties.
 
                                       55

     Pursuant to a Clarification Agreement entered into by the parties to the
Merger Agreement, such parties have agreed that the condition to the Merger set
forth in clause (d) above was not intended by the parties to, and does not,
extend to any waiting period pursuant to the HSR Act applicable to the
acquisition by the Anschutz Shareholders of UP Common Stock pursuant to the
Merger; provided, however, that, if all waiting periods applicable under the HSR
Act to the acquisition by the Anschutz Shareholders of UP Common Stock pursuant
to the Merger shall not have expired or been terminated at the time of the
Merger, the Anschutz Shareholders will take appropriate action, and UP will
cooperate with the Anschutz Shareholders, to enable the Merger to close without
delay and without violation of the HSR Act.
 
     The obligations of SP to consummate the Merger are subject to the
satisfaction (or waiver by SP) of the following further conditions: (a) the
representations and warranties of UP, UPRR and UP Acquisition (other than the
representations and warranties set forth in Sections 4.7 (no undisclosed
liabilities), 4.10 (employee benefit plans; ERISA), 4.11 (taxes) and 4.12
(environmental) of the Merger Agreement) shall have been true and accurate both
when made and as of the Effective Time as if made at and as of such time, except
where the failure of such representations and warranties to be so true and
correct (without giving effect to any limitation as to 'materiality' or
'material adverse effect' set forth therein), would not have and is not
reasonably likely to have, individually or in the aggregate, a material adverse
effect on UP and its subsidiaries; (b) each of UP, UPRR and UP Acquisition shall
have performed in all material respects all of the respective obligations
required to be performed by UP, UPRR or UP Acquisition, as the case may be,
under the Merger Agreement at or prior to the Effective Time; (c) the UP Common
Stock to be issued in the Merger shall have been approved for listing on the
NYSE; (d) the ICC shall have issued a decision (which decision shall not have
been stayed or enjoined) that (i) constitutes a final order approving, exempting
or otherwise authorizing consummation of the Merger and all other transactions
contemplated by the Merger Agreement or subsequently presented to the ICC by
agreement of SP and UP, as may require such authorization and (ii) does not
change or disapprove of the Merger Consideration or other material provisions of
Article II of the Merger Agreement; (e) since the date of the Merger, there
shall not have occurred any event, change or effect having, or which would be
reasonably likely to have, individually or in the aggregate (after taking into
account the proceeds of insurance coverage), a material adverse effect on UP and

its subsidiaries, taken as a whole, as a result of or arising out of 'force
majeure' (where 'force majeure' shall mean any act of God (including, without
limitation, earthquake, hurricane, flood, tornado or fire)), accident, damage to
or destruction of facilities, properties or assets (tangible or intangible),
war, civil disturbance, national calamity (excluding an economic crisis in and
of itself) or acts of terrorism; and (f) SP shall have received an opinion of
nationally recognized tax counsel to SP, to the effect that the Merger (whether
or not the Offer is integrated with the Merger for federal income tax purposes)
will qualify as a reorganization within the meaning of Section 368(a) of the
Code and, in rendering such opinion, tax counsel may rely upon representations
provided by the parties hereto as well as certain stockholders of the parties.
 
TERMINATION
 
     The Merger Agreement may be terminated at any time prior to the Effective
Time, whether before or after approval by the stockholders of SP, (a) by mutual
consent of the Board of Directors of UP and the Board of Directors of SP, or (b)
by either the Board of Directors of UP or the Board of Directors of SP (i) if
the Merger will not have occurred on or prior to March 31, 1997; provided,
however, that the right to terminate the Merger Agreement will not be available
to any party whose failure to fulfill any obligations under the Merger Agreement
has been the cause of, or resulted in, the failure of the Merger to occur on or
before such date, (ii) if Shares shall have not been purchased pursuant to the
Offer within 90 days following the commencement of the Offer; provided, however,
that the right to terminate the Merger Agreement will not be available to any
party whose failure to fulfill any obligations under the Merger Agreement has
been the cause of, or resulted in, the failure to satisfy the conditions to the
Offer, or (iii) if any governmental entity shall have issued an order, decree or
ruling or taken any other action (which order, decree, ruling or other action
the parties shall use their best efforts to lift), in each case permanently
restraining, enjoining or otherwise prohibiting the transactions contemplated by
the Merger Agreement and such order, decree, ruling or other action shall have
become final and non-appealable.
 
     The Merger Agreement may be terminated by the Board of Directors of SP (i)
if, prior to the purchase of 39,034,471 Shares pursuant to the Offer or, if
fewer than 39,034,471 Shares are tendered, the purchase of at least 15% of the
outstanding Shares pursuant to the Offer, the Board of Directors of SP will have
withdrawn (or modified or changed in a manner adverse to UP or UP Acquisition)
its approval or recommendation of the
 
                                       56

Merger Agreement or the Merger in order to approve and permit SP to execute a
definitive agreement relating to a Takeover Proposal, and determined, after
having received the oral or written opinion of outside legal counsel to SP, that
the failure to take such action would result in a breach of its fiduciary duties
under applicable law; provided, however, that (1) the Board of Directors will
have determined that notwithstanding a binding commitment to consummate an
agreement of the nature of the Merger Agreement entered into in the proper
exercise of their applicable fiduciary duties, and notwithstanding all
concessions which may be offered by UP, UP Acquisition or UPRR in negotiations
entered into pursuant to clause (2) below, such fiduciary duties would also
require the directors to terminate the Merger Agreement as a result of such

Takeover Proposal; (2) prior to any such termination, SP shall, and shall cause
its respective financial and legal advisors to, negotiate with UP, UP
Acquisition or UPRR to make such adjustments in the terms and conditions of the
Merger Agreement as would enable SP to proceed with the transactions
contemplated therein on such adjusted terms; and (3) SP shall have given UP and
UP Acquisition three days' advance notice of any termination; or (ii) if UP, UP
Acquisition or UPRR (x) breaches or fails in any material respect to perform or
comply with any of its material covenants and agreements contained in the Merger
Agreement or (y) breaches its representations and warranties in any material
respect and such breach would have or would be reasonably likely to have a
material adverse effect on UP and its subsidiaries, in each case such that the
conditions to the Merger set forth in the Merger Agreement would not be
satisfied; provided, however, that if any such breach is curable by the
breaching party through the exercise of the breaching party's best efforts and
for so long as the breaching party will be so using its best efforts to cure
such breach, SP may not terminate the Merger Agreement pursuant to this clause
(ii).
 
     The Merger Agreement may be terminated by the Board of Directors of UP (i)
if SP (x) breaches or fails in any material respect to perform or comply with
any of its material covenants and agreements contained in the Merger Agreement
or (y) breaches its representations and warranties in any material respect and
such breach would have or would be reasonably likely to have a material adverse
effect on SP and its subsidiaries, in each case such that the conditions to the
Merger set forth in the Merger Agreement would not be satisfied; provided,
however, that if any such breach is curable by SP through the exercise of SP's
best efforts and for so long as SP will be so using its best efforts to cure
such breach, UP may not terminate the Merger Agreement pursuant to this clause
(i); or (ii) if (A) prior to the Effective Time, the Board of Directors of SP
shall have withdrawn or modified or changed in a manner adverse to UP, UP
Acquisition or UPRR its approval or recommendation of the Offer, the Merger
Agreement or the Merger or shall have recommended a Takeover Proposal or other
business combination, or shall have entered into an agreement in principle (or
similar agreement) or definitive agreement providing for a Takeover Proposal or
other business combination with a person or entity other than UP, UP
Acquisition, UPRR or their subsidiaries (or the Board of Directors of SP
resolves to do any of the foregoing), or (B) prior to the certification of the
vote of SP's shareholders to approve the Merger at the Special Meeting, it shall
have been publicly disclosed or UP, UP Acquisition or UPRR shall have learned
that (x) any person, entity or 'group' (as that term is defined in Section
13(d)(3) of the Exchange Act), other than UP, its subsidiaries or the Anschutz
Shareholders, shall have acquired beneficial ownership, of more than 25% of any
class or series of capital stock of SP (including the Shares) or (y) any such
person, entity or group which, prior to the date of the Merger Agreement, had
filed a Schedule 13D with the Commission, shall have acquired or proposed to
acquire beneficial ownership of additional shares of any class or series of
capital stock of SP (including the Shares), through the acquisition of stock,
the formation of a group or otherwise, constituting 1% or more of any such class
or series. SP has advised UP that as of the date of the Merger Agreement, no
person, entity or group had so filed a Schedule 13D with the Commission.
 
                                       57

                            SHAREHOLDERS AGREEMENTS

     THE FOLLOWING ARE SUMMARIES OF CERTAIN PROVISIONS OF THE SHAREHOLDERS
AGREEMENTS. THE SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE
SHAREHOLDERS AGREEMENTS WHICH ARE INCORPORATED HEREIN BY REFERENCE. CAPITALIZED
TERMS NOT OTHERWISE DEFINED HEREIN OR IN THE FOLLOWING SUMMARIES SHALL HAVE THE
MEANINGS SET FORTH IN THE APPLICABLE SHAREHOLDERS AGREEMENT.
 
ANSCHUTZ SHAREHOLDERS AGREEMENT
 
     Tender of Shares; Pledge.  The Anschutz Shareholders Agreement provides
that the Anschutz Shareholders may, but shall have no obligation to, tender (or
cause the record owner of the Shares to tender), pursuant to and in accordance
with the terms of the Offer, any or all of the Shares beneficially owned by the
Anschutz Shareholders. The Anschutz Shareholders will, for all Shares tendered
by Anschutz Shareholders in the Offer and accepted for payment and paid for by
UP Acquisition, receive the same per Share consideration paid to other
shareholders who have tendered into the Offer.
 
     The Anschutz Shareholders Agreement provides that TAC has advised UP that
Shares Beneficially Owned (as defined in the Anschutz Shareholders Agreement) by
TAC are or may be pledged to Bank of America National Trust and Savings
Association or Citibank, N.A., respectively (collectively, the 'Banks') pursuant
to pledge agreements (substantially in the forms reviewed by UP, collectively,
the 'Existing Pledge Agreements') to secure indebtedness borrowed from the
Banks. In the Anschutz Shareholders Agreement, TAC represents and warrants that
(i) the Existing Pledge Agreements do not or, before indebtedness borrowed
therefrom is secured by any such Shares, will not, prevent, limit or interfere
with TAC's compliance with, or performance of its obligations under, the
Anschutz Shareholders Agreement, absent a default under the applicable Existing
Pledge Agreements and (ii) it is not in default under the Existing Pledge
Agreements. Prior to the execution of the Anschutz Shareholders Agreement, TAC
delivered to UP a letter from Bank of America National Trust and Savings
Association acknowledging the Anschutz Shareholders Agreement and agreeing in
effect that, notwithstanding any default under the applicable Existing Pledge
Agreement, TAC (and UP Acquisition with respect to the proxy described below)
shall have the right to exercise all voting rights with respect to SP Common
Stock pledged thereunder as set forth in the Anschutz Shareholders Agreement and
the proxy described below. TAC shall deliver to UP a similar letter from
Citibank, N.A. before shares of SP Common Stock shall be pledged under the
applicable Existing Pledge Agreement to secure any indebtedness. The Anschutz
Shareholders may, subsequent to the date of the Anschutz Shareholders Agreement,
effect one or more pledges of SP Voting Securities (as defined in the Anschutz
Shareholders Agreement) or UP Voting Securities (as defined in the Anschutz
Shareholders Agreement) to be received pursuant to the Merger or otherwise, or
grants of security interests therein, to one or more financial institutions
(other than the Banks) that are not Affiliates of any Anschutz Shareholder
(collectively, 'Other Financial Institutions') as security for the payment of
bona fide indebtedness owed by one or more of the Anschutz Shareholders or their
Affiliates to such Other Financial Institutions. Except as set forth in the
proviso below, neither the Banks nor any Other Financial Institution which
hereafter becomes a pledgee of SP Voting Securities or UP Voting Securities
shall incur any obligations under the Anschutz Shareholders Agreement with
respect to such SP Voting Securities or such UP Voting Securities, as the case
may be, or shall be restricted from exercising any right of enforcement or

foreclosure with respect to any related security interest or lien; provided,
however, that it shall be a condition to any such pledge to any Other Financial
Institution that, in the case of SP Voting Securities, the pledgee shall agree
that TAC (and UP Acquisition with respect to the proxy described below) shall
have the right to exercise all voting rights with respect to SP Voting
Securities pledged thereunder as set forth in the Anschutz Shareholders
Agreement and the proxy described below and, in the case of SP Voting Securities
or UP Voting Securities, no such pledge shall prevent, limit or interfere with
Anschutz Shareholders' compliance with, or performance of their obligations
under, the Anschutz Shareholders Agreement, absent a default under such pledge
agreement. The obligations of the Banks and the Other Financial Institutions
with respect to voting of SP Common Stock and the proxy described below, and
such proxy shall terminate on the earlier of (x) the consummation of the Merger
and (y) the termination of the Merger Agreement in accordance with the terms
thereof.
 
     Voting of Common Stock; Irrevocable Proxy; No Solicitation.  The Anschutz
Shareholders Agreement provides that the Anschutz Shareholders, during the
period commencing on the date of the Anschutz Shareholders Agreement and
continuing until the earlier of (x) the consummation of the Merger, (y) six
months following the termination of the Merger Agreement in accordance with
Section 7.1(c)(i) of the Merger
 
                                       58

Agreement (permitting SP to terminate the Merger Agreement if the Board of
Directors of SP shall have (A) withdrawn, or modified or changed its approval or
recommendation of the Merger Agreement in order to permit SP to execute a
definitive agreement relating to a Takeover Proposal, and (B) determined that
the failure to take such action would result in a breach of the Board of
Directors' fiduciary duties) or 7.1(d)(ii) of the Merger Agreement (permitting
UP to terminate the Merger Agreement if the Board of Directors of SP shall have
withdrawn, or modified or changed in a manner adverse to UP, UPRR or UP
Acquisition its approval or recommendation of the Merger Agreement or
recommended a Takeover Proposal, or entered into an agreement providing for a
Takeover Proposal with a person or entity other than UP, UPRR, UP Acquisition or
their subsidiaries, or prior to SP's shareholders approval of the Merger, any
person, entity or group, other than UP or its subsidiaries, or the Anschutz
Shareholders, shall have acquired beneficial ownership of more than 25% of the
capital stock of SP, or any such person, entity or group which, prior to the
date of the Merger Agreement, had filed a Schedule 13D with the Commission,
shall have acquired beneficial ownership of additional shares of SP constituting
1% or more of SP) (such termination sections of the Merger Agreement being
referred to herein as the 'Fiduciary-out Termination Provisions'), and (z) upon
the termination of the Merger Agreement in accordance with any provision of
Section 7.1 thereof, other than the Fiduciary-out Termination Provisions (such
period being referred to as the 'Voting Period'), at any meeting (whether annual
or special, and whether or not an adjourned or postponed meeting) of SP's
stockholders, however called, or in connection with any written consent of SP's
stockholders, subject to the absence of a preliminary or permanent injunction or
other final order by any United States federal court or state court barring such
action, the Anschutz Shareholders shall vote (or cause to be voted) all Shares
and all other SP Voting Securities beneficially owned by them, (i) in favor of
the Merger, the execution and delivery by SP of the Merger Agreement and the

approval and adoption of the Merger Agreement and the terms thereof and each of
the other actions contemplated by the Merger Agreement, the Anschutz
Shareholders Agreement and the Ancillary Agreements (as defined in the Merger
Agreement) and any actions required in furtherance thereof; (ii) against any
action or agreement that would (A) result in a breach of any covenant,
representation or warranty or any other obligation or agreement of SP under the
Merger Agreement or any of the Ancillary Agreements to which it is a party or of
the Anschutz Shareholders under the Anschutz Shareholders Agreement or (B)
impede, interfere with, delay, postpone, or adversely affect the Offer, the
Merger or the transactions contemplated by the Merger Agreement, the Anschutz
Shareholders Agreement and the Ancillary Agreements; and (iii) except as
otherwise agreed to in writing in advance by UP, against the following actions
(other than the Merger and the transactions contemplated by the Merger
Agreement, the Anschutz Shareholders Agreement and the Ancillary Agreements):
(A) any extraordinary corporate transaction, such as a merger, consolidation or
other business combination involving SP or any of its subsidiaries; (B) any
sale, lease or transfer of a substantial portion of the assets or business of SP
or its subsidiaries, or reorganization, restructuring, recapitalization, special
dividend, dissolution or liquidation of SP or its subsidiaries; or (C) any
change in the present capitalization of SP including any proposal to sell a
substantial equity interest in SP or any of its subsidiaries. The Anschutz
Shareholders have agreed not to enter into any agreement, arrangement or
understanding with any Person (as defined in the Anschutz Shareholders
Agreement) the effect of which would be inconsistent or violative of the
foregoing provisions and agreements.
 
     The Anschutz Shareholders Agreement provides that at the request of UP
(which request has been made and complied with), each Anschutz Shareholder, in
furtherance of the transactions contemplated by the Anschutz Shareholders
Agreement and by the Merger Agreement and the Ancillary Agreements, and in order
to secure the performance by Anschutz Shareholders of their duties under the
Anschutz Shareholders Agreement, shall promptly execute and deliver to UP
Acquisition an irrevocable proxy. The proxy entitles the holder thereof to vote
the Shares subject thereto with respect to all matters referred to in the
preceding paragraph. The Anschutz Shareholders acknowledge and agree that such
irrevocable proxy shall be coupled with an interest, shall constitute, among
other things, an inducement for UP to enter into the Anschutz Shareholders
Agreement, the Merger Agreement and the Ancillary Agreements to which it is a
party, shall be irrevocable during the Voting Period and shall not be terminated
by operation of law or upon the occurrence of any event.
 
     Restrictions on Transfer, Proxies; No Solicitation.  The Anschutz
Shareholders Agreement provides that the Anschutz Shareholders shall not, during
the Voting Period, directly or indirectly: (i) except as described in 'Tender of
Shares; Pledge' above, Transfer (as defined in the Anschutz Shareholders
Agreement) (including but not limited to the Transfer of any securities of an
Affiliate (as defined in the Anschutz Shareholders Agreement) which is the
record holder or Beneficial Owner of SP Voting Securities if, as the result of
such
 
                                       59

Transfer, such Person would cease to be an Affiliate of a Shareholder) to any
Person any or all of the SP Voting Securities Beneficially Owned by Anschutz

Shareholders, provided that an Anschutz Shareholder may Transfer SP Voting
Securities to any other Anschutz Shareholder; (ii) except in respect of the
irrevocable proxy and voting agreement referred to above, grant any proxies or
powers of attorney, deposit any SP Voting Securities into a voting trust or
enter into a voting agreement, understanding or arrangement with respect to SP
Voting Securities; or (iii) take any action that would make any representation
or warranty of the Anschutz Shareholders contained in the Anschutz Shareholders
Agreement untrue or incorrect or would result in a breach by Anschutz
Shareholders of their obligations under the Anschutz Shareholders Agreement or a
breach by SP of its obligations under the Merger Agreement or any of the
Ancillary Agreements to which it is a party. Notwithstanding any provisions of
the Anschutz Shareholders Agreement to the contrary, the Anschutz Shareholders
may Transfer in the aggregate, following the consummation of the Offer and prior
to the Effective Time, a number of Shares in the aggregate not greater than 10%
of the Shares Beneficially Owned by the Anschutz Shareholders immediately
following consummation of the Offer; provided, however, that any such Shares
which are so Transferred by TAC, or Transferred by the Foundation in an amount
in excess of 1,558,254 Shares, prior to the Special Meeting, shall continue to
be subject to the voting agreement and the proxy described above, and, as a
condition to any such Transfer of Shares, the Anschutz Shareholders shall enter
into a written agreement with the transferee of such Shares, in form and
substance satisfactory to UP, granting the Anschutz Shareholders the right to
vote such Shares in accordance with the voting agreement and the proxy referred
to above.
 
     The Anschutz Shareholders Agreement provides that during the Voting Period,
the Anschutz Shareholders shall not, and shall cause their respective Affiliates
and the respective officers, directors, employees, associates, partners,
investment bankers, attorneys, accountants and other agents and representatives
of Anschutz Shareholders and their subsidiaries and affiliates (collectively,
'Representatives') not to, directly or indirectly, (i) initiate, solicit or
encourage, or take any action to facilitate the making of, any offer or proposal
which constitutes or is reasonably likely to lead to any Takeover Proposal (as
defined in the Merger Agreement) of SP or any Affiliate, or any inquiry with
respect thereto, or (ii) in the event of an unsolicited Takeover Proposal for SP
or any Affiliate of SP, engage in negotiations or discussions with, or provide
any information or data to, any Person (other than UP, any of its Affiliates or
representatives) relating to any Takeover Proposal. The Anschutz Shareholders
shall notify UP and UP Acquisition orally and in writing of any such offers,
proposals, or inquiries relating to the purchase or acquisition by any person of
the Shares Beneficially Owned by the Anschutz Shareholders (including, without
limitation, the terms and conditions thereof and the identity of the Person
making it), within 24 hours of the receipt thereof, provided that Anschutz
Shareholders shall have no such notification obligation with respect to any
proposal, offer or inquiry relating to any Takeover Proposal (which Takeover
Proposal notification shall be reported to the Board of Directors of SP) other
than to the extent that such proposal contemplates treating Anschutz
Shareholders, as shareholders of SP, in any manner different than or
inconsistent with the treatment of other shareholders of SP, whether as to
terms, the entering into of separate agreements or otherwise. The Anschutz
Shareholders have agreed to, and to cause their Representatives to, immediately
cease and cause to be terminated all existing activities, discussions and
negotiations, if any, with any parties conducted prior to the date of the
Anschutz Shareholders Agreement with respect to any Takeover Proposal relating

to SP, other than discussions or negotiations with UP and its Affiliates.
 
     The Anschutz Shareholders Agreement provides that, during the Voting
Period, the Anschutz Shareholders will not, and will cause their Affiliates not
to, directly or indirectly, make any public comment, statement or communication,
or take any action that would otherwise require any public disclosure by the
Anschutz Shareholders, UP or any other Person (as defined in the Anschutz
Shareholders Agreement), concerning the Merger, the Offer, the Spin-Off and the
other transactions contemplated by the Merger Agreement, the Anschutz
Shareholders Agreement and the Ancillary Agreements, except for any disclosure
(i) concerning the status of Anschutz Shareholders as parties to such
agreements, the terms thereof, and their beneficial ownership of Shares required
pursuant to Section 13(d) of the Exchange Act, or (ii) required pursuant to the
Schedule 14D-9 or this Joint Proxy Statement/Prospectus.
 
     The Anschutz Shareholders Agreement provides that, notwithstanding the
restrictions described in the second preceding paragraph, any Person who is a
director or officer of SP may exercise his fiduciary duties in his capacity as a
director or officer with respect to SP, as opposed to taking action with respect
to the direct or indirect ownership of any Shares, and no such exercise of
fiduciary duties shall be deemed to be a breach of, or a violation of such
restrictions described in, such paragraph and none of the Anschutz Shareholders
shall have any liability thereunder for any such exercise of fiduciary duties by
such Person in his capacity as a director and officer of SP.
 
                                       60

     Standstill and Related Provisions.  The Anschutz Shareholders Agreement
provides that, subject to the paragraph immediately following item (xi) below,
the Anschutz Shareholders, for a period commencing on the date of the Anschutz
Shareholders Agreement and terminating on the seventh anniversary of the
Effective Time or, if earlier, the termination of the Anschutz Shareholders
Agreement in accordance with the terms thereof (the 'Standstill Period'),
without the prior written consent of the Board of Directors of UP (the 'UP
Board') specifically expressed in a resolution adopted by a majority of the
directors of UP, the Anschutz Shareholders will not, and the Anschutz
Shareholders will cause each of their respective Affiliates (as defined in the
Merger Agreement) not to, directly or indirectly, alone or in concert with
others:
 
          (i) acquire, offer or propose to acquire, or agree to acquire (except,
     in any case, by way of (A) following consummation of the Merger, stock
     dividends or other distributions or rights offerings made available to
     holders of any shares of UP Common Stock generally, share-splits,
     reclassifications, recapitalizations, reorganizations and any other similar
     action taken by UP, (B) following consummation of the Merger, the
     conversion, exercise or exchange of UP Voting Securities in accordance with
     the terms thereof, (C) the issuance and delivery of UP Voting Securities
     pursuant to the Merger Agreement and (D) following consummation of the
     Merger, the acquisition of not more than 131,723 shares of UP Common Stock
     pursuant to a certain purchase agreement (as amended from time to time, the
     'Purchase Agreement'), provided, that any such securities shall be subject
     to the provisions of the Anschutz Shareholders Agreement), directly or
     indirectly, whether by purchase, tender or exchange offer, through the

     acquisition of control of another Person, by joining a partnership, limited
     partnership, syndicate or other 'group' (within the meaning of Section
     13(d)(3) of the Exchange Act) (other than groups consisting solely of
     Anschutz Shareholders and their Affiliates, all of which are or, prior to
     the formation of such group, become, parties to the Anschutz Shareholders
     Agreement) or otherwise, any UP Voting Securities; provided, however, that
     if UP shall issue additional UP Voting Securities following consummation of
     the Merger, Anschutz Shareholders and their Affiliates may purchase or
     acquire additional UP Voting Securities to bring their Beneficial Ownership
     up to the greater of 5.5% and the percentage of outstanding UP Voting
     Securities Beneficially Owned by the Anschutz Shareholders immediately
     prior to such issuance by UP; provided, further, without limiting the
     immediately preceding proviso, if as a result of Transfers of UP Voting
     Securities, Anschutz Shareholders Beneficially Own less than 5.5% of the
     then outstanding shares of UP Voting Securities, Anschutz Shareholders may
     purchase or acquire additional UP Voting Securities to bring their
     Beneficial Ownership up to, but not in excess of, 5.5% of the then
     outstanding shares of UP Voting Securities. In addition, in the event that
     a Shareholder or an Affiliate thereof inadvertently and without knowledge
     (an 'Inadvertent Acquisition') indirectly acquires Beneficial Ownership of
     not more than one-quarter of one percent of the UP Voting Securities in
     excess of the amount permitted to be owned by the Anschutz Shareholders
     pursuant to this paragraph pursuant to a transaction by which a Person
     (that was not then an Affiliate of a Shareholder before the consummation of
     such transaction) owning UP Voting Securities becomes an Affiliate of such
     Shareholder, then all UP Voting Securities so acquired shall thereupon
     become subject to the Anschutz Shareholders Agreement and such Shareholder
     shall be deemed not to have breached the Anschutz Shareholders Agreement
     provided that such Shareholder, within 120 days thereafter, causes a number
     of such UP Voting Securities in excess of the amount permitted to be so
     owned (or, at the election of such Shareholder, an equal number of the
     other UP Voting Securities that are Beneficially Owned by a Shareholder) to
     be Transferred, in a transaction subject to the provisions described in
     'Limitations on Disposition' below, to a transferee that is not a
     Shareholder, an Affiliate thereof or a member of a 'group' in which a
     Shareholder or an Affiliate is included (or, if UP or its assignee shall
     exercise any purchase rights under the second paragraph of the provisions
     described in '--Limitations on Disposition' below, to UP or its assignee);
 
          (ii) make, or in any way participate, directly or indirectly, in any
     'solicitation' (as such term is used in the proxy rules of the SEC) of
     proxies or consents (whether or not relating to the election or removal of
     directors), seek to advise, encourage or influence any Person with respect
     to the voting of any UP Voting Securities, initiate, propose or otherwise
     'solicit' (as such term is used in the proxy rules of the SEC) shareholders
     of UP for the approval of shareholder proposals, whether made pursuant to
     Rule 14a-8 of the Exchange Act or otherwise, or induce or attempt to induce
     any other Person to initiate any such shareholder
 
                                       61

     proposal or otherwise communicate with UP's shareholders or others pursuant
     to Rule 14a-1(2)(iv) under the Exchange Act or otherwise;

          (iii) seek, propose, or make any statement with respect to, any
     merger, consolidation, business combination, tender or exchange offer, sale
     or purchase of assets, sale or purchase of securities, dissolution,
     liquidation, reorganization, restructuring, recapitalization, change in
     capitalization, change in corporate structure or business or similar
     transaction involving UP or its subsidiaries (including Resources) (any of
     the foregoing being referred to herein as a 'Specified UP Transaction');
     provided that the foregoing shall not prevent (A) voting of UP Common Stock
     in the manner described in the last paragraph under '--Standstill and
     Related Provisions' (but shall prevent any public comment, statement or
     communication, and any action that would otherwise require any public
     disclosure by the Anschutz Shareholders, UP or any other Person, concerning
     such voting) or (B) the Anschutz Shareholder Designee (as defined below
     under '--UP Covenants') from exercising his fiduciary duties in his
     capacity as a director by participating in any Board deliberations or vote
     of the Board of Directors of UP with respect to a Specified UP Transaction;
 
          (iv) form, join or in any way participate in a 'group' (within the
     meaning of Section 13(d)(3) of the Exchange Act) with respect to any UP
     Voting Securities, other than groups consisting solely of Anschutz
     Shareholders and their Affiliates;
 
          (v) deposit any UP Voting Securities in any voting trust or subject
     any UP Voting Securities to any arrangement or agreement with respect to
     the voting of any UP Voting Securities except as set forth in the Anschutz
     Shareholders Agreement;
 
          (vi) call or seek to have called any meeting of the stockholders of UP
     or execute any written consent with respect to UP or UP Voting Securities;
     provided that the foregoing shall not prevent the Anschutz Shareholder
     Designee from exercising his fiduciary duties in his capacity as a director
     by participating in any Board deliberations or vote of the Board of
     Directors of UP with respect to the calling of any annual meeting of
     shareholders of UP;
 
          (vii) otherwise act, alone or in concert with others, to control or
     seek to control or influence or seek to influence the management, Board of
     Directors or policies of UP (except to the extent the actions by a
     Shareholder Designee relating to UP's Board of Directors in the exercise of
     his fiduciary duties in his capacity as a director may be viewed as
     influencing or seeking to influence the management, Board of Directors or
     policies of UP);
 
          (viii) seek, alone or in concert with others, representation on the UP
     Board (except as described below under 'UP Covenants'), or seek the removal
     of any member of such Board or a change in the composition or size of such
     Board;
 
          (ix) or make any publicly disclosed proposal, comment, statement or
     communication (including, without limitation, any request to amend, waive
     or terminate any provision of the Anschutz Shareholders Agreement other
     than the 'standstill' restrictions described in these items (i)-(xi)), or
     make any proposal, comment, statement or communication (including, without
     limitation, any request to amend, waive or terminate any provision of the

     Anschutz Shareholders Agreement other than the 'standstill' restrictions
     described in these items (i)-(xi)) in a manner that would require any
     public disclosure by the Anschutz Shareholders, UP or any other Person, or
     enter into any discussion with any Person (other than directors and
     officers of UP), regarding any of the foregoing;
 
          (x) make or disclose any request to amend, waive or terminate any of
     the 'standstill' restrictions set forth in these items (i)-(xi); or
 
          (xi) have any discussions or communications, or enter into any
     arrangements, understandings or agreements (whether written or oral) with,
     or advise, finance, assist or encourage, any other Person in connection
     with any of the foregoing, or take any action inconsistent with the
     foregoing, or make any investment in or enter into any arrangement with,
     any other Person that engages, or offers or proposes to engage, in any of
     the foregoing.
 
     The restrictions described above shall not prevent Anschutz Shareholders
from (A) performing their obligations and exercising their rights under the
Anschutz Shareholders Agreement, including, without limitation,
 
                                       62

(w) Transferring any SP Voting Securities or UP Voting Securities in accordance
with the terms thereof, (x) selecting the Anschutz Shareholder Designee, (y)
serving in the positions described in or resigning from such positions
contemplated by the Anschutz Shareholders Agreement, and (z) voting in
accordance with the terms thereof and granting a proxy to UP Acquisition in
accordance with the terms thereof; (B) communicating in a non-public manner with
any other Shareholder or their Affiliates; and (C) complying with the
requirements of Sections 13(d) and 16(a) of the Exchange Act and the rules and
regulations thereunder, in each case, as from time to time in effect, or any
successor provisions or rules with respect thereto, or any other applicable law,
rule, regulation, judgment, decree, ruling, order, award, injunction, or other
official action of any agency, bureau, commission, court, department, official,
political subdivision, tribunal or other instrumentality of any government
(whether federal, state, county or local, domestic or foreign).
 
     The Anschutz Shareholders Agreement provides that during the period
commencing on the date of the Anschutz Shareholders Agreement and continuing
until the earlier of (x) the consummation of the Merger and (y) the termination
of the Merger Agreement, Anschutz Shareholders will not, and Anschutz
Shareholders will cause each of their respective Affiliates not to, directly or
indirectly, alone or in concert with others, acquire, offer or propose to
acquire, or agree to acquire, whether by purchase, tender or exchange offer,
through the acquisition of control of another Person, by joining a partnership,
limited partnership, syndicate or other 'group' or otherwise, any SP Voting
Securities (except pursuant to the Purchase Agreement and by way of stock
dividends or other distributions or rights offerings made available to holders
of any shares of SP Common Stock generally, stock-splits, reclassifications,
recapitalizations, reorganizations and any other similar action taken by SP).
 
     The Anschutz Shareholders Agreement provides that subject to the receipt of
proper notice and the absence of a preliminary or permanent injunction or other

final order by any United States federal court or state court barring such
action, during the Standstill Period, the Anschutz Shareholders will, and will
cause their Affiliates to, (i) be present, in person or represented by proxy, at
all annual and special meetings of shareholders of UP so that all UP Common
Stock Beneficially Owned by the Anschutz Shareholders and their affiliates and
then entitled to vote may be counted for the purposes of determining the
presence of a quorum at such meetings, and (ii) vote in accordance with the
recommendation of the Board of Directors of UP in the election of directors and
as directed by the Persons acting as Proxies in respect of proxies solicited by
the Board of Directors of UP with respect to the election of directors
(including the manner in which such UP Common Stock shall be cumulated). On all
other matters presented for a vote of shareholders of UP, Anschutz Shareholders
may vote in their discretion.
 
     Limitations on Disposition.  The Anschutz Shareholders Agreement provides
that during the Standstill Period, the Anschutz Shareholders will not, and will
cause their Affiliates not to, directly or indirectly, without the prior written
consent of the UP Board specifically expressed in a resolution adopted by a
majority of the directors of UP, Transfer any UP Voting Securities (including
but not limited to the Transfer of any securities of an Affiliate which is the
record holder or Beneficial Owner of UP Voting Securities, if as the result of
such Transfer, such Person would cease to be an Affiliate of a Shareholder), if,
to the knowledge of the Anschutz Shareholders or any of their Affiliates, after
due inquiry which is reasonable in the circumstances (and which shall include,
with respect to the Transfer of 1% or more of the UP Voting Securities then
outstanding in one transaction, or a series of related transactions, specific
inquiry with respect to the identity of the acquiror of such UP Voting
Securities and the number of UP Voting Securities that, immediately following
such transaction or transactions, would be Beneficially Owned by such acquiror,
together with its Affiliates and any members of a 'group' (within the meaning of
Section 13(d)(3) of the Exchange Act) of which such acquiror is a member),
immediately following such transaction the acquiror of such UP Voting
Securities, together with its Affiliates and any members of such a group, would
Beneficially Own in the aggregate 4% or more of the UP Voting Securities then
outstanding; provided that, without the prior written consent of the Board of
Directors of UP, (i) Anschutz Shareholders and their Affiliates may Transfer any
number of UP Voting Securities to any other Shareholder, any Affiliate of a
Shareholder or to any heirs, distributees, guardians, administrators, executors,
legal representatives or similar successors in interest of any Anschutz
Shareholder, provided that (A) such transferee, if not then an Anschutz
Shareholder, shall become a party to the Anschutz Shareholders Agreement and
agree in writing to perform and comply with all of the obligations of such
transferor Shareholder under the Anschutz Shareholders Agreement, and thereupon
such transferee shall be deemed to be a Shareholder party to the Anschutz
 
                                       63

Shareholders Agreement for all purposes of the Anschutz Shareholders Agreement,
and (B) if the transferee is not prior thereto a Shareholder, the transferor
shall remain liable for such transferee's performance of and compliance with the
obligations of the transferor under the Anschutz Shareholders Agreement, (ii)
Anschutz Shareholders and their Affiliates may Transfer UP Voting Securities in
a tender offer, merger, or other similar business combination transaction
approved by the Board of Directors of UP, and (iii) Anschutz Shareholders may

pledge their UP Voting Securities as provided in the Anschutz Shareholders
Agreement and the pledgee may Transfer such UP Voting Securities in connection
with the enforcement or foreclosure of any related security interest or lien
following a default.
 
     The Anschutz Shareholders Agreement provides that during the Standstill
Period, if to the knowledge of the Anschutz Shareholders after making due
inquiry which is reasonable under the circumstances, immediately following the
Transfer of any UP Voting Securities the acquiror thereof, together with its
Affiliates and any members of a 'group' (within the meaning of Section 13(d)(3)
of the Exchange Act), would Beneficially Own in the aggregate 2% or more of the
outstanding UP Voting Securities (a '2% Sale'), Anschutz Shareholders shall,
prior to effecting any such Transfer, offer UP a right of first refusal to
purchase the shares proposed to be Transferred on the following terms. Anschutz
Shareholders shall provide UP with written notice (the '2% Sale Notice') of any
proposed 2% Sale, which 2% Sale Notice shall contain the identity of the
purchaser, the number of shares of UP Voting Securities proposed to be
Transferred to such purchaser, the purchase price for such shares and the form
of consideration payable for such shares. The 2% Sale Notice shall also contain
an irrevocable offer to sell the shares subject to such 2% Sale Notice to UP for
cash at a price equal to the price contained in such 2% Sale Notice. UP shall
have the right and option, by written notice delivered to such Anschutz
Shareholder (the 'Purchase Notice') within 15 days of receipt of the 2% Sale
Notice, to accept such offer as to all, but not less than all, of the UP Voting
Securities subject to such 2% Sale Notice. UP shall have the right to assign to
any Person such right to purchase the shares subject to the 2% Sale Notice. In
the event UP (or its assignee) elects to purchase the shares subject to the 2%
Sale Notice, the closing of the purchase of the UP Voting Securities shall occur
at the principal office of UP (or its assignee) on or before the 30th day
following such Anschutz Shareholder's receipt of the Purchase Notice. In the
event UP does not elect to purchase the shares subject to the 2% Sale Notice,
such Shareholder shall be free, for a period of 30 days following the receipt of
notice from UP of its election not to purchase such shares or, in the absence of
any such notice, for a period of 30 days following the 15th day after receipt by
UP of the 2% Sale Notice, to sell the shares subject to the 2% Sale Notice in
accordance with the terms of, and to the person identified in, the 2% Sale
Notice. If such sale is not effected within such 30-day period such shares shall
remain subject to the provisions of the Anschutz Shareholders Agreement.
Notwithstanding the foregoing, the right of first refusal described in this
paragraph shall not apply to the sale by Anschutz Shareholders of UP Voting
Securities (i) made in an underwritten public offering pursuant to an effective
registration statement under the Securities Act, or (ii) made in a transaction
permitted pursuant to, and made in compliance with, clauses (i) or (iii) of the
proviso in the immediately preceding paragraph, or (iii) made in a tender offer,
merger or other similar business combination transaction approved by the Board
of Directors of UP. Any proposed sale by Anschutz Shareholders of UP Voting
Securities shall be subject to the restrictions on sales to an acquiror which
would Beneficially Own 4% or more of the outstanding UP Voting Securities, as
described in the immediately preceding paragraph, whether or not UP exercises
its right of first refusal and consummates the purchase of UP Voting Securities.
If UP (or its assignee) exercises its right to purchase any UP Voting Securities
but fails to complete the purchase thereof for any reason other than the failure
of such Shareholder to perform its obligations thereunder with respect to such
purchase, then, on the 30th day following such Shareholder's receipt of the

Purchase Notice, such UP Voting Securities shall cease to be subject to the
voting obligations described in the last paragraph under '--Standstill and
Related Provisions' above, the transfer restrictions and right of first refusal
described in this '--Limitations on Disposition' section and the requirement
that certain legends be placed on the certificates representing such UP Voting
Securities. If the purchase price described in any 2% Sale Notice is not solely
made up of cash or marketable securities, the 2% Sale Notice shall include a
good faith estimate of the cash equivalent of such other consideration, and the
consideration payable by UP or its assignee (if UP elects to purchase (or to
have its assignee purchase) the UP Voting Securities described in the 2% Sale
Notice) in place of such other consideration shall be cash equal to the amount
of such estimate; provided, however, that if UP in good faith disagrees with
such estimate and states a different good faith estimate in the Purchase Notice,
and if UP and such Shareholder cannot agree on the cash equivalent of such other
(i.e., other than cash or marketable securities)
 
                                       64

consideration, such cash equivalent shall be determined by a reputable
investment banking firm without material connections with either party. Such
investment banking firm shall be selected by both parties or, if they shall be
unable to agree, by an arbitrator appointed by the American Arbitration
Association. The fees and expenses of any such investment banking firm and/or
arbitrator shall be shared equally by UP and such Shareholder, unless otherwise
determined by such firm or arbitrator. In the event of such differing estimates
by UP and such Shareholder, periods of time which would otherwise run under the
provisions described in this paragraph from the date of such Shareholder's
receipt of the Purchase Notice shall run instead from the date on which the
parties agree on such cash equivalent or, in the absence of such agreement, the
date on which such cash equivalent is determined by such investment banking
firm. If the purchase price described in any 2% Sale Notice shall include
marketable securities, the purchase price payable by UP (or its designee) shall
include, to the extent marketable securities were included as a portion of the
consideration provided for in the 2% Sale Notice, an amount in cash determined
by reference to the Current Market Price (as defined in the Anschutz
Shareholders Agreement) of such securities on the day the Purchase Notice is
received by such Shareholder.
 
     The Anschutz Shareholders Agreement provides that in connection with any
proposed privately negotiated sale by any Anschutz Shareholders of UP Voting
Securities representing in excess of 3.9% of the then outstanding shares of UP
Voting Securities, UP will cooperate with and permit the proposed purchaser to
conduct a due diligence review reasonable under the circumstances of UP and its
Subsidiaries and their respective business and operations, including, without
limitation, reasonable access during normal business hours to their executive
officers, and, if reasonable under the circumstances, their properties subject
to execution by such purchaser of a customary confidentiality agreement;
provided that UP shall not be required to permit more than two such due
diligence reviews in any twelve-month period.
 
     UP Covenants.  The Anschutz Shareholders Agreement provides that on or
prior to the Effective Time, the Board of Directors of UP will take all action
necessary to elect Mr. Anschutz, or another individual selected by TAC and
reasonably acceptable to the Board of Directors of UP (such director being

referred to as the 'Anschutz Shareholder Designee') as a director of UP's Board
of Directors and to appoint Mr. Anschutz, but not any other Anschutz Shareholder
Designee, as Vice Chairman of the Board of Directors as of the Effective Time.
Subject to the following sentence of this paragraph, after the Effective Time
and during the Standstill Period, UP shall include the Anschutz Shareholder
Designee in the Board of Directors' slate of nominees for election as directors
at UP's annual meeting of shareholders and shall recommend that the Anschutz
Shareholder Designee be elected as a director of UP. The Anschutz Shareholder
Designee, if requested by UP, shall resign from UP's Board of Directors (a)
effective not later than the next annual meeting of shareholders of UP, if
Anschutz Shareholders and their Affiliates Beneficially Own less than 4% of the
UP Voting Securities then outstanding, provided, however that the Anschutz
Shareholders Agreement shall continue in full force and effect until the date of
such resignation, or (b) immediately if the Anschutz Shareholders violate or
breach any of the material terms or provisions of the Anschutz Shareholders
Agreement. Notwithstanding any resignation pursuant to clause (b) of the
preceding sentence, all of the provisions of the Anschutz Shareholders Agreement
other than those described in this 'UP Covenants' section shall continue in full
force and effect. The duties and responsibilities of the Vice Chairman shall be
as assigned by the Board of Directors of UP or by the Chairman of the Board of
UP, and the Vice Chairman shall receive no additional compensation for serving
in such position. So long as a Shareholder Designee serves as a member of the
Board of Directors of UP, UP agrees that the Anschutz Shareholder Designee shall
serve (subject to the applicable requirements of the NYSE or any other security
exchange on which the UP Common Stock is listed, or if not so listed, under the
rules or regulations of the NASD) as a member of the Executive, Finance and
Corporate Development, and Compensation, Benefits and Nominating Committee of
the UP Board; provided, however that UP shall not be obligated to cause the
Anschutz Shareholder Designee to become a member of the Compensation, Benefits
and Nominating Committee of the UP Board if, and only for so long as, in the
opinion of tax counsel for UP (which may be internal or outside counsel), the
membership of the Anschutz Shareholder Designee on such Committee would be
likely to cause the disallowance of any deduction by UP for federal income tax
purposes under Section 162(m) of the Code or any other provision of, or
regulation under, the Code now or hereafter in effect. UP acknowledges that the
Anschutz Shareholder Designee, consistent with his rights and duties as a
director, shall have access to all information that he may request concerning
actions taken by the Compensation, Benefits and Nominating Committee. Except as
otherwise provided in the Anschutz Shareholders Agreement, upon the termination
of the Anschutz Shareholders Agreement, if so requested by UP, the Anschutz
Shareholder Designee shall resign as a director of UP's Board of Directors.
 
                                       65

     In the event that any Shareholder Designee shall cease to be a member of
the Board of Directors by reason of death, disability or resignation (other than
resignations required pursuant to the provisions of the immediately preceding
paragraph), UP shall replace such Shareholder Designee with another Shareholder
Designee at the next meeting of the Board of Directors.
 
     The Anschutz Shareholder Designee, upon nomination or appointment as a
director of UP, shall agree in writing to comply with the obligations of the
Anschutz Shareholders described in the first paragraph (and the numbered items
related thereto) of '--Standstill and Related Provisions' above and the

obligation of such Shareholder Designee under this paragraph.
 
     Without the prior written consent of Anschutz Shareholders, UP shall not
take or recommend to its shareholders any action which would impose limitations,
not imposed on other stockholders of UP, on the enjoyment by any of Anschutz
Shareholders and their Affiliates of the legal rights generally enjoyed by
shareholders of UP, other than those imposed by the terms of the Anschutz
Shareholders Agreement, the Merger Agreement and the Ancillary Agreements;
provided, however, that the foregoing shall not prevent UP from implementing or
adopting a Shareholder Rights Plan or issuing a similar security which has a
'trigger' threshold of not less than the greater of 10% of the outstanding
shares of UP Common Stock or the amount then Beneficially Owned by Anschutz
Shareholders not in violation of the Anschutz Shareholders Agreement.
 
     Additional Limitation on Dispositions.  The Anschutz Shareholders Agreement
provides that notwithstanding any other provision thereof, TAC will not, and
will cause its Affiliates not to, for a period of two years commencing as of the
Effective Time (the 'Reorganization Continuity Period'), enter into any
transaction or arrangement to the extent such transaction or arrangement
(combined with any other transactions or arrangements entered into by TAC or its
Affiliates) would result in TAC having entered into an Economic Disposition (as
defined below) with respect to an amount of UP Voting Securities received by TAC
in the Merger that exceeds the Threshold Amount (as defined below) unless the
condition described in the following paragraph is satisfied, regardless of
whether such transaction or arrangement would be treated as a sale, exchange or
other taxable disposition of such UP Voting Securities for United States federal
income tax purposes. For purposes of this subsection, the 'Threshold Amount'
equals the number of UP Voting Securities received by TAC in the Merger
multiplied by the following fraction: the numerator is 20% and the denominator
is (A) the percentage of outstanding SP Common Stock held by TAC as of the date
of the Anschutz Shareholders Agreement minus (B) the percentage of outstanding
SP Common Stock that TAC exchanges for cash in the Offer or the Merger. For
purposes of this subsection, an 'Economic Disposition' of shares of UP Voting
Securities shall mean (i) any transaction or arrangement (including an outright
sale) that would be treated as a sale, exchange or other taxable disposition for
United States federal income tax purposes of shares of UP Voting Securities
received in the Merger and (ii) any transaction or arrangement (or combination
of transactions or arrangements) entered into by or on behalf of TAC or its
Affiliates that reduces the economic benefits and burdens to TAC of owning
shares of UP Voting Securities (including any swap transaction, notional
principal contract or the acquisition or grant of any calls, puts or other
options, whether or not cash settlement is permitted or required) to such an
extent that such transaction or arrangement causes TAC not to satisfy the
'continuity of proprietary interest' requirement under Section 368 of the Code
with respect to such shares.
 
     The Anschutz Shareholders Agreement provides that during the Reorganization
Continuity Period, at least thirty (30) business days prior to entering into any
proposed transaction or arrangement (combined with any other transactions or
arrangements entered into by TAC) relating to or involving any shares of UP
Voting Securities in excess of the Threshold Amount (a 'Proposed Transaction'),
TAC must provide at its expense a written opinion of nationally recognized tax
counsel, in form and substance reasonably acceptable to UP, that the Proposed
Transaction will not adversely affect the treatment of the Merger as a

reorganization within the meaning of Section 368 of the Code.
 
     The Anschutz Shareholders Agreement provides that the bona fide pledge of
any UP Voting Securities, or the bona fide grant of a security interest therein,
to secure the payment of bona fide indebtedness owed by TAC or any of its
Affiliates, and the sale, exchange or disposition, or Economic Disposition, at
the direction of the pledgee or holder of a security interest, of any of such UP
Voting Securities in connection with the exercise of any right of enforcement or
foreclosure in respect thereof, shall not be subject to or prevented by the
restrictions set forth in this 'Additional Limitations on Dispositions' section.
 
                                       66

     The Anschutz Shareholders Agreement provides that the Threshold Amount and
the number of shares of UP Voting Securities that are or have been subject to an
Economic Disposition shall be adjusted, as of any date of determination, to give
effect to any stock dividends, share-splits, reclassifications,
recapitalizations, reorganizations or other similar actions that shall have been
taken by UP as of such date with respect to the UP Voting Securities.
 
     Termination.  The Anschutz Shareholders Agreement provides that, except as
otherwise provided therein, the Anschutz Shareholders Agreement shall terminate
(a) if the Effective Time does not occur, upon the termination of the Merger
Agreement, provided, however, that if the Merger Agreement shall have been
terminated pursuant to the Fiduciary-out Termination Provisions, the provisions
described under '--Voting of Common Stock; Irrevocable Proxy; No Solicitation'
and '--Restrictions on Transfer, Proxies; No Solicitation' above shall survive
the termination of the Anschutz Shareholders Agreement for a period of six
months, or (b) if the Effective Time does occur, on the earliest to occur of (1)
the seventh anniversary of the Effective Time, (2) at such time that the
Anschutz Shareholders Beneficially Own, and continue to Beneficially Own, in the
aggregate, less than 4% of the UP Voting Securities then outstanding, it being
understood, however, that if the Anschutz Shareholders at any time Beneficially
Own in the aggregate less than 4% of the UP Voting Securities then outstanding
but, prior to the seventh anniversary of the Effective Time, subsequently
acquire Beneficial Ownership of any UP Voting Securities (except pursuant to
clauses (A), (B) or (C) of the parenthetical exception to the first sentence in
item (i) under '--Standstill and Related Provisions' above or in an Inadvertent
Acquisition) such that immediately following such acquisition Anschutz
Shareholders become Beneficial Owners in the aggregate of more than 4% of the UP
Voting Securities then outstanding, the 'standstill' restrictions and
limitations on disposition provisions, among others, in the Anschutz
Shareholders Agreement shall be effective and in full force again as if no such
termination had occurred, and (3) if at any time that the Shareholders
Beneficially Own in the aggregate more than 4% of the UP Voting Securities then
outstanding (i) the Anschutz Shareholder Designee shall not be elected as a
director of UP as provided in the Anschutz Shareholders Agreement, (ii) if and
so long as Mr. Anschutz shall be a director of UP, Mr. Anschutz (but not any
other Shareholder Designee) shall not be appointed Vice Chairman of the Board of
Directors, (iii) subject to applicable requirements of the NYSE or any other
security exchange on which the UP Common Stock is listed, or if not so listed,
under the rules or regulations of the NASD, a Shareholder Designee who is then a
director shall not be appointed as a member of the Executive, Finance and
Corporate Development, and Compensation, Benefits and Nominating Committees,

respectively, of the Board of Directors of UP (or committees having similar
functions) or (iv) UP shall have breached its covenant described in the second
paragraph of '--UP Covenants' above, provided that TAC, for itself and on behalf
of all other Anschutz Shareholders, may by written notice to UP irrevocably
elect that, from and after the delivery thereof, the references in this
paragraph and in '--UP Covenants' above to '4%' be deleted and replaced by
references to '3%.'
 
MSLEF SHAREHOLDER AGREEMENT
 
     Tender of Shares.  The MSLEF Shareholder Agreement provides that MSLEF may,
but shall have no obligation to, tender (or cause the record owner of the Shares
to tender), pursuant to and in accordance with the terms of the Offer, any or
all of the Shares Beneficially Owned by MSLEF. MSLEF acknowledges and agrees
that UP's, UPRR's and UP Acquisition's obligation to accept for payment and pay
for Shares in the Offer, including any Shares tendered by MSLEF, is subject to
the terms and conditions of the Offer. MSLEF will, for all Shares tendered by
MSLEF in the Offer and accepted for payment and paid for by UP Acquisition,
receive the same per Share consideration paid to other shareholders who have
tendered into the Offer.
 
     Voting of SP Common Stock; Irrevocable Proxy; No Acquisition of Additional
SP Voting Securities.  The MSLEF Shareholder Agreement provides that during the
period commencing on the date of the MSLEF Shareholder Agreement and continuing
until the earlier of (x) the consummation of the Merger and (y) six months
following the termination of the Merger Agreement in accordance with the
Fiduciary-out Termination Provisions, and (z) upon the termination of the Merger
Agreement other than pursuant to the Fiduciary-out Termination Provisions (such
period being referred to as the 'Voting Period') at any meeting (whether annual
or special, and whether or not an adjourned or postponed meeting) of SP's
shareholders, however called, or in connection with any written consent of SP's
shareholders, subject to the absence of a preliminary or permanent injunction or
other final order by any United States federal court or state court barring such
action, MSLEF shall
 
                                       67

vote (or cause to be voted) the Shares and all other SP Voting Securities that
it Beneficially Owns, whether owned on the date of the MSLEF Shareholder
Agreement or thereafter acquired, (i) in favor of the Merger, the execution and
delivery by SP of the Merger Agreement and the approval and adoption of the
Merger Agreement and the terms thereof and each of the other actions
contemplated by the Merger Agreement, the MSLEF Shareholder Agreement and the
Ancillary Agreements and any actions required in furtherance thereof; (ii)
against any action or agreement that would (A) result in a material breach of
any covenant, representation or warranty or any other obligation or agreement of
SP under the Merger Agreement or any of the Ancillary Agreements to which it is
a party or of MSLEF under the MSLEF Shareholder Agreement or (B) in the judgment
of UP as communicated in writing to MSLEF, impede, interfere with, delay,
postpone, or adversely affect the Offer, the Merger or the transactions
contemplated by the Merger Agreement, the MSLEF Shareholder Agreement and the
Ancillary Agreements; and (iii) except as otherwise agreed to in writing in
advance by UP, against the following actions (other than the Merger and the
transactions contemplated by the Merger Agreement, the MSLEF Shareholder

Agreement and the Ancillary Agreements): (A) any extraordinary corporate
transaction, such as a merger, consolidation or other business combination
involving SP or any of its subsidiaries; (B) any sale, lease or transfer of a
substantial portion of the assets or business of SP or its subsidiaries, or
reorganization, restructuring, recapitalization, special dividend, dissolution
or liquidation of SP or its subsidiaries; or (C) any change in the present
capitalization of SP including any proposal to sell a substantial equity
interest in SP or any of its subsidiaries. MSLEF has agreed not to enter into
any agreement, arrangement or understanding with any Person the effect of which
would be inconsistent with or violative of the provisions and agreements
described in this subsection.
 
     The MSLEF Shareholder Agreement provides that, at the request of UP (which
request has been made and complied with), MSLEF, in furtherance of the
transactions contemplated by the MSLEF Shareholder Agreement and by the Merger
Agreement and the Ancillary Agreements, and in order to secure the performance
by MSLEF of its duties under the MSLEF Shareholder Agreement, shall promptly
execute and deliver to UP Acquisition an irrevocable proxy. MSLEF acknowledges
and agrees that the proxy executed and delivered pursuant to this paragraph
shall be coupled with an interest, shall constitute, among other things, an
inducement for UP to enter into the MSLEF Shareholder Agreement, the Merger
Agreement and the Ancillary Agreements to which it is a party, shall be
irrevocable during the Voting Period and shall not be terminated by operation of
law or upon the occurrence of any event.
 
     MSLEF agrees that during the period commencing on the date of the MSLEF
Shareholder Agreement and continuing until the earlier of (x) the consummation
of the Merger and (y) the termination of the Merger Agreement, MSLEF will not,
and will cause its general partner not to, acquire, offer or propose to acquire,
or agree to acquire, whether by purchase, tender or exchange offer, any SP
Voting Securities.
 
     Restrictions on Transfer, Proxies; No Solicitation.  MSLEF shall not,
during the Voting Period, directly or indirectly: (i) except as provided under
'Tender of Shares' above or this paragraph, Transfer to any Person any or all of
the SP Voting Securities Beneficially Owned by MSLEF; (ii) except as provided in
the second paragraph of the preceding Subsection, grant any proxies or powers of
attorney, deposit any such SP Voting Securities into a voting trust or enter
into a voting agreement, understanding or arrangement with respect to SP Voting
Securities; or (iii) take any action that would make any representation or
warranty of MSLEF contained in the MSLEF Shareholder Agreement untrue or
incorrect or would result in a breach by MSLEF of its obligations under the
MSLEF Shareholder Agreement or a breach by SP of its obligations under the
Merger Agreement or any of the Ancillary Agreements to which it is a party.
Notwithstanding any provisions of the MSLEF Shareholder Agreement to the
contrary, MSLEF may Transfer in the aggregate, following the consummation of the
Offer and prior to the Effective Time, a portion of the Shares in the aggregate
not greater than 10% of the Shares Beneficially Owned by MSLEF immediately
following the consummation of the Offer.
 
     The MSLEF Shareholder Agreement provides that MSLEF shall not, and shall
cause its general partner not to, directly or indirectly, (i) initiate, solicit
or encourage, or take any action to facilitate the making of, any offer or
proposal which constitutes or is reasonably likely to lead to any Takeover

Proposal (as defined in the Merger Agreement) of SP or any Affiliate or any
inquiry with respect thereto, or (ii) in the event of an unsolicited written
Takeover Proposal for SP or any Affiliate of SP, engage in negotiations or
discussions with, or provide any information or data to, any Person (other than
UP, any of its Affiliates or representatives) relating to any Takeover Proposal.
MSLEF shall notify UP and UP Acquisition orally and in writing of any such
offers,
 
                                       68

proposals or inquiries relating to the purchase or acquisition by any Person of
the Shares Beneficially Owned by MSLEF (including, without limitation, the terms
and conditions thereof and the identity of the Person making it), within 24
hours of the receipt thereof. MSLEF shall, and shall cause its general partner
to, immediately cease and cause to be terminated all existing activities,
discussions and negotiations, if any, with any parties conducted heretofore with
respect to any Takeover Proposal relating to SP, other than discussions or
negotiations with UP and its Affiliates.
 
     The MSLEF Shareholder Agreement provides that MSLEF will not, and will
cause its general partner not to, directly or indirectly, make any public
comment, statement or communication, or take any action that would otherwise
require any public disclosure by MSLEF, UP or any other Person, concerning the
Merger, the Offer, the Spin-off and the other transactions contemplated by the
Merger Agreement, the MSLEF Shareholder Agreement and the Ancillary Agreements,
except for any disclosure (i) concerning the status of MSLEF as a party to such
agreement, the terms thereof, and its beneficial ownership of Shares, required
pursuant to Section 13(d) or Section 16 of the Exchange Act or (ii) required in
the Schedule 14D-9 or this Joint Proxy Statement/Prospectus.
 
     Notwithstanding the restrictions described in the MSLEF Shareholder
Agreement, any Person who is a director or officer of SP may exercise his
fiduciary duties in his capacity as a director or officer with respect to SP, as
opposed to taking action with respect to the direct or indirect ownership of any
Shares, and no such exercise of fiduciary duties shall be deemed to be a breach
of, or a violation of the restrictions set forth in, the second preceding
paragraph and MSLEF shall not have any liability hereunder for any such exercise
of fiduciary duties by such Person in his capacity as a director and officer of
SP.
 
     Termination.  The MSLEF Shareholder Agreement provides that, except as
otherwise provided therein, the MSLEF Shareholder Agreement shall terminate at
the end of the Voting Period.
 
UP SHAREHOLDERS AGREEMENT
 
     Voting of SP Common Stock; Irrevocable Proxy.  The UP Shareholders
Agreement provides that during the period commencing on the date of the UP
Shareholders Agreement and continuing until the earlier of (x) the consummation
of the Merger and (y) the termination of the Merger Agreement in accordance with
the termination provisions thereof, at any meeting (whether annual or special,
and whether or not an adjourned or postponed meeting) of SP's stockholders,
however called, or in connection with any written consent of SP's stockholders,
subject to the absence of a preliminary or permanent injunction or other final

order by any United States federal court or state court barring such action, UP
and UP Acquisition (collectively, the 'UP Shareholders') shall vote (or cause to
be voted) the Shares purchased pursuant to the Offer and all other SP Voting
Securities that they Beneficially Own, whether owned on the date of the UP
Shareholders Agreement or thereafter acquired, (i) in favor of the Merger, the
execution and delivery by SP of the Merger Agreement and the approval and
adoption of the Merger Agreement and the terms thereof and each of the other
actions contemplated by the Merger Agreement, the UP Shareholders Agreement and
the Ancillary Agreements and any actions required in furtherance thereof; (ii)
with respect to the election or removal of directors, in the same proportion as
all SP Voting Securities that are not Beneficially Owned by UP Shareholders that
vote with respect to such matter ('Voted Non-Shareholder Securities') have been
voted with respect to such matter; (iii) with respect to any other proposed
merger, business combination, or similar transaction (including, without
limitation, any consolidation, sale of all or substantially all the assets,
recapitalization, liquidation or winding up or other Specified SP Transaction
(as defined herein)) involving SP (other than the transactions contemplated by
the Merger Agreement), as the UP Shareholders may determine, in their sole
discretion; and (iv) unless either (A) one of the transactions described in
clause (iii) above has been proposed or (B) the matter being proposed would
impose on UP Shareholders limitations, not imposed on other shareholders of SP,
on the enjoyment of any of the UP Shareholders and their Affiliates of the legal
rights generally enjoyed by stockholders of SP, with respect to all matters
submitted to a vote of SP's stockholders not specified in clauses (i), (ii) or
(iii) above, in the same proportion as all Voted Non-Shareholder Securities have
been voted with respect to such matter. UP Shareholders shall not enter into any
agreement or understanding with any Person the effect of which would be
inconsistent or violative of the provisions and agreements contained in this and
the following paragraph. As more fully described under the section below
entitled 'Standstill and Related Provisions,' UP Shareholders are also subject
to certain voting restrictions following termination of the Merger Agreement.
 
                                       69

     The UP Shareholders Agreement provides that UP Shareholders (or the
Trustee, if the Shares are held in the Voting Trust), in furtherance of the
transactions contemplated thereby and by the Merger Agreement and the Ancillary
Agreements, and in order to secure the performance by UP Shareholders of their
duties under the UP Shareholders Agreement, shall following consummation of the
Offer execute and deliver to SP an irrevocable proxy. UP Shareholders
acknowledge and agree that such proxy shall be coupled with an interest, shall
constitute, among other things, an inducement for SP to enter into the UP
Shareholders Agreement, the Merger Agreement and the Ancillary Agreements to
which it is a party, shall be irrevocable until the earlier of the SP Special
Meeting or the termination of the Merger Agreement in accordance with its terms
and shall not be terminated by operation of law or upon the occurrence of any
event.
 
     Restrictions on Transfer; Proxies; Pledges.  The UP Shareholders Agreement
provides that UP Shareholders shall not, during the period commencing on the
date thereof and continuing until the first to occur of (x) the consummation of
the Merger or (y) the termination of the Merger Agreement pursuant to the terms
thereof, directly or indirectly: (i) Transfer (including but not limited to the
Transfer by UP of any securities of UP Acquisition or any Affiliate of UP

controlling UP Acquisition) to any Person (other than to the Voting Trust) any
or all of the SP Voting Securities (or any interest therein) which it may
hereafter acquire in the Offer or otherwise; (ii) except as provided in the UP
Shareholders Agreement and except for the Voting Trust, grant any proxies or
powers of attorney, deposit any SP Voting Securities into a voting trust or
enter into a voting agreement, understanding or arrangement with respect to SP
Voting Securities; (iii) take any action that would make any representation or
warranty of UP Shareholders contained in the UP Shareholders Agreement untrue or
incorrect or would result in a breach by UP Shareholders of their respective
obligations under the UP Shareholders Agreement or would result in a breach by
UP Shareholders of their respective obligations under the Merger Agreement or
any of the Ancillary Agreements to which it is a party; or (iv) take certain
action covered by certain of the standstill related provisions of the UP
Shareholders Agreement, provided, however, in the event a bona fide proposal for
a Specified SP Transaction is made by any Person (other than the UP Shareholders
and their Affiliates), only the restrictions set forth in Section 4(a)(viii)
(seeking Board representation) of the UP Shareholders Agreement shall be
applicable.
 
     The UP Shareholders Agreement provides that following termination of the
Merger Agreement in accordance with its terms, UP Shareholders may effect one or
more pledges of SP Voting Securities or grants of security interests therein, to
one or more banks or other financial institutions that are not Affiliates of any
UP Shareholder as security for the payment of bona fide full recourse
indebtedness owed by UP or UPRR to such banks or financial institutions. Except
as set forth in the proviso below, such banks and financial institutions shall
not incur any obligations under the UP Shareholders Agreement with respect to
such SP Voting Securities or shall be restricted from exercising any right of
enforcement or foreclosure with respect to any related security interest or
lien; provided, however, that it shall be a condition to any such pledge that
the pledgee shall agree to be bound by the provisions of the UP Shareholders
Agreement, except that following an event of default or foreclosure, the pledgee
shall be permitted to sell, subject only to the right of first refusal set forth
in the UP Shareholders Agreement, (x) an unlimited number of Voting SP
Securities to any Person that is not, and does not control, a Class I Railroad
(as defined in the Merger Agreement) and (y) up to 4% of the then outstanding
shares of SP Voting Securities to a Class I Railroad.
 
     Standstill and Related Provisions.  The UP Shareholders Agreement provides
that subject to the paragraph immediately following item (xi) below, in the
event that the Merger Agreement is terminated in accordance with the terms
thereof other than pursuant to the Fiduciary-out Termination Provisions, but
only in such event, UP Shareholders agree that for a period commencing on the
date of such termination and continuing until the termination of the UP
Shareholders Agreement in accordance with the terms described under
'Termination' below (any such period being hereafter referred to as the 'UP
Standstill Period'), without the prior written consent of the Board of Directors
of SP (the 'SP Board') specifically expressed in a resolution adopted by a
majority of the directors of SP, UP Shareholders will not, and UP Shareholders
will cause each of their respective Affiliates not to, directly or indirectly,
alone or in concert with others:
 
          (i) acquire, offer or propose to acquire, or agree to acquire (except,
     in any case, by way of (A) stock dividends or other distributions or rights

     offerings made available to holders of any shares of SP Common Stock
     generally, share-splits, reclassifications, recapitalizations,
     reorganizations and any other similar action taken by SP, and (B) the
     conversion, exercise or exchange of SP Voting Securities in accordance with
     the
 
                                       70

     terms thereof, provided, that any such securities shall be subject to the
     provisions of the UP Shareholders Agreement), directly or indirectly,
     whether by purchase, tender or exchange offer, through the acquisition of
     control of another Person, by joining a partnership, limited partnership,
     syndicate or other 'group' (within the meaning of Section 13(d)(3) of the
     Exchange Act) (other than groups consisting solely of UP Shareholders and
     their Affiliates, all of which are or, prior to the formation of such
     group, become parties to the UP Shareholders Agreement) or otherwise, any
     SP Voting Securities; provided, however, that if, solely as a result of the
     issuance by SP of additional SP Voting Securities, UP Shareholders and
     their Affiliates Beneficially Own less than the amount of shares of SP
     Voting Securities Beneficially Owned immediately following the consummation
     of the Offer (the 'Ownership Limit'), UP Shareholders may purchase or
     acquire additional SP Voting Securities to bring their Beneficial Ownership
     up to the greater of 5.5% and the percentage of outstanding SP Voting
     Securities Beneficially Owned by the UP Shareholders immediately prior to
     such issuance by SP; provided, further, if as a result of Transfers of SP
     Voting Securities, UP Shareholders Beneficially Own less than 5.5% of the
     then outstanding SP Voting Securities, UP Shareholders may purchase or
     acquire additional SP Voting Securities to bring their Beneficial Ownership
     up to, but not in excess of, 5.5% of the then outstanding shares of SP
     Voting Securities. In addition, in the event that a UP Shareholder or an
     Affiliate thereof inadvertently and without knowledge indirectly acquires
     Beneficial Ownership of not more than one-quarter of one percent of SP
     Voting Securities in excess of the amount permitted to be owned by the UP
     Shareholders pursuant to this paragraph pursuant to a transaction by which
     a Person (that was not then an Affiliate of a UP Shareholder before the
     consummation of such transaction) owning SP Voting Securities becomes an
     Affiliate of such UP Shareholder, then all SP Voting Securities so acquired
     shall thereupon become subject to the UP Shareholders Agreement and such UP
     Shareholder shall be deemed not to have breached the UP Shareholders
     Agreement provided that such UP Shareholder, within 120 days thereafter,
     causes a number of such SP Voting Securities in excess of the amount
     permitted to be so owned (or, at the election of such UP Shareholder, an
     equal number of the other SP Voting Securities that are Beneficially Owned
     by a UP Shareholder) to be Transferred, in a transaction subject to the
     provisions described in 'Limitations on Disposition' below, to a transferee
     that is not a UP Shareholder, an Affiliate thereof or a member of a 'group'
     in which a UP Shareholder or an Affiliate is included (or, if UP or its
     assignee shall exercise any purchase rights under the second paragraph of
     'Limitations on Disposition' below, to SP or its assignee);
 
          (ii) make, or in any way participate, directly or indirectly, in any
     'solicitation' (as such term is used in the proxy rules of the SEC) of
     proxies or consents (whether or not relating to the election or removal of
     directors), seek to advise, encourage or influence any Person with respect

     to the voting of any SP Voting Securities, initiate, propose or otherwise
     'solicit' (as such term is used in the proxy rules of the SEC) stockholders
     of SP for the approval of stockholder proposals, whether made pursuant to
     Rule 14a-8 of the Exchange Act or otherwise, or induce or attempt to induce
     any other Person to initiate any such stockholder proposal or otherwise
     communicate with the UP's shareholders or others pursuant to Rule
     14a-1(2)(iv) under the Exchange Act or otherwise;
 
          (iii) seek, propose, or make any statement with respect to, any
     merger, consolidation, business combination, tender or exchange offer, sale
     or purchase of assets, sale or purchase of securities, dissolution,
     liquidation, reorganization, restructuring, recapitalization, change in
     capitalization, change in corporate structure or business or similar
     transaction involving SP or its subsidiaries (any of the foregoing being
     referred to herein as a 'Specified SP Transaction'); provided that the
     foregoing shall not prevent voting in accordance with the final paragraph
     of this subsection (but shall prevent any public comment, statement or
     communication, and any action that would otherwise require any public
     disclosure by UP Shareholders, SP or any other Person, concerning such
     voting);
 
          (iv) form, join or in any way participate in a 'group' (within the
     meaning of Section 13(d)(3) of the Exchange Act) with respect to any SP
     Voting Securities, other than groups consisting solely of UP Shareholders
     and their Affiliates;
 
          (v) except for the Voting Trust, deposit any SP Voting Securities in
     any voting trust or subject any SP Voting Securities to any arrangement or
     agreement with respect to the voting of any SP Voting Securities, other
     than the UP Shareholders Agreement;
 
                                       71

          (vi) call or seek to have called any meeting of the stockholders of SP
     or execute any written consent with respect to SP or SP Voting Securities;
 
          (vii) otherwise act, alone or in concert with others, to control or
     seek to control or influence or seek to influence the management, Board of
     Directors or policies of SP;
 
          (viii) seek, alone or in concert with others, representation on the
     Board of Directors of SP, or seek the removal of any member of such Board
     or a change in the composition or size of such Board;
 
          (ix) make any publicly disclosed proposal, comment, statement or
     communication (including, without limitation, any request to amend, waive
     or terminate any provision of the UP Shareholders Agreement other than the
     'standstill' provisions described in these items (i)-(xi)), or make any
     proposal, comment, statement or communication (including, without
     limitation, any request to amend, waive or terminate any provision of the
     UP Shareholders Agreement other than the 'standstill' provisions described
     in these items (i)-(xi)) in a manner that would require any public
     disclosure by UP Shareholders or any other Person, or enter into any
     discussion with any Person (other than directors and officers of SP),

     regarding any of the foregoing;
 
          (x) make or disclose any request to amend, waive or terminate any of
     the standstill provisions of the UP Shareholders Agreement; or
 
          (xi) have any discussions or communications, or enter into any
     arrangements, understandings or agreements (whether written or oral) with,
     or advise, finance, assist or encourage, any other Person in connection
     with any of the foregoing, or take any action inconsistent with the
     foregoing, or make any investment in or enter into any arrangement with,
     any other Person that engages, or offers or proposes to engage, in any of
     the foregoing.
 
     The restrictions set forth above shall not prevent UP Shareholders from (A)
performing their obligations and exercising their rights under the UP
Shareholders Agreement, including, without limitation, (x) Transferring any SP
Voting Securities in accordance with the UP Shareholders Agreement or to the
Voting Trust, and (y) voting and granting a proxy to SP in accordance with the
UP Shareholders Agreement; (B) communicating in a non-public manner with any
other UP Shareholder or its Affiliates; and (C) complying with the requirements
of Sections 13(d) and 16(a) of the Exchange Act and the rules and regulations
thereunder, in each case, as from time to time in effect, or any successor
provisions or rules with respect thereto, or any other applicable law, rule,
regulation, judgment, decree, ruling, order, award, injunction, or other
official action of any agency, bureau, commission, court, department, official,
political subdivision, tribunal or other instrumentality of any government
(whether federal, state, county or local, domestic or foreign).
 
     The UP Shareholders Agreement provides that subject to the receipt of
proper notice and the absence of a preliminary or permanent injunction or other
final order by any United States federal court or state court barring such
action, UP Shareholders agree that during any UP Standstill Period UP
Shareholders will, and will cause their Affiliates to, (i) be present, in person
or represented by proxy, at all annual and special meetings of stockholders of
SP so that all SP Voting Securities Beneficially Owned by UP Shareholders and
their Affiliates and then entitled to vote may be counted for the purposes of
determining the presence of a quorum at such meetings; and (ii) with respect to
the election or removal of directors, vote in the same proportion as all Voted
Non-Shareholder Securities have been voted with respect to such matter; and
(iii) with respect to any proposed merger, business combination, or similar
transaction (including, without limitation, any consolidation, sale of all or
substantially all the assets, recapitalization, liquidation or winding up or
other Specified SP Transaction) involving SP, vote as the UP Shareholders may
determine, in their sole discretion; and (iv) unless the matter being proposed
would impose on UP Shareholders limitations, not imposed on other stockholders
of SP, on the enjoyment of any of the UP Shareholders and their Affiliates of
the legal rights generally enjoyed by stockholders of SP, with respect to all
matters submitted to a vote of SP's stockholders not specified in clause (ii) or
(iii) above, vote in the same proportion as all Voted Non-Shareholder Securities
have been voted with respect to such matter.
 
     Limitations on Disposition.  The UP Shareholders Agreement provides that UP
Shareholders, during the Standstill Period, will not, and will cause their
Affiliates not to, directly or indirectly, without the prior written consent of

the Board of Directors of SP specifically expressed in a resolution adopted by a
majority of the
 
                                       72

directors of SP, Transfer to any Person any SP Voting Securities (including but
not limited to the Transfer of any securities of an Affiliate which is the
record holder or Beneficial Owner of SP Voting Securities, if, as the result of
such Transfer, such Person would cease to be an Affiliate of a UP Shareholder),
if, to the knowledge of the UP Shareholders or any of their Affiliates, after
due inquiry which is reasonable in the circumstances (and which shall include,
with respect to the Transfer of 1% or more of SP Voting Securities then
outstanding in one transaction, or a series of related transactions, specific
inquiry with respect to the identity of the acquiror of such SP Voting
Securities and the number of SP Voting Securities that, immediately following
such transaction or transactions, would be Beneficially Owned by such acquiror,
together with its Affiliates and any members of a 'group' (within the meaning of
Section 13(d)(3) of the Exchange Act) of which such acquiror is a member),
immediately following such transaction the acquiror of such SP Voting
Securities, together with its Affiliates and any members of such a group, would
Beneficially Own in the aggregate 6% (or 4% in the event that the purchaser is
or controls a Class I Railroad) or more of SP Voting Securities then
outstanding; provided that, without the prior written consent of the Board of
Directors of SP, (i) UP Shareholders and their Affiliates may Transfer any
number of SP Voting Securities to any other UP Shareholder or any Affiliate of a
UP Shareholder, provided that (A) such transferee, if not then a UP Shareholder,
shall become a party to the UP Shareholders Agreement and agree in writing to
perform and comply with all of the obligations of such transferor UP Shareholder
under the UP Shareholders Agreement, and thereupon such transferee shall be
deemed to be a UP Shareholder party thereto for all purposes of the UP
Shareholders Agreement, and (B) if the transferee is not prior thereto a UP
Shareholder, the transferor shall remain liable for such transferee's
performance of and compliance with the obligations of the transferor under the
UP Shareholders Agreement, (ii) UP Shareholders and their Affiliates may
Transfer SP Voting Securities in a tender offer, merger, or other similar
business combination transaction approved by the Board of Directors of SP, and
(iii) UP Shareholders may pledge their UP Voting Securities as provided in the
second paragraph of 'Restrictions on Transfer; Proxies; Pledges' above and the
pledgee may Transfer such SP Voting Securities as contemplated by the proviso in
such paragraph.
 
     The UP Shareholders Agreement provides that during the UP Standstill
Period, if to the knowledge of the UP Shareholders after making due inquiry
which is reasonable under the circumstances, immediately following the Transfer
of any SP Voting Securities the acquiror thereof, together with its Affiliates
and any members of a 'group' (within the meaning of Section 13(d)(3) of the
Exchange Act), would Beneficially Own in the aggregate 2% or more of the
outstanding SP Voting Securities (a '2% Sale'), UP Shareholders shall, prior to
effecting any such Transfer, offer SP a right of first refusal to purchase the
shares proposed to be Transferred on the following terms. UP Shareholders shall
provide SP with written notice (the '2% Sale Notice') of any proposed 2% Sale,
which 2% Sale Notice shall contain the identity of the purchaser, the number of
shares of SP Voting Securities proposed to be Transferred to such purchaser, the
purchase price for such shares and the form of consideration payable for such

shares. The 2% Sale Notice shall also contain an irrevocable offer to sell the
shares subject to such 2% Sale Notice to SP for cash at a price equal to the
price contained in such 2% Sale Notice. SP shall have the right and option, by
written notice delivered to such UP Shareholder (the 'Purchase Notice') within
15 days of receipt of the 2% Sale Notice, to accept such offer as to all, but
not less than all, of SP Voting Securities subject to such 2% Sale Notice. SP
shall have the right to assign to any Person such right to purchase SP Voting
Securities subject to the 2% Sale Notice. In the event SP (or its assignee)
elects to purchase SP Voting Securities subject to the 2% Sale Notice, the
closing of the purchase of SP Voting Securities shall occur at the principal
office of SP (or its assignee) on or before the 30th day following such UP
Shareholder's receipt of the Purchase Notice. In the event SP does not elect to
purchase the shares subject to the 2% Sale Notice, such UP Shareholder shall be
free, for a period of 30 days following the receipt of notice from UP of its
election not to purchase such SP Voting Securities or, in the absence of any
such notice, for a period of 30 days following the 15th day after receipt by SP
of the 2% Sale Notice, to sell SP Voting Securities subject to the 2% Sale
Notice in accordance with the terms of, and to the person identified in, the 2%
Sale Notice. If such sale is not effected within such 30 day period such SP
Voting Securities shall remain subject to the provisions of the UP Shareholders
Agreement. Notwithstanding the foregoing, the right of first refusal set forth
in this paragraph shall not apply to the Transfer by UP Shareholders of SP
Voting Securities (i) made in an underwritten public offering pursuant to an
effective registration statement under the Securities Act, or (ii) made in a
transaction permitted pursuant to, and made in compliance with, clauses (i) or
(iii) of the proviso to the first paragraph of 'Limitations on Disposition'
above, or (iii) made in a tender offer, merger or other similar business
combination transaction approved by the Board of Directors of SP. Any proposed
sale by UP Shareholders of SP Voting Securities shall
 
                                       73

be subject to the restrictions on sales to an acquiror which would Beneficially
Own 6% (or 4%, in the event that the purchaser is or controls a Class I
Railroad) or more of the outstanding SP Voting Securities, as described in the
immediately preceding paragraph, whether or not SP exercises its right of first
refusal and consummates the purchase of UP Voting Securities. If SP (or its
assignee) exercises its right to purchase any SP Voting Securities but fails to
complete the purchase thereof for any reason other than the failure of such UP
Shareholder to perform its obligations hereunder with respect to such purchase,
then, on the 30th day following such UP Shareholder's receipt of the Purchase
Notice, such SP Voting Securities shall cease to be subject to the voting
requirements, the limitations on disposition and the stop transfer provisions of
the UP Shareholders Agreement for any purpose whatsoever. If the purchase price
described in any 2% Sale Notice is not solely made up of cash or marketable
securities, the 2% Sale Notice shall include a good faith estimate of the cash
equivalent of such other consideration, and the consideration payable by SP or
its assignee (if SP elects to purchase (or to have assignee purchase) SP Voting
Securities described in the 2% Sale Notice) in place of such other consideration
shall be cash equal to the amount of such estimate; provided, however, that if
UP in good faith disagrees with such estimate and states a different good faith
estimate in the Purchase Notice, and if SP and such UP Shareholder cannot agree
on the cash equivalent of such other (i.e., other than cash or marketable
securities) consideration, such cash equivalent shall be determined by a

reputable investment banking firm without material connections with either
party. Such investment banking firm shall be selected by both parties or, if
they shall be unable to agree, by an arbitrator appointed by the American
Arbitration Association. The fees and expenses of any such investment banking
firm and/or arbitrator shall be shared equally by SP and such UP Shareholder,
unless otherwise determined by such firm or arbitrator. In the event of such
differing estimates by SP and such UP Shareholder, periods of time which would
otherwise run under this paragraph from the date of such UP Shareholder's
receipt of the Purchase Notice shall run instead from the date on which the
parties agree on such cash equivalent or, in the absence of such agreement, the
date on which such cash equivalent is determined by such investment banking
firm. If the purchase price described in any 2% Sale Notice shall include
marketable securities, the purchase price payable by SP (or its designee) shall
include, to the extent marketable securities were included as a portion of the
consideration provided for in the 2% Sale Notice, an amount in cash determined
by reference to the Current Market Price of such securities on the day the
Purchase Notice is received by such UP Shareholder.
 
     The UP Shareholders Agreement provides that in connection with any proposed
privately negotiated sale by any UP Shareholders of SP Voting Securities
representing in excess of 3.9% of the then outstanding SP Voting Securities, SP
will cooperate with and permit the proposed purchaser to conduct a due diligence
review that is reasonable under the circumstances of SP and its subsidiaries and
their respective business and operations, including, without limitation,
reasonable access during normal business hours to their executive officers and,
if reasonable under the circumstances, their properties, subject to execution by
such purchaser of a customary confidentiality agreement; provided that SP shall
not be required to permit more than two such due diligence reviews in any
twelve-month period.
 
     The UP Shareholders Agreement provides that notwithstanding any provision
to the contrary contained therein, and without being subject to any of the
restrictions set forth therein, UP Shareholders and their Affiliates may (i)
transfer or distribute, by means of dividend, exchange offer or other
distribution, any shares of SP Voting Securities to UP's stockholders and (ii)
transfer or dispose of SP Voting Securities in connection with an underwritten
public offering of debt or equity securities of UP which are convertible or
exchangeable into SP Voting Securities, it being agreed that SP shall fully
cooperate with UP in connection with any such disposition, including by filing
any necessary registration statement with the SEC and entering into a customary
underwriting agreement, if necessary.
 
     Limitation on SP Action.  The UP Shareholders Agreement provides that
without the prior written consent of UP Shareholders, SP shall not take or
recommend to its stockholders any action which would impose limitations, not
imposed on other stockholders of SP, on the enjoyment by any of the UP
Shareholders and their Affiliates of the legal rights generally enjoyed by
shareholders of SP, other than those imposed by the terms of the UP Shareholders
Agreement, the Merger Agreement, and the Ancillary Agreements; provided,
however, that the foregoing shall not prevent SP from implementing or adopting a
Shareholder Rights Plan or issuing a similar security which has a 'trigger'
threshold of not less than two percentage points greater than the percentage of
outstanding shares of SP Common Stock then Beneficially Owned by the UP
Shareholders.

                                       74

     Access to Information.  The UP Shareholders Agreement provides that SP
shall (and shall cause each of its subsidiaries to) afford to the officers,
employees, accountants, counsel, financing sources and other representatives of
UP Shareholders, access, during normal business hours, during the term of the UP
Shareholders Agreement, to all of its and its subsidiaries' properties, books,
contracts, commitments and records and, during such period, SP shall (and shall
cause each of its subsidiaries to) furnish promptly to UP Shareholders (a) a
copy of each report, schedule, registration statement and other document filed
or received by it during such period pursuant to the requirements of federal
securities laws and (b) all other information concerning its business,
properties and personnel as up Shareholders may reasonably request; provided,
however, that access to certain SP information may require the entry of a
protective order by the ICC, after which date full access will be granted to
such information consistent with this paragraph and subject to the terms of such
order. Unless otherwise required by law, UP Shareholders will hold any such
information which is nonpublic in confidence in accordance with the provisions
of the existing confidentiality agreement between SP and UP, subject to the
requirements of applicable law.
 
     Termination.  The UP Shareholders Agreement provides that except as
otherwise provided therein, the UP Shareholders Agreement shall terminate (i) if
the Offer is not consummated, upon the termination of the Merger Agreement in
accordance with its terms, (ii) if the Effective Time does occur, on the
Effective Time or (iii) if the Offer is consummated but the Effective Time does
not occur, at such time that up Shareholders Beneficially Own, and continue to
Beneficially Own, in the aggregate less than 4% of SP Voting Securities then
outstanding, it being understood that if, under the circumstances of this clause
(iii), the UP Shareholders Beneficially Own less than 4% of SP Voting Securities
then outstanding but prior to the seventh anniversary of the Effective Time,
subsequently become Beneficial Owners of more than 4% of SP Voting Securities
then outstanding, the standstill and limitations on disposition provisions,
among others, in the UP Shareholders Agreement shall become effective and in
full force again as if no such termination had occurred.
 
     Voting Trust.  The UP Shareholders Agreement provides that the parties
thereto acknowledge and agree that the Trustee shall be entitled to exercise any
and all rights, and shall be subject to any and all obligations, of UP
Shareholders under the UP Shareholders Agreement (as if a UP Shareholder party
thereto) it being understood that the standstill provisions thereof shall not be
applicable to the Trustee or the Voting Trust (other than the provisions
incorporated by reference into the restrictions on transfer provisions thereof).
 
ANSCHUTZ/RESOURCES SHAREHOLDERS AGREEMENT
 
     Effectiveness.  The Anschutz/Resources Shareholders Agreement provides that
such Agreement (other than certain provisions thereof, including, among others,
the provisions described under 'Pledge,' 'Public Comments; Fiduciary Duties' and
'Standstill and Related Provisions' below) shall become effective only upon
consummation of the Spin-Off, and the Anschutz/Resources Shareholders Agreement
shall terminate and be void and of no further force or effect if the Merger
Agreement is terminated in accordance with the termination provisions thereof.

     Pledge.  The Anschutz/Resources Shareholders Agreement provides that TAC
has advised UP that Shares Beneficially Owned by TAC are or may be pledged to
the Banks pursuant to the Existing Pledge Agreements to secure indebtedness
borrowed from the Banks. In the Anschutz/Resources Shareholders Agreement TAC
represents and warrants that the Existing Pledge Agreements do not or, before
indebtedness borrowed therefrom is secured by any such shares, will not prevent,
limit or interfere with TAC's compliance with, or performance of its obligations
under, the Anschutz/Resources Shareholders Agreement, absent a default under the
applicable Existing Pledge Agreements. TAC represents and warrants that it is
not in default under the Existing Pledge Agreements. Before Resources Voting
Securities shall be pledged to secure indebtedness owed under an Existing Pledge
Agreement, TAC shall deliver to UP a letter from Bank of America National Trust
and Savings Association or Citibank, N.A., as the case may be, acknowledging the
Anschutz/Resources Shareholders Agreement and agreeing that, notwithstanding any
default under the Existing Pledge Agreement, TAC shall have the right to
exercise all voting rights with respect to SP Common Stock or Resources Voting
Securities pledged thereunder. Anschutz Shareholders may hereafter effect one or
more pledges of SP Voting Securities or Resources Voting Securities, or grants
of security interests therein, to one or more financial institutions (other than
the Banks) that are not Affiliates of any Anschutz Shareholder as security for
the payment of bona fide indebtedness owed by one or more of the Anschutz
Shareholders or their Affiliates to such financial institutions.
 
                                       75

Except as set forth in the proviso below, neither the Bank nor any financial
institution which hereafter becomes a pledgee of SP Voting Securities or
Resources Voting Securities shall incur any obligations under the
Anschutz/Resources Shareholders Agreement with respect to such SP Voting
Securities or Resources Voting Securities or shall be restricted from exercising
any right of enforcement or foreclosure with respect to any related security
interest or lien; provided, however, that it shall be a condition to any such
pledge to any Other Financial Institution that the pledgee shall agree that TAC
shall have the right to exercise all voting rights with respect to SP Voting
Securities or Resources Voting Securities pledged thereunder and no such pledge
shall prevent, limit or interfere with Anschutz Shareholders' compliance with,
or performance of their obligations under, the Anschutz/ Resources Shareholders
Agreement, absent a default under such pledge agreement.
 
     Public Comments; Fiduciary Duties.  The Anschutz/Resources Shareholders
Agreement provides that during the Resources Standstill Period, Anschutz
Shareholders will not, and will cause their Affiliates not to, directly or
indirectly, make any public comment, statement or communication, or take any
action that would otherwise require any public disclosure by Anschutz
Shareholders, UP, Resources or any other Person, concerning the Merger, the
Offer, the Spin-Off and the other transactions contemplated by the Merger
Agreement, the Anschutz/Resources Shareholders Agreement and the Ancillary
Agreements, except for any disclosure (i) concerning the status of Anschutz
Shareholders as parties to such agreements, the terms thereof, and their
beneficial ownership of Shares required pursuant to Section 13(d) of the
Exchange Act or (ii) required in the Schedule 14D-9 or this Joint Proxy
Statement/Prospectus.

     The Anschutz/Resources Shareholders Agreement provides that the parties
acknowledge that any Person who is a director or officer of SP may exercise his
fiduciary duties in his capacity as a director or officer with respect to SP, as
opposed to taking action with respect to the direct or indirect ownership of any
Shares, and no such exercise of fiduciary duties shall be deemed to be a breach
of, or a violation of the restrictions set forth in, the Anschutz/Resources
Shareholders Agreement and none of the Anschutz Shareholders shall have any
liability hereunder for any such exercise of fiduciary duties by such Person in
his capacity as a director and officer of SP.
 
     Standstill and Related Provisions.  The Anschutz/Resources Shareholders
Agreement provides for virtually the same 'standstill' restrictions and voting
obligations with respect to the Anschutz Shareholders as those contained in the
Anschutz Shareholders Agreement except that the restrictions and obligations
apply to Resources and the Resources Voting Securities. In addition, in the
event that UP in its sole discretion should determine that the Anschutz
Shareholders' voting obligations pursuant to the Anschutz/Resources Shareholders
Agreement could adversely affect the tax-free nature of the Spin-Off, such
provision shall be deemed to be stricken therefrom. See '--Anschutz Shareholders
Agreement--Standstill and Related Provisions' above.
 
     Limitations on Disposition.  The Anschutz/Resources Shareholders Agreement
provides for virtually the same limitations on dispositions by the Anschutz
Shareholders as those contained in the Anschutz Shareholders Agreement except
that the restrictions and obligations apply to Resources and the Resources
Voting Securities. See '--Anschutz Shareholders Agreement--Limitations on
Disposition' above.
 
     Resources Covenants.  The Anschutz/Resources Shareholders Agreement
provides that on or prior to the consummation of the Spin-Off, the Board of
Directors of Resources will take all action necessary to elect a designee of TAC
who is not an Affiliate of, and does not have any business relationship with,
any of the Anschutz Shareholders or their Affiliates, and is reasonably
acceptable to the Board of Directors of Resources (the 'Resources Shareholder
Designee') as a director of Resources' Board of Directors. In the event that the
Resources Shareholder Designee shall resign, become disabled or be removed as a
member of Resources' Board of Directors (except in circumstances, other than
item (vi) below, in which the Resources Shareholder Designee was required
(including if requested by Resources) to resign as a director pursuant to the
terms of the Anschutz/Resources Shareholders Agreement), TAC shall have the
right to select a new Resources Shareholder Designee. Anschutz Shareholders
acknowledge that as a condition precedent to the appointment of the Resources
Shareholder Designee to Resources' Board of Directors, the Resources Shareholder
Designee shall enter into an agreement, in form and substance satisfactory to
Resources and its counsel, to the effect that:
 
          (i) the Resources Shareholder Designee agrees that the Resources
     Shareholder Designee will not provide, disclose, or otherwise make
     available, directly or indirectly, any confidential or non-public
     information relating to Resources or its subsidiaries, including
     competitively sensitive information, to the
 
                                       76

     Anschutz Shareholders, or their Affiliates or Representatives (as defined
     in the Anschutz/Resources Shareholders Agreement);
 
          (ii) the Resources Shareholder Designee will not voluntarily receive,
     directly or indirectly, any confidential or non-public information relating
     to any business, company or entity affiliated with any of the Anschutz
     Shareholders which competes in any way with, or is a potential competitor
     of, Resources (a 'Competing Business'), and, in the event the Resources
     Shareholder Designee involuntarily receives, or receives on an unsolicited
     basis, such confidential or non-public information, the Resources
     Shareholder Designee agrees to report to Resources the fact that the
     Resources Shareholder Designee received such information;
 
          (iii) in connection with actions taken as a director of Resources, the
     Resources Shareholder Designee will not take into account or consider the
     impact or effect of such actions on the Anschutz Shareholders (other than
     in their capacity as shareholders of Resources), their Affiliates or on any
     Competing Business;
 
          (iv) the Resources Shareholder Designee will not serve as an officer,
     director or employee of, or become a shareholder, partner or equity
     investor in, any Competing Business so long as such Resources Shareholder
     Designee serves as a director of Resources;
 
          (v) none of the Resources Shareholder Designee, any family member of
     the Resources Shareholder Designee or any person controlled by the
     Resources Shareholder Designee will have any business relationship with,
     enter into any arrangements or understandings relating to such business
     relationship with, or receive any compensation, gifts or other forms of
     consideration from, the Anschutz Shareholders or their Affiliates so long
     as the Resources Shareholder Designee is a director of Resources; and
 
          (vi) the Resources Shareholder Designee, if requested by Resources (A)
     will immediately resign as a director of Resources in the event that the
     FTC shall institute, commence, or threaten any action, proceeding or
     inquiry relating to the Resources Shareholder Designee's position as a
     director of Resources, provided, that in the event of one or more
     resignations pursuant to this clause (A), the Anschutz Shareholders shall
     have the right in each such event to designate a new Resources Shareholder
     Designee in accordance with the terms of the Anschutz/Resources
     Shareholders Agreement; (B) will resign as a director of Resources not
     later than the next annual meeting of shareholders of Resources in the
     event that the Anschutz Shareholders and their Affiliates Beneficially Own
     less than 4% of Resources' Voting Securities then outstanding, provided,
     however, that the Anschutz/Resources Shareholders Agreement shall continue
     in full force and effect until the date of such resignation and (C) will
     immediately resign if the Anschutz Shareholders violate or breach any of
     the material terms or provisions of the Anschutz/Resources Shareholders
     Agreement. Notwithstanding any resignation pursuant to clause (C) of the
     preceding sentence, all of the provisions of the Anschutz/Resources
     Shareholders Agreement other than those described in this subsection shall
     continue in full force and effect.
 
     So long as Anschutz Shareholders and their Affiliates continue to

Beneficially Own in excess of 4% of the Resources Voting Securities then
outstanding and so long as the Anschutz/Resources Shareholders Agreement shall
not have been terminated, Resources shall include the Anschutz Shareholder
Designee in the Board of Directors' slate of nominees for election as directors
at Resources' annual meeting of shareholders and shall recommend that the
Resources Shareholder Designee be elected as a director of Resources.
 
     So long as a Resources Shareholder Designee serves as a member of the Board
of Directors of Resources, Resources agrees that the Anschutz Shareholder
Designee shall serve (subject to the applicable requirements of the FTC, the
NYSE or any other security exchange on which the Resources Common Stock is
listed, or if not so listed, under the rules or regulations of the NASD) as a
member of the Executive, Finance and Corporate Development, and Compensation,
Benefits and Nominating Committees of the Board (or the three committees having
similar functions). Except as otherwise provided in the Anschutz/Resources
Shareholders Agreement, upon the termination of the Anschutz/Resources
Shareholders Agreement, if requested by Resources, the Resources Shareholder
Designee shall resign as a director of Resources' Board of Directors.
 
     The Anschutz/Resources Shareholders Agreement provides that in the event
that the Resources Shareholder Designee shall cease to be a member of the Board
of Directors by reason of death, disability or resignation (except in
circumstances in which TAC shall not have the right to select a new Shareholder
Designee as described in the first paragraph under 'Resources Covenants' above),
Resources shall replace such Resources
 
                                       77

Shareholder Designee with another Resources Shareholder Designee at the next
meeting of the Board of Directors.
 
     The Anschutz/Resources Shareholders Agreement provides that the Resources
Shareholder Designee, upon nomination or appointment as a director of Resources,
shall agree in writing to comply with the obligations of the Anschutz
Shareholders under the 'standstill' restrictions of the Anschutz/Resources
Shareholders Agreement referred to under 'Standstill and Related Provisions'
above and the other obligation of such Resources Shareholder Designee under the
Anschutz/Resources Shareholders Agreement.
 
     The Anschutz/Resources Shareholders Agreement provides that without the
prior written consent of Anschutz Shareholders, Resources shall not take or
recommend to its shareholders any action which would impose limitations, not
imposed on other shareholders of Resources, on the enjoyment by any of Anschutz
Shareholders and their Affiliates of the legal rights generally enjoyed by
shareholders of Resources, other than those imposed by the terms of the
Anschutz/Resources Shareholders Agreement, the Merger Agreement and the
Ancillary Agreements; provided, however, that the foregoing shall not prevent
Resources from implementing or adopting a Shareholder Rights Plan or issuing a
similar security which has a 'trigger' threshold of not less than the greater of
10% of the outstanding shares of Resources Common Stock or the amount then
Beneficially Owned by Anschutz Shareholders not in violation of the
Anschutz/Resources Shareholders Agreement.
 
     Termination.  The Anschutz/Resources Shareholders Agreement provides that

except as otherwise provided therein, the Anschutz/Resources Shareholders
Agreement shall terminate on the earliest to occur of (1) the seventh
anniversary of the Effective Time, (2) following consummation of the Spin-Off,
at such time that the Anschutz Shareholders Beneficially Own, and continue to
Beneficially Own, in the aggregate, less than 4% of the Resources Voting
Securities then outstanding, it being understood, however, that if the Anschutz
Shareholders at any time Beneficially Own in the aggregate less than 4% of the
Resources Voting Securities then outstanding but, prior to the seventh
anniversary of the Effective Time, subsequently acquire Beneficial Ownership of
any Resources Voting Securities (except pursuant to the provisions in the
Anschutz/Resources Shareholders Agreement comparable to clauses (A), (B) or (C)
of the parenthetical exception to the first sentence in item (i) under the first
paragraph of 'Standstill and Related Provisions' under 'Anschutz Shareholders
Agreement' above or in an Inadvertent Acquisition) if immediately following such
acquisition Anschutz Shareholders become Beneficial Owners in the aggregate of
more than 4% of the Resources Voting Securities then outstanding, the standstill
and limitations on disposition provisions, among others, of the
Anschutz/Resources Shareholders Agreement shall be effective and in full force
again as if no such termination had occurred and (3) if at any time that the
Anschutz Shareholders Beneficially Own in the aggregate more than 4% of the
Resources Voting Securities then outstanding (i) the Resources Shareholder
Designee shall not be elected as a director of Resources (other than as a result
of a resignation or non-election in accordance with certain provisions of the
Anschutz/Resources Shareholders Agreement), (ii) subject to applicable
requirements of the FTC, the NYSE or any other security exchange on which the
Resources Common Stock is listed, or if not so listed, under the rules or
regulations of the National Association of Securities Dealers, the Resources
Shareholder Designee who is then a director shall not be appointed as a member
of the Executive, Finance and Corporate Development, and Compensation, Benefits
and Nominating Committees, respectively, of the Board of Directors of Resources
(or committees having similar functions) or (iv) Resources shall have breached
its covenant described in the fourth paragraph under 'Resources Covenants';
provided that TAC, for itself and on behalf of all other Anschutz Shareholders,
may by written notice to Resources irrevocably elect that, from and after the
delivery thereof, the references in this paragraph and in 'Resources Covenants'
above to '4%' be deleted and replaced by references to '3%.'
 
                                       78

                         REGISTRATION RIGHTS AGREEMENTS
 
     THE FOLLOWING ARE SUMMARIES OF CERTAIN PROVISIONS OF CERTAIN REGISTRATION
RIGHTS AGREEMENTS (THE 'REGISTRATION RIGHTS AGREEMENTS') ENTERED INTO IN
CONNECTION WITH THE MERGER AND THE SPIN-OFF. THE SUMMARIES ARE QUALIFIED IN
THEIR ENTIRETY BY REFERENCE TO THE REGISTRATION RIGHTS AGREEMENTS WHICH ARE
INCORPORATED HEREIN BY REFERENCE. CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN
OR IN THE FOLLOWING SUMMARIES SHALL HAVE THE MEANINGS SET FORTH IN THE
APPLICABLE REGISTRATION RIGHTS AGREEMENT.
 
     Pursuant to a Registration Rights Agreement (the 'Anschutz/UP RRA'), dated
as of August 3, 1995, by and among UP, TAC and the Foundation, TAC and the
Foundation are granted, subject to the terms and conditions therein specified,
three demand and unlimited 'piggy-back' registration rights in respect of the
shares of UP Common Stock to be received by them in the Merger. These rights are

substantially the same as the registration rights held by TAC and the Foundation
with respect to the SP Shares they now own. The exercise of registration rights
is subject to the approval of the managing underwriter of the offering being
registered by UP; if the managing underwriter believes that inclusion of the
requesting stockholders' shares would have a material adverse effect on the
offering, the managing underwriter may reduce the number of shares to be
registered in accordance with the priorities set forth in the Anschutz/UP RRA.
All expenses associated with the registration of UP Common Stock pursuant to the
exercise of demand or piggy-back registration rights will be borne by UP, with
the exception of underwriting discounts and commissions and any expenses of TAC
and the Foundation in connection with such registration. The Anschutz/UP RRA
also provides for, under certain circumstances, indemnification by UP in favor
of TAC and the Foundation and by TAC and the Foundation in favor of UP with
respect to certain information contained in a registration statement pursuant to
such registration rights.
 
     Pursuant to a Registration Rights Agreement (the 'Anschutz/Resources RRA'),
dated as of August 3, 1995, by and among Resources, TAC and the Foundation, TAC
and the Foundation are granted, subject to the terms and conditions therein
specified, three demand and unlimited 'piggy-back' registration rights in
respect of the shares of Resources Common Stock to be received by them in the
Spin-Off. The exercise of registration rights is subject to the approval of the
managing underwriter of the offering being registered by Resources; if the
managing underwriter believes that inclusion of the requesting stockholders'
shares would have a material adverse effect on the offering, the managing
underwriter may reduce the number of shares to be registered in accordance with
the priorities set forth in the Anschutz/Resources RRA. All expenses associated
with the registration of Resources Common Stock pursuant to the exercise of
demand or piggy-back registration rights will be borne by Resources, with the
exception of underwriting discounts and commissions and any expenses of TAC and
the Foundation in connection with such registration. The Anschutz/Resources RRA
also provides for, under certain circumstances, indemnification by Resources in
favor of TAC and the Foundation and by TAC and the Foundation in favor of
Resources with respect to certain information contained in a registration
statement pursuant to such registration rights.
 
     Pursuant to a Registration Rights Agreement (the 'UP Acquisition/SP RRA'),
dated as of August 3, 1995, by and among UP Acquisition and SP, UP Acquisition
is granted, subject to the terms and conditions therein specified, six demand
and unlimited 'piggy-back' registration rights in respect of the Shares to be
purchased pursuant to the Offer. The exercise of registration rights is subject
to the approval of the managing underwriter of the offering being registered by
SP; if the managing underwriter believes that inclusion of UP Acquisition's
Shares would have a material adverse effect on the offering, the managing
underwriter may reduce the number of shares to be registered in accordance with
the priorities set forth in the UP Acquisition/SP RRA. All expenses associated
with the registration of Shares pursuant to the exercise of demand or piggy-back
registration rights will be borne by SP, with the exception of underwriting
discounts and commissions and any expenses of UP Acquisition in connection with
such registration. The UP Acquisition/SP RRA also provides, under certain
circumstances, for indemnification by SP in favor of UP Acquisition and by UP
Acquisition in favor of SP with respect to certain information contained in a
registration statement pursuant to such registration rights.

                             VOTING TRUST AGREEMENT
 
     Pursuant to the Voting Trust Agreement, dated as of August 3, 1995, by and
among UP, UP Acquisition and Southwest Bank of St. Louis, a Missouri banking
corporation, as Trustee, the Trustee has agreed to act as trustee in respect of
the Voting Trust. On August 24, 1995, counsel for UP received from the staff of
the ICC an informal written opinion that the Voting Trust will effectively
insulate UP and its affiliates from the violation of the Interstate Commerce Act
and ICC policy that would result from an unauthorized acquisition by UP of
control
 
                                       79

of SP. See 'OTHER LEGAL MATTERS; REGULATORY APPROVAL--ICC Approval.' On
September 7, 1995, UP Acquisition accepted for payment the Acquired Shares and
simultaneously deposited such Shares in the Voting Trust. In its capacity as
Trustee of the Voting Trust, the Trustee will vote the Acquired Shares deposited
therein (the 'Trust Stock') in favor of the Merger, in favor of any proposal
necessary to effectuate UP's acquisition of SP pursuant to the Merger Agreement,
and, so long as the Merger Agreement is in effect, subject to certain
exceptions, against any other proposed merger, business combination or similar
transaction involving SP. On all other matters (including the election or
removal of directors), the Trustee will vote the Trust Stock in the same
proportion as all other Shares are voted with respect to such matters. See
'SHAREHOLDERS AGREEMENTS--UP Shareholders Agreement--Limitations on Disposition'
for a description of certain provisions of the UP Shareholders Agreement
concerning dispositions.
 
     Pending the termination of the Voting Trust, the Trustee shall pay to UP
Acquisition all cash dividends and cash distributions paid on the Trust Stock.
 
     The Voting Trust Agreement provides that the Voting Trust is subject to the
rights of UP provided in the UP Shareholders Agreement with respect to the
disposition of the Trust Stock. The Trustee has agreed to take all actions
reasonably requested by UP with respect to any proposed sale or disposition of
the Trust Stock by UP Acquisition, including, without limitation, in connection
with the exercise of rights under the Merger Agreement, the UP Acquisition/SP
RRA and the UP Shareholders Agreement. Upon (i) approval or exemption by the ICC
of the Transactions (as defined in the Voting Trust Agreement) or a similar
transaction between SP and UPRR, UP or any of their affiliates or (ii) if the
law is amended, delivery to the Trustee of an opinion of independent legal
counsel that no ICC or other governmental approval is required, the Trustee
shall either transfer the Trust Stock to UP Acquisition or, if stockholder
approval of the Merger has not previously been obtained, vote the Trust Stock in
favor of the Merger.
 
     In the event that the Merger Agreement terminates in accordance with its
terms or the condition set forth in Section 6.2(c) of the Merger Agreement (ICC
approval or exemption from approval of the Merger) is not satisfied or waived by
UP and UP Acquisition, UP has agreed to use its best efforts, consistent with
its rights under and subject to the terms of the UP Shareholders Agreement and
the UP Acquisition/SP RRA, to sell the Trust Stock to one or more eligible
purchasers, to sell or distribute the Trust Stock in a public offering made
under the Securities Act, to distribute such Trust Stock to stockholders of UP,

or otherwise to dispose of the Trust Stock within two years. Such disposition
shall be subject to any jurisdiction of the ICC to oversee UP's divestiture of
the Trust Stock. In its August 24, 1995 informal written opinion to UP counsel,
the staff of the ICC stated that the ICC has adequate authority to assure that
divestiture is prompt. The Trustee would continue to perform its duties under
the Voting Trust Agreement and, should UP be unsuccessful in its efforts to sell
or distribute the Trust Stock during the two-year period, the Trustee, subject
to the terms of the UP Shareholders Agreement, shall as soon as practicable sell
the Trust Stock for cash to one or more eligible purchasers in such manner and
for such price as the Trustee in its discretion shall deem reasonable after
consultation with UP. (An 'eligible purchaser' thereunder shall be a person or
entity that is not affiliated with UP and which has all necessary regulatory
authority, if any, to purchase the Trust Stock.) The Voting Trust Agreement
further provides that UP would cooperate with the Trustee in effecting such
disposition and that the Trustee would act in accordance with any direction made
by UP as to any specific terms or method of disposition, to the extent not
inconsistent with the requirements of the terms of any ICC or court order. The
proceeds of the sale would be distributed to UP.
 
     The Voting Trust Agreement also provides that if the ICC issues an order
that termination of the Voting Trust will not cause UP or its affiliates to
control SP, the Trustee will transfer the Trust Stock to UP Acquisition and the
Voting Trust shall terminate. See 'OTHER LEGAL MATTERS; REGULATORY
APPROVAL--Antitrust.'
 
     The Voting Trust Agreement provides that the Trustee shall receive
reasonable and customary compensation and indemnification from UP and UP
Acquisition.
 
     Pursuant to the Merger Agreement, the Voting Trust Agreement may not be
modified or amended without the prior written approval of SP unless such
modification or amendment is not inconsistent with the Merger Agreement or the
Ancillary Agreements and is not adverse to SP or its stockholders. In its August
24, 1995 informal written opinion to UP's counsel, the staff of the ICC stated
that the ICC retains the power to override any such modification or amendment
and/or to implement its own modification or amendments to the extent any
provision in the Voting Trust Agreement is found to be inconsistent with the
ICA.
 
                                       80

                    COMPARATIVE MARKET PRICES AND DIVIDENDS
 
     Each of UP Common Stock and the Shares is listed and principally traded on
the NYSE. The following table sets forth the high and low sale prices for each
of UP Common Stock and the Shares and dividends paid per share of UP Common
Stock for the periods indicated as reported in published financial sources. No
dividends have been paid with respect to the Shares since SP's initial public
offering in August 1993.

                                             UP
                                        COMMON STOCK                    THE SHARES

                                 --------------------------     --------------------------
                                                  DIVIDENDS                      DIVIDENDS
                                                  PAID PER                       PAID PER
                                 HIGH     LOW       SHARE       HIGH     LOW       SHARE
                                 ----     ---     ---------     ----     ---     ---------
                                                               
1993
  First Quarter...............   $62 3/8 $56 7/8    $ .37        --       --          --
  Second Quarter..............    65 3/4  58 3/4      .37        --       --          --
  Third Quarter...............    67      58 3/8      .40       $16 3/4* $14 1/4*     --
  Fourth Quarter..............    64 7/8  57 7/8      .40        21 3/8   15 1/4      --
 
1994
  First Quarter...............   $67 1/8 $55 1/2    $ .40       $24 3/8  $18 5/8      --
  Second Quarter..............    59 3/4  55 3/8      .40        23 3/4   19 1/8      --
  Third Quarter...............    60 1/8  52 3/4      .43        21 3/4   18 3/8      --
  Fourth Quarter..............    53 3/4  43 3/4      .43        19 7/8   16 5/8      --
  
1995
  First Quarter...............   $56 1/8 $45 5/8    $ .43       $19 7/8  $16         --
  Second Quarter..............    56 3/4  51 3/4      .43        19       14 1/2      --
  Third Quarter...............    69 1/2  55 1/8      .43        25 1/4   15 7/8      --
  Fourth Quarter (through
     December   , 1995).......

- ------------------
* Public trading in the Shares began on August 10, 1993.
 
     On August 2, 1995, the last full trading day prior to the joint public
announcement of the proposed Merger, the last sale prices reported for UP Common
Stock and the Shares on the NYSE Composite Tape were $64 3/8 per share and
$19 5/8 per Share, respectively. On December [  ], 1995 the last full trading
day for which information was available prior to the printing and mailing of
this Joint Proxy Statement/Prospectus, the last sale prices reported for UP
Common Stock and the Shares on the NYSE Composite Tape were $       per share
and $       per Share, respectively.
 
     STOCKHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THEIR
SHARES AND THE UP COMMON STOCK.
 
                                       81

             UNAUDITED PRO FORMA FINANCIAL STATEMENTS OF UP AND SP
 
     The unaudited pro forma financial statements of UP and SP included herein
have been prepared by UP to reflect four events: (i) the purchase in the Offer
of 25% of the outstanding Shares at $25.00 per Share, (ii) the purchase in the
Merger of an additional 15% of the outstanding Shares at $25.00 per Share in
cash and the exchange of the remaining 60% of the outstanding Shares for UP
Common Stock at a conversion ratio of .4065 shares of UP Common Stock per Share
in the Merger, (iii) the IPO and planned subsequent Spin-Off of Resources and
(iv) the acquisition of CNW. The applicable transactions are reflected in the
pro forma combined balance sheet as if they occurred on September 30, 1995 and

in the pro forma combined statements of income as if they occurred at the
beginning of the period presented.
 
     The Merger will be accounted for under the purchase method. The pro forma
combined adjustments do not reflect synergies, and accordingly, do not account
for any potential increases in operating income, any estimated cost savings or
adjustments to conform accounting practices or one-time UP costs associated with
elimination of duplicate facilities and payments to employees. See '--Notes to
Pro Forma Combined Financial Statements' and 'THE MERGER--Estimated Synergies.'
 
     The unaudited pro forma financial statements are prepared for illustrative
purposes only and are based on the assumptions set forth in the notes to such
statements. The unaudited pro forma financial statements are not necessarily
indicative of the financial position or results of operations that might have
occurred had the applicable transactions actually taken place on the dates
indicated, or of future results of operations or financial position of the
stand-alone or combined entities. Consummation of the Merger is conditioned
upon, among other things, approval of the Merger by the ICC. See 'OTHER LEGAL
MATTERS; REGULATORY APPROVAL--ICC Approval.'
 
     The unaudited pro forma financial statements are based on the historical
consolidated financial statements of UP, restated for the reclassification of
Resources as discontinued operations, SP and CNW and should be read in
conjunction with (i) such historical financial statements and the notes thereto,
which, in the case of UP and SP, are incorporated by reference in this Joint
Proxy Statement/Prospectus, (ii) the unaudited selected pro forma financial data
and unaudited comparative per share data, including the notes thereto, appearing
elsewhere in this Joint Proxy Statement/Prospectus and (iii) the selected
historical financial data appearing elsewhere in this Joint Proxy
Statement/Prospectus.
 
     The restated historical UP financial results reflect the operations of
Resources as discontinued operations due to the IPO and Spin-Off. See 'THE
COMPANIES--Resources Spin-Off' and 'UNAUDITED PRO FORMA FINANCIAL STATEMENTS OF
UP.' For a description of the impact on the unaudited pro forma financial
statements if the Spin-Off does not occur, see Note D to such financial
statements.
 
                                       82

                     PRO FORMA COMBINED STATEMENT OF INCOME
                      FOR THE YEAR ENDED DECEMBER 31, 1994
                                 (IN MILLIONS)

                                                                                                         SOUTHERN     UNION PACIFIC
                                                                                          HISTORICAL      PACIFIC     CORPORATION/
                                                                                           SOUTHERN        RAIL         SOUTHERN
                             RESTATED           CNW          RESOURCES    UNION PACIFIC     PACIFIC     CORPORATION   PACIFIC RAIL
                           UNION PACIFIC    ACQUISITION      SPIN-OFF      CORPORATION       RAIL       ACQUISITION    CORPORATION
                            CORPORATION    ADJUSTMENTS(L)   ADJUSTMENTS     PRO FORMA     CORPORATION   ADJUSTMENTS     PRO FORMA
                           -------------   --------------   -----------   -------------   -----------   -----------   -------------

Operating Revenues.......     $ 6,465          $1,109          $             $ 7,574        $ 3,143        $             $10,717
                           -------------      -------       -----------   -------------   -----------   -----------   -------------
 
Operating Expenses:
 
  Salaries, wages and
     benefits............       2,460             417                          2,877          1,085                        3,962
  Depreciation and
     amortization........         579              74
                                                   43                            696            140           82 (A)         918
  Equipment and other
     rents...............         622             148                            770            328                        1,098
  Fuel and utilities.....         480              85                            565            251                          816
  Materials and
     supplies............         344              83                            427            187                          614
  Other costs............         736              82                            818            806                        1,624
                           -------------      -------       -----------   -------------   -----------   -----------   -------------
     Total...............       5,221             932                          6,153          2,797           82           9,032
                           -------------      -------       -----------   -------------   -----------   -----------   -------------
Operating Income.........       1,244             177                          1,421            346          (82)          1,685
                           -------------      -------       -----------   -------------   -----------   -----------   -------------
Gains from sale of
  property...............          67              --                             67            262         (262)(E)          67
Other income, net........          18              (8)                            10            (41)                         (31)
Interest expense.........        (332)            (97)                                                      (135)(B)
                                                  (85)            94 (I)        (420)          (158)           7 (G)        (706)
Corporate expenses.......         (99)             --             12 (H)         (87)            --                          (87)
                           -------------      -------       -----------   -------------   -----------   -----------   -------------
Income before income
  taxes..................         898             (13)           106             991            409         (472)            928
Income taxes.............        (330)            (52)
                                                   49            (40)(C)        (373)          (161)         179 (C)        (355)
                           -------------      -------       -----------   -------------   -----------   -----------   -------------
Income (loss) from
  continuing
  operations.............     $   568          $  (16)         $  66         $   618        $   248        $(293)        $   573
                           -------------      -------       -----------   -------------   -----------   -----------   -------------
                           -------------      -------       -----------   -------------   -----------   -----------   -------------
 
Earnings Per Share:
 
  Income from continuing
     operations..........     $  2.76                                        $  3.01        $  1.63                      $  2.35
  Number of shares used
     in
     the computation of
     earnings per
     share...............       205.6                                          205.6          151.6                        243.7(F)

       See Notes to Pro Forma Combined Financial Statements of UP and SP.
                                       83

                     PRO FORMA COMBINED STATEMENT OF INCOME

                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
                                 (IN MILLIONS)

                                                                                                         SOUTHERN     UNION PACIFIC
                                                                                          HISTORICAL      PACIFIC     CORPORATION/
                                                                                           SOUTHERN        RAIL         SOUTHERN
                             RESTATED           CNW          RESOURCES    UNION PACIFIC     PACIFIC     CORPORATION   PACIFIC RAIL
                           UNION PACIFIC    ACQUISITION      SPIN-OFF      CORPORATION       RAIL       ACQUISITION    CORPORATION
                            CORPORATION    ADJUSTMENTS(L)   ADJUSTMENTS     PRO FORMA     CORPORATION   ADJUSTMENTS     PRO FORMA
                           -------------   --------------   -----------   -------------   -----------   -----------   -------------
                                                                                                 
Operating Revenues.......     $ 5,512           $395           $             $ 5,907        $ 2,368        $             $ 8,275
                           -------------      ------           -----      -------------   -----------   -----------   -------------
Operating Expenses:
  Salaries, wages and
     benefits............       2,112            151                           2,263            837                        3,100
  Depreciation and
     amortization........         469             27
                                                  14                             510            116           62(A)          688
  Equipment and other
     rents...............         541             51                             592            236                          828
  Fuel and utilities.....         414             28                             442            195                          637
  Materials and
     supplies............         277             28                             305            138                          443
  Special charge.........          --             --                              --             65                           65
  Other costs............         704             28                             732            681                        1,413
                           -------------      ------           -----      -------------   -----------   -----------   -------------
     Total...............       4,517            327                           4,844          2,268           62           7,174
                           -------------      ------           -----      -------------   -----------   -----------   -------------
Operating Income.........         995             68                           1,063            100          (62)          1,101
                           -------------      ------           -----      -------------   -----------   -----------   -------------
Gains from sale of
  property...............          65             --                              65             16          (16)(E)          65
Other income, net........          40            (11)                             29            (25)                           4
Interest expense.........        (328)           (33)                                                       (101)(B)
                                                 (28)             71 (I)        (318)           (99)           5 (G)        (513)
Corporate expenses.......         (80)            --               9 (H)         (71)            --                          (71)
                           -------------      ------           -----      -------------   -----------   -----------   -------------
Income before income
  taxes..................         692             (4)             80             768             (8)        (174)            586
Income taxes.............        (252)           (17)
                                                  16             (30)(C)        (283)             2           66 (C)        (215)
                           -------------      ------           -----      -------------   -----------   -----------   -------------
Income (loss) from
  continuing
  operations.............     $   440           $ (5)          $  50         $   485        $    (6)       $(108)        $   371
                           -------------      ------           -----      -------------   -----------   -----------   -------------
                           -------------      ------           -----      -------------   -----------   -----------   -------------
Earnings Per Share:
  Income (loss) from
     continuing
     operations..........     $  2.14                                        $  2.36        $ (0.04)                     $  1.52

  Number of shares used
     in the computation
     of earnings per
     share...............       205.8                                          205.8          156.1                        243.9(F)

       See Notes to Pro Forma Combined Financial Statements of UP and SP.
                                       84

                        PRO FORMA COMBINED BALANCE SHEET
                            AS OF SEPTEMBER 30, 1995
                                 (IN MILLIONS)

                                                                                                                  ADJUSTED
                                                                                   UNION PACIFIC                UNION PACIFIC
                                                                                   CORPORATION/                 CORPORATION/
                                            RESTATED     HISTORICAL                  SOUTHERN                     SOUTHERN
                                             UNION        SOUTHERN                 PACIFIC RAIL    RESOURCES    PACIFIC RAIL
                                            PACIFIC     PACIFIC RAIL                CORPORATION    SPIN-OFF      CORPORATION
                                          CORPORATION   CORPORATION  ADJUSTMENTS     PRO FORMA    ADJUSTMENT      PRO FORMA
                                          ------------  ------------ -----------   -------------  -----------   -------------
                                                                                              
                 ASSETS
Current assets:
  Cash and cash equivalents.............  $       91    $     137      $              $   228       $              $   228
  Accounts receivable, net..............         473          151                         624                          624
  Other current assets..................         531          276                         807                          807
                                          ------------  ------------ -----------   -------------  -----------   -------------
     Total current assets...............       1,095          564                       1,659                        1,659
 
Real estate held for sale...............          --          369          540 (G)        909                          909
Investments, net........................       1,405           --         (976)(G)        429                          429
Properties, net.........................      13,318        3,517        4,577 (G)     21,412                       21,412
Net assets of discontinued
  operations (D)........................       1,983           --                       1,983        (1,983)(D)         --
Excess acquisition costs................         669           --                         669                          669
Other assets............................         232          203                         435                          435
                                          ------------  ------------ -----------   -------------  -----------   -------------
  Total assets..........................  $   18,702    $   4,653      $ 4,141        $27,496       $(1,983)       $25,513
                                          ------------  ------------ -----------   -------------  -----------   -------------
                                          ------------  ------------ -----------   -------------  -----------   -------------
 
  LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts and wages
     payable............................  $      440    $     312      $              $   752       $              $   752
  Other current liabilities.............       1,493          600                       2,093                        2,093
  Debt due within one year..............         624           57                         681                          681
                                          ------------  ------------ -----------   -------------  -----------   -------------
     Total current liabilities..........       2,557          969                       3,526                        3,526
 
Debt due after one year.................       6,546        1,655        1,592 (B)

                                                                          (976)(G)
                                                                            75 (G)      8,892        (1,562)(D)      7,330
Deferred income taxes...................       2,818          224        1,845 (G)      4,887            27 (D)      4,914
Other liabilities.......................       1,267          726          187 (G)      2,180           (71)(D)      2,109
Redeemable preference shares............          --           21                          21                           21
Stockholders' equity....................       5,514        1,058       (1,058)(G)
                                                                         2,476 (G)      7,990          (377)(D)      7,613
                                          ------------  ------------ -----------   -------------  -----------   -------------
  Total liabilities and
     stockholders' equity...............  $   18,702    $   4,653      $ 4,141        $27,496       $(1,983)       $25,513
                                          ------------  ------------ -----------   -------------  -----------   -------------
                                          ------------  ------------ -----------   -------------  -----------   -------------

       See Notes to Pro Forma Combined Financial Statements of UP and SP.
                                       85

           NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
 
     (A)  The purchase price will be allocated to the assets and liabilities
acquired based on their fair market value. A preliminary estimate of the initial
purchase price allocation (see (G) below) would result in an annual increase in
depreciation expense of $82 million ($51 million after tax). As explained in (G)
below, the allocation of the purchase price based on final determination of fair
market value could be different from the amounts included in the pro forma
financial statements. Nevertheless, management believes the final impact on its
results will not be materially different from the amounts included in the pro
forma statements because the majority of the purchase price will be allocated to
long-lived assets, land used for transportation purposes and goodwill.
 
     The increase in annual depreciation reflects a $2,867 million increase in
the book value of track, grading and other roadway assets depreciated over an
average of 50 years and a $195 million increase in the book value of equipment
depreciated over an average of 8 years. The remaining initial purchase price is
allocated to the fair value of land used for transportation purposes and real
estate held for sale.
 
     (B)  The cash portion of the Offer was, and the cash portion of the Merger
will be, initially funded by UP's currently available credit facilities of $3.7
billion or other debt securities. See 'THE MERGER--Financing of the
Transaction.' These borrowings will raise total debt by $1,592 million and
annual interest expense by $135 million, based upon an assumed borrowing rate of
8.5% which is based on current interest rates. A portion of the actual interest
rate may be LIBOR based and, therefore, would be variable rather than fixed. If
all of the interest rates were variable, a 0.125% change in the net interest
rate would cause total annual interest to change by $2 million.
 
     Pro forma debt maturities for each of the calendar years in the period from
1996 through 2000 are as follows ($ in millions):

                                                              
1996......................................................   $355
1997......................................................    305

1998......................................................    623
1999......................................................    285
2000......................................................    493

     (C)  Tax-effected pro forma adjustments recorded in the Pro Forma Combined
Statement of Income have been determined using an effective tax rate of 38%.
 
     (D)  The unaudited historical UP financial results reflect the operations
of Resources as discontinued operations due to the IPO and Spin-Off. See 'THE
COMPANIES--Resources Spin-Off.' The Spin-Off is contingent upon, among other
things, IRS approval of the tax-free nature of the Spin-Off. In addition, the
Spin-Off will not occur prior to the earlier of the consummation of the Merger
or termination of the Merger Agreement. Should IRS approval not be obtained and
the Spin-Off not occur, UP's operating revenue, operating income, total assets,
and debt due after one year would have been $6.5 billion, $1.3 billion, $21.9
billion and $6.6 billion, respectively, as of and for the nine months ended
September 30, 1995, and would have been $7.8 billion, $1.6 billion, $15.9
billion and $4.1 billion, respectively, as of and for the year ended December
31, 1994. Historical net income and stockholders' equity will not be affected by
the reclassification of Resources' operations to discontinued operations. At the
completion of the Spin-Off, UP's equity will decrease $377 million and debt will
decrease $1,562 million. In addition, UP will transfer pension assets to
Resources' newly created pension plan based on the proportionate pension plan
liabilities at the time of the Spin-Off, causing Resources to receive pension
plan assets that will be less than the amount historically allocated to
Resources. This will result in a reduction in UP's pension liability of
approximately $71 million. Both the historical and anticipated pension
accounting and disclosure are in accordance with generally accepted accounting
principles. Total assets will also decline by $1,983 million due to the
Spin-Off. See discussion under 'UNAUDITED PRO FORMA FINANCIAL STATEMENTS OF
RESOURCES.' Reported discontinued operations data also include the effects of
the sale of UP's waste management segment at year-end 1994.
 
     (E)  In 1994 and the first nine months of 1995, SP recognized gains on real
estate sales of $262 million and $16 million, respectively. These gains have
been eliminated from the Pro Forma Combined Statements of Income since such
gains would not have occurred due to the write-up of real estate held for sale
as part of the allocation of the purchase price as discussed in (G) below.
Future gains on property sales are also not expected to occur as a result of the
write-up of real estate held for sale to market value as part of the purchase
price allocation.
 
                                       86

    NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)
 
     (F)  The number of shares of UP Common Stock outstanding used in the
determination of pro forma earnings per share include the 205.8 million and
205.6 million weighted average shares of UP Common Stock as of September 30,
1995 and December 31, 1994, respectively, outstanding plus 38.1 million
additional shares of UP Common Stock to be issued in conjunction with the Merger
based upon a conversion ratio of .4065 shares of UP Common Stock for each Share
so converted. The number of shares of UP Common Stock outstanding is calculated

on a primary basis.
 
     (G)  Pursuant to the Merger Agreement, UP acquired the Acquired Shares
representing 25% of the outstanding Shares in the Offering at a price of $25.00
per Share in cash. The First Step Cash Tender Offer was completed on September
15, 1995. After ICC approval, UP will acquire the remaining Shares in the Merger
for cash and UP Common Stock so that 40% of the consideration paid for the
Shares, including the Acquired Shares, is Cash Consideration and 60% is UP
Common Stock. The purchase price is determined as follows and assumes a market
value of each share of UP Common Stock of $65.00, the value at August 3, 1995
(the date the Merger was announced), and that there are 156.2 million Shares
outstanding:

                                                                                             IN MILLIONS
                                                                                            -------------
                                                                                                      
First Step Cash Tender (39.0 million Shares at $25.00 per Share).........................      $   976
Merger Cash Purchase (23.4 million Shares at $25.00 per Share)...........................          586
Merger Exchange of Shares (93.7 million Shares converted into UP Common Stock at a
  conversion ratio of .4065 UP Common Stock for each Share at an assumed UP market price
  of $65.00 per share)...................................................................        2,476
Transactions Costs.......................................................................           30
                                                                                            -------------
Pro Forma Purchase Price.................................................................      $ 4,068
                                                                                            -------------
                                                                                            -------------

The Merger will be accounted for as a purchase. The preliminary allocation of
the Pro Forma Purchase Price is as follows:

                                                                                            SEPTEMBER 30,
                                                                                                1995
                                                                                            -------------
                                                                                                      
Purchase price...........................................................................      $ 4,068
Pre-tax Merger costs.....................................................................          187
Equity acquired..........................................................................       (1,058)
                                                                                            -------------
Unallocated purchase price...............................................................      $ 3,197
                                                                                            -------------
                                                                                            -------------
 
Purchase Price Allocation:
  Property and equipment.................................................................      $ 4,577
  Real estate held for sale..............................................................          540
  Debt Discount (a)......................................................................          (75)
  Deferred income taxes (including deferred taxes related to Merger costs)...............       (1,845)
                                                                                            -------------
     Total...............................................................................      $ 3,197

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

- ------------------
(a) Assumed to be amortized over a period of eleven years.
 
     The purchase price allocation includes $187 million of pre-tax Merger
reserves ($116 million after tax). The following is an analysis of the $187
million of Merger reserves ($ in millions):

                                                                                                      
Termination of employees.................................................................       $  94
Relocation of employees..................................................................          38
Costs to terminate IBM contract for computer services....................................          15
Other Merger costs.......................................................................          40
                                                                                               ------
  Total..................................................................................       $ 187
                                                                                               ------
                                                                                               ------

     Merger reserves include the costs associated with the termination or
relocation of approximately 1,700 and 1,500 employees, respectively.
 
                                       87

    NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)
 
     The preliminary allocation of the purchase price to assets acquired is
based on an initial fair market valuation analysis for land and a current
replacement cost approach for other assets. Real estate held for sale values
reflect estimates of realizable sales proceeds. The purchase price included in
these Pro Forma Combined Financial Statements was allocated to assets acquired
and liabilities assumed based on a preliminary review of SP's financial records.
A formal appraisal cannot be completed until after the Merger is approved, due
to, among other things, constraints imposed by the Interstate Commerce Act, and
such an appraisal may result in an allocation different from that included in
these Pro Forma Combined Financial Statements. Accordingly, the purchase
accounting adjustments reflected in these Pro Forma Combined Financial
Statements will change as additional information becomes available upon
consummation of the Merger.
 
     As a result of the Merger, certain one-time costs will be charged to
operations which are not reflected in the Pro Forma Combined Statements of
Income. Such non-recurring costs and expenses relate to the elimination of
duplicate facilities as well as employee related payments. To the extent such
costs relate to UP facilities or employees, operating expense will be charged.
The amount of such charges cannot presently be determined.
 
     (H)  Represents a reduction in corporate expenses associated with the IPO
and Spin-Off of Resources. The expense reductions include the impact of
reallocating $71 million of pension assets from Resources to UP, lower costs

associated with UP's restricted stock program for executives and lower personnel
costs.
 
     (I)  Reflects the repayment of UP's outstanding commercial paper borrowings
for the nine months ended September 30, 1995 and outstanding commercial paper
and notes for the year ended December 31, 1994 with the proceeds of the $1,562
million dividend to UP from Resources. The commercial paper and notes to be
retired had a historical interest rate of 6% per annum. Since commercial paper
rates are LIBOR based, future fluctuations may occur in the assumed annual
interest rate. A .125% change in the net interest rate would cause total annual
interest savings to change by $2 million. During 1994, UP had an average of $1.1
billion in commercial paper outstanding and $500 million in 6% notes maturing
through 2004. During 1995, UP had an average outstanding commercial paper
balance of $1.6 billion and on September 30, 1995, UP had an outstanding
commercial paper balance of $1.9 billion. UP has recognized the entire dividend
from Resources as cash available to pay debt in the Pro Forma Financial
Statements since Resources has informed UP that it intends to fund the entire
dividend to UP prior to the Spin-Off. Resources also has the financial
capability to make such a payment (see Note(C) to the Unaudited Pro Forma
Financial Statements of Resources).
 
     (J)  On March 16, 1995, UP executed a definitive merger agreement to 
acquire the remaining 71.6% of CNW's outstanding common stock not previously
owned by UP for $1,170 million. Under this agreement, UP initiated a cash tender
offer on March 23, 1995 for all outstanding CNW shares at $35 per share, which
was completed on April 25, 1995. The acquisition of CNW has been accounted for
as a purchase and CNW's results have been consolidated into UP effective May 1,
1995. The Pro Forma Combined Statements of Income have been adjusted to include
CNW's historical results as if the CNW acquisition had occurred as of January 1
of the periods presented. The CNW historical information included in the
Combined Pro Forma Statements of Income include an adjustment to operating
revenues to eliminate UP's recognition of CNW equity earnings. Operating
revenues have been reduced $21 million for the year ended December 31, 1994 and
$12 million for the nine months ended September 30, 1995. Other operating cost
for CNW and other income for UP have been reduced to reflect the elimination of
intercompany leasing activity between UP and CNW. These accounts were reduced
$15 million for the year ended December 31, 1994 and $6 million for the nine
months ended September 30, 1995. Income before income taxes and income from
continuing operations also reflect the effects of these intercompany
eliminations. (See Note (L) below). Restated historical UP information does not
include separate financial information related to the CNW acquisition due to
immateriality.
 
     (K)  As a result of the revaluation of CNW's assets to fair market value as
part of the allocation of the purchase of CNW, annual depreciation expense will
increase $43 million. In addition, annual interest will increase by $85 million,
reflecting UP's borrowings of $1,170 million at an average interest rate of 
7.3% per annum (the actual average interest rate of the debt securities used 
to finance the CNW acquisition).
 
     (L)  The following shows adjustments made to CNW's historically reported
amounts:
                                       88

    NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

                                                 FOR THE YEAR ENDED DECEMBER 31, 1994
                             ----------------------------------------------------------------------------
                                          HISTORICAL                             ADJUSTMENTS
                             ------------------------------------    ------------------------------------
                                                               
Operating Revenues........                  $1,130                                  $  (21)(J)
Operating Expenses........                     904                                     (15)(J)
                                                                                        43(K)
Operating Income..........                     226                                     (49)
Other Income/Expense,
  Net.....................                       7                                     (15)(J)
Interest Expense..........                     (97)                                    (85)(K)
Income before Income
  Taxes...................                     136                                    (149)
Income Taxes..............                     (52)                                     49(C)
Income from Continuing
  Operations..............                      84                                    (100)

                                                                    FOR THE YEAR ENDED SEPTEMBER 30, 1995
                                                                    -------------------------------------
                                          ADJUSTED                              HISTORICAL(1)
                            ------------------------------------    -------------------------------------
                                                               
Operating Revenues........                 $1,109                                   $ 407
Operating Expenses........                                                            319
                                              932
Operating Income..........                    177                                      88
Other Income/Expense,
  Net.....................                     (8)                                     (5)
Interest Expense..........                   (182)                                    (33)
Income before Income
  Taxes...................                    (13)                                     50
Income Taxes..............                     (3)                                    (17)
Income from Continuing
  Operations..............                    (16)                                     33

 
                                         ADJUSTMENTS                               ADJUSTED
 
                            -------------------------------------    -------------------------------------
 
Operating Revenues........                  $ (12)(J)                                $ 395
 
Operating Expenses........                     (6)(J)
                                               14(K)                                   327
 
Operating Income..........                    (20)                                      68
 
Other Income/Expense,

  Net.....................                     (6)(J)                                  (11)
 
Interest Expense..........                    (28)(K)                                  (61)
 
Income before Income
  Taxes...................                    (54)                                      (4)
 
Income Taxes..............                     16(C)                                    (1)
 
Income from Continuing
  Operations..............                    (38)                                      (5)

 
- ------------------
(1) Reflects CNW historical results and pro forma adjustments from January 1,
1995 through April 30, 1995.
 
                                       89

                 UNAUDITED RESTATED FINANCIAL STATEMENTS OF UP
 
     As a result of the decision by UP's Board of Directors to exit its natural
resources business, historical financial information of UP has been restated to
present Resources as a discontinued operation on the unaudited pro forma
financial statements of UP and SP which appear at pages 82 through 88 of this
Joint Proxy Statement/Prospectus. The restated statements of income of UP for
the years ended December 31, 1994, 1993 and 1992 and the restated balance sheets
of UP at December 31, 1994 and 1993 below reflect the effects of adjustments to
historical financial statements necessary to present Resources as a discontinued
operation.
 
     The unaudited restated financial statements are prepared for illustrative
purposes only and are not necessarily indicative of the financial position or
results of operations that might have occurred had UP's Board of Directors made
the decision to exit its natural resources business on the dates indicated, or
of future results of operations or financial position of UP without Resources as
one of its business units. Refer to Note D to the aforementioned unaudited pro
forma financial statements of UP and SP for a description of the impact of the
IPO and Spin-Off on the unaudited pro forma financial statements.
 
     The unaudited restated financial statements of UP are based on the
historical consolidated financial statements of UP and should be read in
conjunction with (i) such historical financial statements and the notes thereto,
which are incorporated by reference in this Joint Proxy Statement/Prospectus,
(ii) the unaudited selected pro forma financial data and unaudited comparative
per share data, including notes thereto, appearing elsewhere in this Joint Proxy
Statement/Prospectus and (iii) the selected historical financial data appearing
elsewhere in this Joint Proxy Statement/Prospectus.
 
                                       90

                      RESTATED STATEMENTS OF INCOME OF UP
              FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

                             YEAR ENDED DECEMBER 31,       YEAR ENDED DECEMBER 31,
                                      1994                          1993
                           ---------------------------   ---------------------------         YEAR ENDED DECEMBER 31, 1992
                            UNION                         UNION                        -----------------------------------------
                           PACIFIC             RESTATED  PACIFIC             RESTATED  UNION PACIFIC
                           HISTORICAL RESOURCES  UNION   HISTORICAL RESOURCES  UNION    HISTORICAL     RESOURCES     RESTATED
                           AMOUNTS   ADJUSTMENTS PACIFIC AMOUNTS   ADJUSTMENTS PACIFIC    AMOUNTS     ADJUSTMENTS  UNION PACIFIC
                           -------   -------   -------   -------   -------   -------   -------------  -----------  -------------
                                                          (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
                                                                                        
Operating revenues.......  $7,798    $(1,333)  $6,465    $7,325    $(1,277)  $6,048       $ 7,032       $(1,222)      $ 5,810
                           -------   -------   -------   -------   -------   -------   -------------  -----------  -------------
Operating expenses:
  Salaries, wages and
     benefits............   2,562      (102)    2,460     2,468       (91)    2,377         2,448          (115)        2,333
  Depreciation, depletion
     and amortization....   1,005      (426)      579       918      (358)      560           877          (337)          540
  Equipment and other
     rents...............     646       (24)      622       576       (23)      553           525           (18)          507
  Fuel and utilities.....     488        (8)      480       496        11       485           477           (11)          466
  Materials and
     supplies............     378       (34)      344       367       (38)      329           358           (29)          329
  Other costs............   1,124      (388)      736     1,006      (373)      633           950          (394)          556
                           -------   -------   -------   -------   -------   -------   -------------  -----------  -------------
     Total...............   6,203      (982)    5,221     5,831      (894)    4,937         5,635          (904)        4,731
                           -------   -------   -------   -------   -------   -------   -------------  -----------  -------------
Operating income.........   1,595      (351)    1,244     1,494      (383)    1,111         1,397          (318)        1,079
Gains from sale of
  property...............     216      (149)       67        18        --        18            36            --            36
Other income, net........      43       (25)       18        71       (60)       11           110           (77)           33
Interest expense.........    (336)        4      (332)     (315)        3      (312)         (355)           11          (344)
Corporate expenses.......     (99)       --       (99)      (99)       --       (99)          (90)           --           (90)
                           -------   -------   -------   -------   -------   -------   -------------  -----------  -------------
Income before income
  taxes..................   1,419      (521)      898     1,169      (440)      729         1,098          (384)          714
Income taxes.............    (461)      131      (330)     (455)      137      (318)         (370)          112          (258)
                           -------   -------   -------   -------   -------   -------   -------------  -----------  -------------
Income from continuing
  operations.............  $  958    $ (390)   $  568    $  714    $ (303)   $  411       $   728       $  (272)      $   456
                           -------   -------   -------   -------   -------   -------   -------------  -----------  -------------
                           -------   -------   -------   -------   -------   -------   -------------  -----------  -------------
Earnings per share:
  Income from continuing
     operations..........  $ 4.66              $ 2.76    $ 3.47              $ 2.00       $  3.57                     $  2.24
  Number of shares used
     in the computation
     of earnings per
     share...............   205.6               205.6     205.9               205.9         203.9                       203.9

 
     The 'Resources Adjustments' columns reclassify the results of Resources
operations for the periods presented to Discontinued Operations as a result of
the July 27, 1995 approval by UP's Board of Directors of a formal plan to exit
its natural resources business.
 
                                       91

                         RESTATED BALANCE SHEETS OF UP
                           DECEMBER 31, 1994 AND 1993

                                        DECEMBER 31, 1994                             DECEMBER 31, 1993
                           -------------------------------------------   -------------------------------------------
                           UNION PACIFIC                                 UNION PACIFIC
                            HISTORICAL      RESOURCES      RESTATED       HISTORICAL      RESOURCES      RESTATED
                              AMOUNTS      ADJUSTMENTS   UNION PACIFIC      AMOUNTS      ADJUSTMENTS   UNION PACIFIC
                           -------------   -----------   -------------   -------------   -----------   -------------
                                                             (MILLIONS OF DOLLARS)
                                                                                     
ASSETS
Current assets:
  Cash and temporary
    investments..........     $   121        $    (6)       $   115         $   113        $   (11)       $   102
  Accounts receivable,
    net..................         648           (252)           396             593           (216)           377
  Other current assets...       1,053           (215)           838             611           (109)           502
                           -------------   -----------   -------------   -------------   -----------   -------------
    Total current
      assets.............       1,822           (473)         1,349           1,317           (336)           981
                           -------------   -----------   -------------   -------------   -----------   -------------
Investments, net.........         662             (5)           657             623            (14)           609
Properties, net..........      12,271         (2,601)         9,670          11,078         (1,780)         9,298
  Net assets of
    discontinued
    operations...........          --          1,789          1,789             697          1,148          1,845
  Excess acquisition
    costs................         939            (69)           870             963            (69)           894
  Other assets...........         248            (40)           208             217            (47)           170
                           -------------   -----------   -------------   -------------   -----------   -------------
    Total assets.........     $15,942        $(1,399)       $14,543         $14,895        $(1,098)       $13,797
                           -------------   -----------   -------------   -------------   -----------   -------------
                           -------------   -----------   -------------   -------------   -----------   -------------
 
LIABILITIES AND
  STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts and wages
    payable..............     $   686        $  (337)       $   349         $   688        $  (319)       $   369
  Other current
    liabilities..........       1,349           (125)         1,224           1,227            (88)         1,139
  Debt due within one

    year.................         470            (43)           427             115            (33)            82
                           -------------   -----------   -------------   -------------   -----------   -------------
    Total current
      liabilities........       2,505           (505)         2,000           2,030           (440)         1,590
                           -------------   -----------   -------------   -------------   -----------   -------------
  Debt due after one
    year.................       4,090            (38)         4,052           4,068            (45)         4,023
  Deferred income
    taxes................       2,856           (458)         2,398           2,678           (296)         2,382
  Other liabilities......       1,360           (398)           962           1,234           (317)           917
  Common stockholders'
    equity...............       5,131             --          5,131           4,885             --          4,885
                           -------------   -----------   -------------   -------------   -----------   -------------
    Total liabilities and
      stockholders'
      equity.............     $15,942        $(1,399)       $14,543         $14,895        $(1,098)       $13,797
                           -------------   -----------   -------------   -------------   -----------   -------------
                           -------------   -----------   -------------   -------------   -----------   -------------

    The 'Resources Adjustments' columns reclassify the results of Resources
financial position at December 31, 1994 and 1993 to Discontinued Operations as a
result of the July 27, 1995 approval by UP's Board of Directors of a formal plan
to exit its natural resources business. Historical net assets of discontinued
operations as of December 31, 1993 relates to UP's waste management segment
which was sold at year-end 1994.
 
                                       92

             UNAUDITED PRO FORMA FINANCIAL STATEMENTS OF RESOURCES
 
     The pro forma financial statements presented below reflect the effects of
adjustments to the historical combined financial statements and notes thereto of
Resources necessary to give pro forma effect to the IPO and other events in
connection therewith, which occurred on October 16 and 17, 1995, as if such
transactions had occurred at the beginning of each of the periods presented for
purposes of the pro forma statements of income and as of September 30, 1995 for
purposes of the pro forma statement of financial position.
 
     Because Resources represents a large discontinued operation, the financial
statements of Resources are significant to the overall results of UP. Since the
Spin-Off is not scheduled to occur until following consummation of the Merger
and is subject to, among other things, receipt of an IRS ruling, SP stockholders
may find the disclosure in the pro forma financial statements presented below
helpful in showing the effect of the IPO and Spin-Off on Resources' financial
position.
 
     Management believes that the assumptions used provide a reasonable basis on
which to present the pro forma financial data. The pro forma financial
statements are provided for informational purposes only and should not be
construed to be indicative of Resources' results of operations or financial
position had the IPO and other events in connection therewith been consummated
on or as of the dates assumed, and are not intended to project Resources'
results of operations or its financial position for any future period or as of

any future date.
 
                                       93

              UNION PACIFIC RESOURCES GROUP INC. AND PREDECESSORS

                         PRO FORMA STATEMENT OF INCOME
 FOR THE YEAR ENDED DECEMBER 31, 1994 AND NINE MONTHS ENDED SEPTEMBER 30, 1995
                                  (UNAUDITED)

                                       YEAR ENDED DECEMBER 31, 1994            NINE MONTHS ENDED SEPTEMBER 30, 1995
                                 ----------------------------------------    -----------------------------------------
                                                PRO FORMA      PRO FORMA                     PRO FORMA      PRO FORMA
                                 HISTORICAL    ADJUSTMENTS    AS ADJUSTED    HISTORICAL     ADJUSTMENTS    AS ADJUSTED
                                 ----------    -----------    -----------    -----------    -----------    -----------
                                                        (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
                                                                                         
Operating revenues............    $ 1,332.9      $             $ 1,332.9       $ 989.3        $              $ 989.3
                                 ----------    -----------    -----------    -----------    -----------    -----------
Operating expenses:
  Production..................        252.3                        252.3         161.8                         161.8
  Exploration.................        107.6                        107.6          64.3                          64.3
  Plants, pipelines and
     marketing................        150.8                        150.8         115.5                         115.5
  Minerals....................          4.5                          4.5           6.6                           6.6
  Depreciation, depletion and
     amortization.............        426.4                        426.4         333.5                         333.5
  General and
     administrative...........         40.0         18.0 (A)        58.0          34.6           13.5(A)        48.1
                                 ----------    -----------    -----------    -----------    -----------    -----------
     Total....................        981.6         18.0           999.6         716.3           13.5          729.8
                                 ----------    -----------    -----------    -----------    -----------    -----------
Operating income..............        351.3        (18.0)          333.3         273.0          (13.5)         259.5
Other income (I)..............        152.2                        152.2         (10.7)                        (10.7)
Interest income...............         21.8        (15.8)(C)         6.0          14.1           (9.6)(C)        4.5
Interest expense..............         (4.6)      (132.4)(C/E)                    (3.4)         (99.3)(C/E)
                                                    71.7 (D)       (65.3)                        53.8 (D)      (48.9)
                                 ----------    -----------    -----------    -----------    -----------    -----------
Income before income taxes....        520.7        (94.5)          426.2         273.0          (68.6)         204.4
Income taxes..................       (130.7)        35.4 (H)       (95.3)        (61.5)          25.7 (H)      (35.8)
                                 ----------    -----------    -----------    -----------    -----------    -----------
Net income....................    $   390.0      $ (59.1)      $   330.9       $ 211.5        $ (42.9)       $ 168.6
                                 ----------    -----------    -----------    -----------    -----------    -----------
                                 ----------    -----------    -----------    -----------    -----------    -----------
Net income per share of
  Common Stock................                                 $    1.32(G)                                  $  0.67(G)
                                                              -----------                                  -----------
                                                              -----------                                  -----------
Shares of Common Stock
  outstanding.................                                     249.9(G)                                    249.9(G)
                                                              -----------                                  -----------
                                                              -----------                                  -----------

 
         See Notes to the Pro Forma Financial Statements of Resources.
                                       94

             UNION PACIFIC RESOURCES GROUP INC. AND PREDECESSORS
                  PRO FORMA STATEMENT OF FINANCIAL POSITION
                            AT SEPTEMBER 30, 1995

 
                                                                PRO FORMA
                                                   PRO FORMA    FOR ASSET        IPO       PRO FORMA
                                     HISTORICAL   ADJUSTMENTS  RESTRUCTURING ADJUSTMENT   AS ADJUSTED
                                     -----------  -----------  ------------  -----------  -----------
                                                    (DOLLARS IN MILLIONS)
                                                                           
ASSETS
Current assets:
  Cash and temporary investments...   $    10.7    $            $     10.7    $            $    10.7
  Accounts receivable--net.........       198.6                      198.6                     198.6
  Inventories......................        65.4                       65.4                      65.4
  Note receivable..................        63.6                       63.6                      63.6
  Other current assets.............        18.6                       18.6                      18.6
                                     -----------  -----------  ------------  -----------  -----------
     Total current assets..........       356.9                      356.9                     356.9
 
Properties--net....................     2,745.1                    2,745.1                   2,745.1
Intangible and other assets........       102.9        (13.2)(B)      89.7                      89.7
                                     -----------  -----------  ------------  -----------  -----------
     Total assets..................   $ 3,204.9    $   (13.2)   $  3,191.7    $            $ 3,191.7
                                     -----------  -----------  ------------  -----------  -----------
                                     -----------  -----------  ------------  -----------  -----------
 
LIABILITIES AND STOCKHOLDERS'
  EQUITY
Current liabilities:
  Accounts payable.................   $   284.9    $            $    284.9    $            $   284.9
  Accrued taxes payable............        52.4                       52.4                      52.4
  Other current liabilities........        57.0         59.0(C)      116.0                     116.0
                                     -----------  -----------  ------------  -----------  -----------
     Total current liabilities.....       394.3         59.0         453.3                     453.3
Long-term debt.....................        33.5      1,562.0 (C)   1,595.5      (843.9)(D)     751.6
Deferred income taxes..............       442.6        (26.6)(B)     416.0                     416.0
Retiree benefits obligations.......        73.8         57.8 (B)     131.6                     131.6
Deferred revenues..................        35.0                       35.0                      35.0
Other long-term liabilities........       268.6                      268.6                     268.6
Stockholders' equity...............     1,957.1        (59.0)(C)
                                                       (44.4)(B)
                                                    (1,562.0)(C)
                                                        11.8 (F)
                                                       (11.8)(F)
                                                                     291.7        843.9(D)    1,135.6
                                     -----------  -----------  ------------  -----------  -----------

     Total liabilities and
       stockholders' equity........   $ 3,204.9    $   (13.2)   $  3,191.7    $            $ 3,191.7
                                     -----------  -----------  ------------  -----------  -----------
                                     -----------  -----------  ------------  -----------  -----------

        See Notes to the Pro Forma Financial Statements of Resources.
 
                                      95

         NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS OF RESOURCES
 
(A) Adjustment to reflect management's estimate of additional administrative and
    third-party costs that Resources will incur as a result of becoming a
    stand-alone entity. These costs include (1) additional administrative
    personnel for services previously provided to Resources by UP such as
    accounting, cash management, SEC compliance, internal audit, the office of
    the corporate secretary, shareholder relations, legal, government relations,
    tax and employee benefits, (2) additional third-party fees such as audit
    fees, actuarial fees, legal fees, and stock transfer fees, (3) additional
    pension costs of approximately $5.7 million annually associated with an
    allocation of pension plan assets between Resources and UP, (4) additional
    annual stock compensation costs of $4.1 million related to employee
    retention shares and (5) fees of $2.2 million annually payable to UP for
    certain financial guarantees provided to Resources.
 
(B) After the final distribution to Resources' shareholders, UP will allocate
    pension assets (based upon proportional pension plan liabilities at the time
    of the distribution) between UP and Resources. The result will be the
    elimination of an $13.2 million pension asset and the creation of a $57.8
    million pension liability, as well as a $26.6 million deferred tax asset
    which will reduce the deferred tax liability, resulting in a charge to
    equity of $44.4 million. Commencing at the Spin-Off, future pension expense
    will increase $5.7 million annually as a result of this planned allocation.
    Both the historical and pro forma pension amounts have been determined in
    accordance with generally accepted accounting principles.
 
(C) Immediately prior to the IPO, UP caused certain rights and assets
    historically employed by Resources, and certain of the entities managed by
    Resources in connection with Resources' operations to be transferred to
    Resources through the contribution to Resources of all outstanding stock of
    certain affiliated companies and the transfers to Resources of certain
    rights and assets. UP received dividends totalling $1,621 million (the 'UP
    Dividend') consisting of (i) a cash dividend of $1,562 million consisting of
    $912 million which was paid at the conclusion of the IPO and $650 million
    payable no later than 90 days after the Spin-Off and (ii) a $59 million
    intercompany receivable. The $650 million payable no later than 90 days
    after the Spin-Off is assumed to be paid to UP in cash at the Spin-Off since
    Resources has informed UP that it intends to fund the $650 million prior to
    Spin-Off and Resources has the financial capability to raise the funds
    necessary to pay the $650 million to UP at Spin-Off. As a result, the
    Unaudited Pro Forma Financial Statements of Resources reflect the
    third-party borrowings Resources will raise to fund the $650 million. The

    dividend of the $59 million intercompany receivable will reduce interest
    income in future periods. The adjustment to intercompany interest income
    represents the elimination of the actual amount recorded by Resources during
    the period.
 
(D) Adjustment to reflect the receipt of proceeds and related reduction of
    interest expense due to the issuance of Resources' common stock pursuant to
    the IPO of 42.5 million shares at $21.00 per share for net proceeds after
    underwriting discounts and commissions and other costs of $844 million. The
    proceeds of the IPO were used to reduce Resources' need to borrow from third
    parties to fund the $1,562 million cash dividend to UP. This use of IPO
    proceeds will allow Resources to reduce ongoing interest expense that it
    would otherwise have incurred had the IPO proceeds not been available to pay
    a portion of the cash dividend to UP.
 
(E) Interest expense is determined based upon an interest rate of 8.5% per annum
    for third-party borrowings and 8.0% per annum for the $68 million of
    borrowings under a bank credit agreement (the 'Bank Credit Agreement').
    Borrowings under the Bank Credit Agreement and IPO proceeds were used to pay
    the initial portion of the cash dividend to UP. Third-party borrowings will
    fund the $650 million payable to UP no later than 90 days of the Spin-Off.
    Interest rates were determined based on actual or anticipated borrowing
    rates for the debt to be outstanding. If all of the debt had a variable
    interest rate, a 1/8% change in the interest rate would cause pro forma
    interest expense to change by $900,000.
 
(F) Adjustment to reflect the issuance of Resources Common Stock due to the
    conversion of UP retention shares held by Resources employees to Resources
    retention shares at an assumed ratio of 1 to 3.0357 offset by the recording
    of related unearned compensation.
 
(G) The calculation of Resources' pro forma earnings per share assumes the
    following shares outstanding: (1) 206 million shares owned by UP at the date
    of the IPO, (2) 42.5 million shares issued pursuant to the IPO, (3) 1.0
    million equivalent shares resulting from the conversion, at a ratio of 1 to
    3.0357, of UP stock options into Resources stock options with the dilutive
    effect determined using the treasury stock method and (4) 0.4 million shares
    reflecting the dilutive effect of the conversion of certain UP Retention
    Shares into Resources Retention Shares at a ratio of 1 to 3.0357.
 
(H) Adjusted to reflect decreased Federal and state income tax expense from
    increased expenses from entries (A), (C), (D) and (E) above, calculated at
    Resources' marginal income tax rate of 37.5%.
 
(I) Other income for the year ended December 31, 1994 included $159.2 million
    ($100 million after-tax) from the sale of the Wilmington Field.
 
                                       96

                                 THE COMPANIES
 
SOUTHERN PACIFIC RAIL CORPORATION
 
     SP is a holding company that, through the integrated network of its
principal subsidiaries, transports freight over approximately 14,500 miles of
main track throughout the western United States. SP operates in 15 states over
five main routes. SP serves most West Coast ports and large population centers
west of the Mississippi and connects with eastern railroads at Chicago, St.
Louis, Kansas City, Memphis and New Orleans. SP's rail lines reach the principal
Gulf ports south from Chicago and east from the Los Angeles basin. SP
interchanges with Mexican railroads at six gateways into Mexico.
 
     The principal commodities hauled in SP's carload operations are chemicals
and petroleum products, food and agricultural products, forest products
(including paper, paper products and lumber) and coal. Intermodal container and
trailer operations continue to be SP's largest single-traffic category,
representing approximately 26% of 1994 gross freight revenues. SP's leadership
in the U.S. intermodal business is based in part on its advantageous geographic
position on the Pacific Rim and on its Intermodal Container Transport Facility,
the nation's busiest international container facility, serving the ports of Los
Angeles and Long Beach. In 1994, SP's largest five shippers accounted for less
than 17% of gross freight revenues, with no shipper providing more than 6% of
such revenue.
 
     SP's rail operations date from the 1860's when the predecessor of its
principal subsidiary, Southern Pacific Transportation Company ('SPT'), began as
the western half of America's first transcontinental railroad. SP became the
nation's sixth largest railroad, based on revenues, in October 1988 when it
acquired SPT from Santa Fe Pacific Corporation ('Santa Fe'). In 1989 and 1990,
SP acquired access to Chicago from St. Louis and Kansas City, respectively. For
the five years preceding the acquisition by SP, SPT had been held in trust
pending the decision of the ICC that denied Santa Fe's requested merger with
SPT.
 
     In addition to its rail business, the disposition, in support of SP's rail
operations, of urban and intercity corridors and surplus real estate, mostly in
metropolitan areas along SP's rights of way, is a major component of SP's
business strategy and is conducted as part of its ordinary course of business.
SP markets properties that are classified generally into two distinct types:
transit corridors and consolidated freight corridors, which are typically sold
to public agencies, and traditional real estate, which is typically sold to
different groups of potential buyers. SP historically has received substantial
cash flow from traditional real estate sales and leasing activities. More
recently, the transit corridor sales have become a significant source of cash
with SP usually retaining operating rights over these corridors to continue
freight rail service to its customers. From January 1, 1989 through December 31,
1994, SP received over $1.7 billion in proceeds from its real estate asset
disposition program. Although these real estate sales and transit corridor sales
are expected to continue, gains from such sales will be substantially reduced
once the Merger is completed as a result of the book value of such properties
being written up to estimated market value in purchase accounting. Cash flow
from such sales will not be affected by the purchase accounting adjustment.

     SP was incorporated in Delaware in 1988. Its principal executive offices
are located at Southern Pacific Building, One Market Plaza, San Francisco,
California 94105, and its telephone number is (415) 541-1000.
 
UNION PACIFIC CORPORATION
 
     UP is a Utah corporation, organized in 1969, with principal executive
offices located at Martin Tower, Eighth and Eaton Avenues, Bethlehem,
Pennsylvania 18018.
 
     UP operates, through its subsidiaries, in the areas of rail transportation
(UPRR and MPRR), oil, gas and mining (Resources), trucking (Overnite
Transportation Company ('Overnite')), and information and communications
technology (Union Pacific Technologies, Inc. ('UP Tech')). Each of these
subsidiaries, except for Resources, is wholly owned by UP. Substantially all of
UP's operations are in the United States.
 
     Overnite, a major interstate trucking company, serves all 50 states and
portions of Canada through 174 service centers and through agency partnerships
with several small, high-quality carriers serving areas not directly covered by
Overnite. As one of the largest trucking companies in the United States,
Overnite serves 95 percent of the United States population and specializes in
the less-than-truckload shipment business. Overnite
 
                                       97

transports a variety of products, including machinery, textiles, plastics,
electronics and paper products. Overnite competes on the basis of service and
price with both regional and national motor carriers.
 
     Resources is one of the largest independent oil and gas companies in North
America and is engaged primarily in the exploration for and the development and
production of natural gas, natural gas liquids and crude oil in several major
producing basins in the United States and Canada. Resources markets its own
production, and purchases and re-sells third-party production, focusing on
direct marketing to the natural gas end user, with particular emphasis on the
power generation market. Resources also engages in the hard minerals business
through its nonoperated joint venture and royalty interests in several coal and
trona (natural soda ash) mines located on lands in Wyoming.
 
     Resources competes for oil and gas reserves and technology advances with
smaller companies as well as with the larger integrated oil companies. In its
marketing activities, Resources competes with other hydrocarbon producers and
marketers. Mining operations also are subject to competition from a number of
companies, many of which have larger operations.
 
     For a description of UP's IPO of shares of Resources Common Stock and the
Spin-Off, see '--Resources Spin-Off' below.
 
     UP Tech assists UP's other operating companies in the design, development,
and implementation of their information and communication needs. In addition, UP
Tech seeks out opportunities to market, both domestically and internationally,
internally developed systems and services to third parties.

     Additional information concerning UP and its subsidiaries is contained in
UP's Annual Report on Form 10-K for the year ended December 31, 1994 and its
other public filings. See 'INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE' and
'AVAILABLE INFORMATION.'
 
THE RAILROAD
 
     The Railroad is the second largest railroad in the United States by
mileage, with approximately 22,700 route miles linking West Coast and Gulf Coast
ports with the Midwest. The Railroad maintains coordinated service with other
carriers for the handling of freight throughout the United States, Canada and
Mexico. The Railroad handles exported and imported freight throughout the
system, principally through the Gulf Coast and Pacific Coast ports and across
the Texas-Mexico border. Major categories of freight hauled by the Railroad are
automotive, chemicals, energy (coal), food, consumer, government, grains and
grain products, intermodal, forest products and metals and minerals.
 
     The Railroad, like the SP rail system, is subject to competition from other
railroads, motor carriers and barge operators, based on both price and service,
as well as to other competitive constraints. Most of its railroad operations are
conducted in corridors served by competing railroads and by motor carriers.
Motor carrier competition is particularly strong for intermodal traffic. Barge
competition can be particularly pronounced for bulk commodities in certain
markets. Other competitive constraints, such as the need to keep customers
competitive in their markets, are also important.
 
UP ACQUISITION CORPORATION
 
     UP Acquisition is a Delaware corporation organized in 1995 and has not
carried on any significant activities other than activities undertaken in
connection with the Offer and the Merger. The principal offices of UP
Acquisition are located at Martin Tower, Eighth & Eaton Avenues, Bethlehem,
Pennsylvania 18018. UP Acquisition is a direct wholly owned subsidiary of UPRR
and an indirect wholly owned subsidiary of UP. Immediately prior to the Offer,
UP Acquisition did not have any significant assets or liabilities or engage in
activities other than those incident to the transactions contemplated by the
Offer and the Merger. Upon the expiration of the Offer, on September 7, 1995, UP
Acquisition accepted the Acquired Shares for payment and simultaneously
deposited such Acquired Shares in the Voting Trust in accordance with the terms
of the Voting Trust Agreement. On September 15, 1995, UP Acquisition purchased
and paid for the Acquired Shares. See 'VOTING TRUST AGREEMENT' and 'OTHER LEGAL
MATTERS; REGULATORY APPROVAL--ICC Approval.'
 
                                       98

RESOURCES SPIN-OFF
 
     On August 4, 1995, Resources filed a registration statement on Form S-1
with the Commission in connection with the IPO of shares of its common stock
(the 'Resources Common Stock'), representing no more than 17.25% of the
outstanding shares of Resources Common Stock (after giving effect to the
issuance of shares in the IPO and shares to be issued to employees or reserved
for issuance with respect to employee options). On October 16 and 17, 1995,

Resources sold 42,500,000 shares of Resources Common Stock in the IPO. UP
intends, subject to certain conditions, to distribute pro rata to its
stockholders all of the remaining shares of Resources Common Stock held by UP
following the IPO (representing approximately 83% of the outstanding shares of
Resources Common Stock) by means of a tax-free distribution (the 'Spin-Off').
Pursuant to the Merger Agreement, UP has agreed that no dividend shall be
declared for any distribution of shares of capital stock of Resources or for the
distribution to UP's stockholders of any proceeds of any other disposition of
Resources or the assets thereof, and no declaration of or record date for any
such distribution shall occur, until after the consummation of the Merger or
termination of the Merger Agreement.
 
     The Spin-Off will be subject to declaration by UP's Board of Directors,
which declaration is expected to be subject to (1) the receipt of a favorable
ruling from the IRS as to the tax-free nature of the transaction and (2) the
absence of any change in market conditions or other circumstances that causes
the Board of Directors of UP to conclude that the Spin-Off is not in the best
interests of the stockholders of UP. On October 18, 1995, UP filed with the IRS
a request for ruling that the Spin-Off and certain related transactions will be
tax-free to UP and its shareholders (including holders of UP Common Stock issued
in the Merger). UP has not determined what action it would take if it were not
to receive the favorable tax ruling. Alternatives would include, without
limitation, completing the Spin-Off based on an opinion of counsel, selling
additional shares of Resources Common Stock to reduce UP's investment in
Resources, or continuing to maintain Resources as a subsidiary. No assurance can
be given that such favorable tax ruling will be obtained. Pursuant to the Merger
Agreement, UP has agreed that in connection with any tax opinion or IRS private
letter ruling, such opinion or ruling shall provide that no income, gain or loss
will be recognized by UP's stockholders (including former stockholders of SP who
receive UP Common Stock in the Merger) upon receipt of Resources Common Stock.
Even if a favorable IRS ruling is obtained, there can be no assurance that the
Spin-Off will occur or that UP will not sell its shares of Resources Common
Stock.
 
CERTAIN OPERATING RELATIONSHIPS
 
     The rail subsidiaries of each of UP, on the one hand, and SP, on the other
hand, have operating relationships with each other. For purposes of this
subsection, the term 'SPT' includes SPT, the Denver and Rio Grande Western
Railroad Company, the St. Louis Southwestern Railway Company, SPCSL Corp. and
other rail carrier subsidiaries of each, while the term 'Railroad' includes UPRR
and MPRR and other rail carrier subsidiaries of each. Approximately 9%, 9% and
8% of SPT's total loads in 1992, 1993 and 1994, respectively, were interchanged
with the Railroad. Additionally, approximately 4%, 4% and 3% of the Railroad's
total loads in 1992, 1993 and 1994, respectively, were interchanged with SPT.
Major interchange locations between the Railroad and SPT include Ogden, UT,
Colton, CA, Portland, OR, and El Paso, TX. In connection with such interchanges,
either or both of SPT's and the Railroad's railroad subsidiaries may be the
party billing the shipper of such interchange freight, and in cases where one of
the parties bills for the entire shipment, such party will periodically remit to
the other party the net amount of the proceeds due to such other carrier in
accordance with standard industry practice. In addition, the Railroad and SPT,
often together with other railroads, cooperate in terminal switching operations
at various locations including Los Angeles, CA, St. Louis, MO, East St. Louis,

IL, Denver, CO, and Houston, TX. SPT and the Railroad also have proprietary
interests in various terminal companies in their service territories, including
the Alton & Southern Railway Company in East St. Louis, IL, as to which each is
a 50% owner.
 
     In addition to the foregoing, the Railroad and SPT are parties to various
trackage rights agreements pursuant to which the Railroad operates over
approximately 704 miles of SPT track and SPT operates over approximately 2,340
miles of Railroad track. For example, (i) the Railroad and SPT have a paired
track arrangement where each uses certain trackage of the other between Alazon
and Weso, NV, (ii) the two companies have granted each other reciprocal trackage
rights between Paragould, AR and Valley Jct., IL whereby the Railroad operates
over 113
 
                                       99

miles of SPT trackage between Paragould and Illmo, Jct. and SPT operates over
119 miles of Railroad trackage between Valley Jct. and Simbco Jct., IL, (iii)
SPT has bridge rights over 431 miles of Railroad trackage between Pueblo, CO and
Herington, KS, and (iv) SPT has bridge trackage rights over the Railroad's
trackage between Kansas City, MO and St. Louis, MO. During 1992, 1993 and 1994,
payments from SPT to the Railroad under all trackage rights agreements totaled
approximately $45,820,000, $53,355,000 and $46,500,000, respectively, while
payments under all trackage rights agreements from the Railroad to SPT totalled
approximately $5,591,000, $11,969,000, and $10,372,000 during 1992, 1993 and
1994, respectively.
 
     As is not unusual in the railroad industry, disputes have arisen between
the Railroad and SPT over the interpretation and/or operation of trackage rights
agreements between the two. Currently, trackage rights agreement disputes
between the Railroad and SPT exist on the following matters:
 
     o Whether SPT as a trackage rights tenant is obligated to pay a share
       (approximately $1.5 million) of the cost of past separation
       allowance/reserve board payments for employees on the Railroad's Pueblo,
       CO line and a share (approximately $2.5 million) of capital costs and
       operating costs for the Railroad's Harriman Dispatch Center.

     o Whether SPT is contractually obligated to indemnify the Railroad for
       damages resulting from derailments on the Railroad's line at Cody, KS and
       East Acoma, NV.
 
     In addition, by Settlement Agreement and Release dated March 31, 1995, the
Railroad and SPT settled disputes between the two concerning (i) SPT's payment
of rent and interest to the Railroad for SPT's use of trackage rights over the
Railroad's lines between St. Louis and Kansas City, and (ii) SPT allegations
that the Railroad engaged in past service and dispatching discrimination against
SPT over the St. Louis-Kansas City trackage rights and other portions of the
Railroad's rail system. Among other things, pursuant to this settlement (i) SPT
paid the Railroad $30,756,012 on April 3, 1995, and (ii) SPT has paid or will
pay the Railroad (a) $1,076,460 as simple interest on the unpaid balance of the
settlement amount on each of October 3, 1995 and April 3, 1996, and (b) the
balance of $30,756,012 on April 3, 1996.

     Disputes also exist between the Railroad and SPT concerning the Railroad's
proposed build-in to shippers (Amoco, Chevron and Exxon) currently exclusively
served by SPT at Mont Belvieu, TX.
 
                                       100

                    OTHER LEGAL MATTERS; REGULATORY APPROVAL
 
GENERAL
 
     Except as otherwise disclosed herein, based on representations and
warranties made by SP in the Merger Agreement and a review of publicly available
information by SP with the Commission, none of UP Acquisition, UPRR or UP is
aware of (i) any license or regulatory permit that appears to be material to the
business of SP and its subsidiaries, taken as a whole, that might be adversely
affected as a result of the acquisition of the Acquired Shares by UP Acquisition
pursuant to the Offer or the acquisition of Shares by UP or UPRR pursuant to the
Merger, or (ii) any approval or other action by any governmental, administrative
or regulatory agency or authority, domestic or foreign, that would be required
for the acquisition or ownership of Shares by UP, UP Acquisition or UPRR as
contemplated herein. Should any such approval or other action be required, UP,
UP Acquisition and UPRR currently contemplate that such approval or action would
be sought.
 
ANTITRUST
 
     Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the 'HSR Act'), and the rules that have been promulgated thereunder by the FTC,
certain acquisition transactions may not be consummated unless certain
information has been furnished to the Antitrust Division of the Department of
Justice (the 'Antitrust Division') and the Federal Trade Commission (the 'FTC')
and certain waiting period requirements have been satisfied. The notice and
waiting period requirements of the HSR Act do not apply to the affiliation of
UP's and SP's ICC-regulated railroad operations, provided that information and
documentary material filed with the ICC in connection with the seeking of ICC
approval of the affiliation of such operations are contemporaneously filed with
the Antitrust Division and the FTC. UP intends to comply with these
contemporaneous filing requirements and therefore believes that the notice and
waiting period requirements do not apply to the Transactions. UP, UPRR and UP
Acquisition believe that the Offer and the Merger are not subject to the HSR
Act. UP, UPRR and UP Acquisition requested the FTC to confirm this understanding
and counsel for UP has been advised by the Premerger Notification Office of the
FTC, in a letter dated August 17, 1995, that the Offer and the Merger are exempt
from the HSR Act. In such letter, the FTC noted UP's agreement that should the
Trustee of the Voting Trust transfer Shares to UP (upon the issuance by the ICC
of an order that the termination of the Voting Trust will not cause UP or its
affiliates to control SP), UP will make any required HSR filings.
 
THE VOTING TRUST
 
     Certain activities of subsidiaries of SP and UP are regulated by the ICC.
Provisions of the Interstate Commerce Act (the 'ICA') require approval of, or
the granting of an exemption from approval by, the ICC for the acquisition of

control of two or more carriers subject to the jurisdiction of the ICC
('Carriers') by a person that is not a Carrier and for the acquisition or
control of a Carrier by a person that is not a Carrier but that controls any
number of Carriers. ICC approval or exemption is required for, among other
things, UP Acquisition's acquisition of control of SP. UP and UP Acquisition do
not believe that ownership by UP Acquisition of the Acquired Shares give UP and
its affiliates control of SP and its affiliates. Nonetheless, UP Acquisition has
deposited the Acquired Shares in the Voting Trust in order to ensure that UP and
its affiliates do not acquire or directly or indirectly exercise control over SP
and its affiliates prior to obtaining necessary ICC approvals or exemptions.
 
     On August 24, 1995, counsel for UP received an informal written opinion
from the staff of the ICC that the Voting Trust will effectively insulate UP and
its affiliates from the violation of the Interstate Commerce Act and ICC policy
that would result from an unauthorized acquisition by UP of control of SP.
 
     On September 7, 1995, UP Acquisition accepted for payment the Acquired
Shares and simultaneously deposited such Acquired Shares in the Voting Trust. On
September 15, 1995, UP Acquisition paid for and purchased the Acquired Shares.
 
     Pursuant to the terms of the Voting Trust Agreement, it is expected that
the Trustee would hold the Acquired Shares until (i) the receipt of ICC
approval, (ii) the Acquired Shares are sold to a third party or otherwise
disposed of, or (iii) the Voting Trust is otherwise terminated. The Voting Trust
Agreement that has been
 
                                      101

approved by the staff of the ICC provides that the Trustee will have sole power
to vote the Acquired Shares in the Voting Trust, will vote those Acquired Shares
in favor of the Merger, will vote the Acquired Shares in favor of any permitted
disposition of the Acquired Shares and, so long as the Merger Agreement is in
effect, against any other proposed merger, business combination or similar
transaction involving SP, and, on all other matters, will vote the Acquired
Shares in proportion to the vote of all other stockholders of SP. The Voting
Trust Agreement contains certain other terms and conditions designed to ensure
that neither UP Acquisition nor UP will control SP during the pendency of the
ICC proceedings. In addition, the Voting Trust Agreement provides that UP
Acquisition or its successor in interest will be entitled to receive any
dividends paid by SP other than stock dividends. See 'VOTING TRUST AGREEMENT.'
 
ICC APPROVAL
 
     Set forth below is information relating to approval by the ICC of the
acquisition of control over SP and its affiliates by UP and its affiliates. On
November 30, 1995, UP, SP and various of their affiliates filed an application
(the 'ICC Application') seeking approval of the ICC for the acquisition of
control over SP and its affiliates by UP and its affiliates, the Merger, and
related transactions. Under applicable law and regulations, the ICC will hold a
public hearing on such application, unless it determines that a public hearing
is not necessary to the public interest. In ruling on the ICC Application, it is
expected that the ICC will consider at least the following five factors: (a) the
effect of the proposed control transaction on the adequacy of transportation to
the public; (b) the effect on the public interest of including, or failing to

include, other Carriers in the area served by the railroad operations of UP and
SP; (c) the total fixed charges that would result from the proposed control
transaction; (d) the interests of Carrier employees affected by the proposed
control transaction; and (e) whether the proposed control transaction would have
an adverse effect on competition among ICC-regulated Carriers in the affected
region. The ICC has the authority to impose conditions on its approval of a
control transaction to alleviate competitive or other concerns. If such
conditions are imposed, the applicants can elect to consummate the control
transaction subject to the conditions or can elect not to consummate the
transaction. UP has indicated a willingness to accept conditions to preserve
rail competition where the Railroad and SP are the only rail competitors, and,
together with SP and certain of its subsidiaries, has entered into an agreement
with Burlington Northern Railroad Company and The Atchison, Topeka and Santa Fe
Railroad Company, which is described below. The obligations of UP, UPRR and UP
Acquisition to consummate the Merger are conditioned upon, among other things,
the issuance by the ICC or any Similar Successor (as defined in the Merger
Agreement) of a decision (which decision shall not have been stayed or enjoined)
that (A) constitutes a final order approving, exempting or otherwise authorizing
consummation of the Merger and all other transactions contemplated by the Merger
Agreement and the Ancillary Agreements (or subsequently presented to the ICC or
a Similar Successor by agreement of UP and SP) as may require such authorization
and (B) does not (1) change or disapprove of the Merger Consideration or other
material provisions of Article II of the Merger Agreement or (2) impose on UP,
SP or any of their respective Subsidiaries (as defined in the Merger Agreement)
any other terms or conditions (including, without limitation, labor protective
provisions but excluding conditions heretofore imposed by the ICC in New York
Dock Railway-Control-Brooklyn Eastern District, 360 I.C.C. 60 (1979)) that
materially and adversely affect the long-term benefits expected to be received
by UP from the transactions contemplated by the Merger Agreement. THERE IS NO
ASSURANCE THAT APPROVAL OF THE ICC OR A SUCCESSOR AGENCY WILL BE OBTAINED OR
OBTAINED ON TERMS THAT WOULD SATISFY THE FOREGOING CONDITION.
 
     Three of the five factors listed above are, in UP's view, unlikely to
affect whether the ICC Application is approved by the ICC. As to factor
(b)--inclusion of other Carriers--the ICC disfavors this remedy, it has rarely
been requested, and UP believes it is unlikely to be requested by any railroad
in a UP/SP proceeding. As to factor (c)--effect on fixed charges--the capital
structure of the resulting company will be sufficiently strong that this factor
is unlikely, in UP's view, to be given weight by the ICC in deciding whether to
approve a combination of SP and UP. As to factor (d)--the interest of affected
Carrier employees--the ICC has adopted a standard set of labor protective
conditions--the New York Dock conditions referred to above--which it imposes in
rail merger and control transactions, and UP expects that those conditions would
be imposed upon a merger of UP and SP and that this would not affect approval of
the transaction.
 
     The remaining two factors--factor (a) (effect on the adequacy of
transportation) and factor (e) (effect on rail competition)--are reflected in
the public interest balancing test that the ICC applies in reviewing railroad
 
                                      102

mergers like the proposed combination of UP and SP. On the one hand, the ICC
considers the public benefits of the transaction in terms of better service to

shippers, efficiencies, cost savings and the like. On the other hand, the ICC
considers any public harm from the transaction. The principal harm of concern to
the ICC, and the principal issue that is likely to be raised by parties opposing
approval of a merger of UP and SP or seeking the imposition of conditions
thereto, is reduction in competition. In applying the public interest balancing
test, the ICC is guided by Congress' intent to encourage mergers,
consolidations, and joint use of facilities that tend to rationalize and improve
the nation's rail system.
 
     UP and SP expect to present a strong case to the ICC that the acquisition
of control of SP satisfies the public interest balancing test. First, UP and SP
expect to show that a combination of SP and UP has significant public benefits.
Second, UP and SP expect to show that a combination of SP and UP, especially
with competition-preserving conditions that UP is prepared to agree to (see
description of BNSF Agreement (as defined herein) below), will have no
significant adverse effect on rail competition, and indeed will strengthen such
competition. While UP and SP expect to present a highly persuasive case, there
can be no assurance that the ICC Application will not be denied, or will not be
granted subject to conditions that are so onerous that the Merger is not
consummated.
 
     Under existing law, the ICC is generally required to enter a final order
with respect to the ICC Application within approximately 31 months after such
application is filed; however, the ICC has adopted a procedural schedule under
which it will render a final decision 255 days after the application is filed.
It is currently estimated that the ICC Application will be filed on November 30,
1995. There is no assurance that ICC approval will be obtained by any certain
date. Under existing law, other railroads and other interested parties may seek
to intervene to oppose the ICC Application or to seek protective conditions in
the event approval by the ICC is granted. In addition, any appeals from the ICC
final order might not be resolved for a substantial period of time after the
entry of such order by the ICC.
 
     It is likely that the ICC will cease to exist before a decision is rendered
on the ICC Application. The House of Representatives has passed a bill that
would abolish the ICC, retain the present statutory public interest standard for
the review of railroad control transactions, and transfer the review function to
an independent agency within the United States Department of Transportation. The
Senate has similar legislation under consideration. If such legislation is
enacted, as presently appears likely, UP and SP would expect the timing and
substance of the review of the ICC Application to be largely unaffected.
However, there are a number of other possibilities, including the repeal of the
public interest standard and the subjection of railroad control transactions to
the antitrust laws, notwithstanding the previous advice from the FTC (described
above) under current law that the Transactions are exempt from the HSR Act.
There can be no assurance that these other possibilities will not come to pass,
or as to the terms upon which, or whether, the acquisition would receive
government approval in that event. The obligations of UP, UPRR and UP
Acquisition to consummate the Merger are subject to the condition that, among
other things, no successor to the ICC (other than a Similar Successor) shall
have required any divestiture, hold separate, or other restriction or action in
connection with the expiration or termination of any waiting period applicable
to the Merger Agreement and the transactions contemplated thereby, or in
connection with any other action by or in respect of or filing with such

successor, that would materially and adversely affect the long-term benefits
expected to be received by UP from the transactions contemplated by the Merger
Agreement.
 
     Pending receipt of the ICC approval, it is expected that the business and
operations of SP will be conducted in the usual and ordinary course of business,
and SP's employees and management will continue in their present positions.
 
     On September 25, 1995, UP and certain of its subsidiaries, SP and certain
of its subsidiaries, and Burlington Northern Railroad Company and The Atchison,
Topeka and Santa Fe Railroad Company (collectively, 'BNSF') entered into an
agreement (the 'BNSF Agreement') pursuant to which, among other things, UP and
SP, on the one hand, and BNSF, on the other hand, agreed to grant each other
various trackage rights and UP and SP agreed to sell certain lines to BNSF
following the Merger, and BNSF agreed not to oppose UP's application to control
SP in UP's case before the ICC, not to seek any conditions in such case, not to
support any requests for conditions filed by other parties and not to assist
other parties in pursuing their requests. Among other things, these rights will
allow BNSF to serve shippers who would otherwise lose a choice of two railroads
as a result of
 
                                      103

the Merger. The trackage rights and line sales pursuant to the BNSF Agreement
will be effective only upon UP's acquisition of control of SP. UP and SP agreed
to ask the ICC to impose the BNSF Agreement as a condition to approval of UP's
application for control of SP. During the pendency of UP's case before the ICC,
UP and SP agreed not to enter into agreements with other parties, without BNSF's
written consent, which would grant rights to other parties granted to BNSF or
inconsistent with those granted to BNSF which would substantially impair the
overall economic value of the rights granted to BNSF under the BNSF Agreement.
 
     Pursuant to the BNSF Agreement, UP and SP will share more than 3,800 miles
of track with BNSF under trackage rights and will sell more than 335 miles of
track to BNSF. The sale of track will total approximately $150 million. As part
of the BNSF Agreement, UP will also obtain certain trackage and access rights
from BNSF. Trackage rights are a contractual arrangement between railroads which
generally allow one railroad to operate its trains with its own crew over the
tracks of another railroad for a fee.
 
     The principal areas covered by the BNSF Agreement are as follows:
 
          West Coast-Intermountain.  BNSF will operate over various UP and SP
     lines in California, Utah, Nevada and Colorado and will purchase a Northern
     California line segment of UP. UP will obtain trackage and other rights
     from BNSF in California, Oregon and elsewhere in the region.
 
          Texas-Louisiana.  BNSF will operate over certain UP and SP routes in
     Texas and Louisiana, and will acquire certain lines from UP and SP with UP
     retaining certain trackage rights.
 
          Houston-Memphis.  BNSF will operate over SP and UP track to give BNSF
     a more direct route between Houston and Memphis.

     Illinois Central Railroad Company ('IC') has advised the ICC that it will
ask the ICC to require, as a condition of its approval of the Merger, the sale
to IC of, or other arrangements for IC to have access to, SP's lines between
Houston, on the one hand, New Orleans, Memphis and Brownsville, on the other
hand, and certain other lines. Approval of the IC request would be inconsistent
with the BNSF Agreement. Other railroads, including Consolidated Rail
Corporation and Kansas City Southern Railway Company, may seek other conditions.
UP and SP believe such requests are not meritorious in view of, among other
things, the BNSF Agreement. However, there can be no assurance that the ICC will
accept such view or that ICC approval will be obtained on terms that would
satisfy the conditions in the Merger Agreement.
 
STATE TAKEOVER STATUTES
 
     As a Delaware corporation, SP is subject to Section 203 ('Section 203') of
the DGCL. Section 203 would prevent an 'Interested Stockholder' (generally
defined as a person beneficially owning 15% or more of a corporation's voting
stock) from engaging in a 'Business Combination' (as defined in Section 203)
with a Delaware corporation for three years following the date such person
became an Interested Stockholder unless: (i) before such person became an
Interested Stockholder, the board of directors of the corporation approved the
transaction in which the Interested Stockholder became an Interested Stockholder
or approved the Business Combination, (ii) upon consummation of the transaction
which resulted in the Interested Stockholder becoming an Interested Stockholder,
the Interested Stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time that the transaction commenced (excluding
stock held by directors who are also officers and by employee stock ownership
plans that do not allow plan participants to determine confidentially whether to
tender shares) or (iii) following the transaction in which such person became an
Interested Stockholder, the Business Combination is (x) approved by the board of
directors of the corporation and (y) authorized at a meeting of stockholders by
the affirmative vote of the holders of at least 66-2/3% of the outstanding
voting stock of the corporation not owned by the Interested Stockholder. In
accordance with the provisions of Section 203, the SP Board has approved the
transactions contemplated by the Merger Agreement and the Ancillary Agreements.
Accordingly, the transactions contemplated by the Merger Agreement and the
Ancillary Agreements are exempt from the provisions of Section 203.
 
     A number of other states have adopted laws and regulations applicable to
attempts to acquire securities of corporations which are incorporated, or have
substantial assets, stockholders, principal executive offices or principal
places of business, or whose business operations otherwise have substantial
economic effects, in such states. In 1982, in Edgar v. MITE Corp., the Supreme
Court of the United States invalidated on constitutional
 
                                      104

grounds the Illinois Business Takeover Statute, which, as a matter of state
securities law, made takeovers of corporations meeting certain requirements more
difficult. However, in 1987 in CTS Corp. v. Dynamics Corp. of America, the
Supreme Court held that the State of Indiana may, as a matter of corporate law,
and, in particular, with respect to those aspects of corporate law concerning
corporate governance, constitutionally disqualify a potential acquiror from
voting on the affairs of a target corporation without the prior approval of the

remaining stockholders. The state law before the Supreme Court was by its terms
applicable only to corporations that had a substantial number of stockholders in
the state and were incorporated there.
 
     SP, directly or through subsidiaries, conducts business in a number of
states throughout the United States, some of which have enacted takeover laws.
UP Acquisition does not know whether any of these laws will, by their terms,
apply to the Offer or the Merger and has not complied with any such laws. Should
any person seek to apply any state takeover law, UP Acquisition will take such
action as then appears desirable, which may include challenging the validity or
applicability of any such statute in appropriate court proceedings. In the event
it is asserted that one or more state takeover laws is applicable to the Offer
or the Merger, and an appropriate court does not determine that it is
inapplicable or invalid as applied to the Offer, UP Acquisition and/or UPRR
might be required to file certain information with, or receive approvals from,
the relevant state authorities.
 
                        DESCRIPTION OF UP CAPITAL STOCK
 
     Under UP's Revised Articles of Incorporation, UP's authorized capital stock
consists of 500,000,000 shares of UP Common Stock and 20,000,000 shares of
Preferred Stock, no par value (the 'UP Preferred Stock').
 
     UP Common Stock.  Immediately following the issuance of             shares
of UP Common Stock issuable to stockholders of SP in the Merger and assuming the
Merger occurred as of the date of this Joint Proxy Statement/Prospectus,
            shares of UP Common Stock will be issued and outstanding. An
additional [9,699,504] shares of UP Common Stock will be reserved for issuance
upon exercise of stock options and [9,914,320] shares of UP Common Stock will be
reserved for issuance under UP's 1993 Stock Option and Retention Stock Plan, the
1990 Retention Stock Plan and the 1988 Stock Option and Restricted Stock Plan.
Subject to the preferential rights of the UP Preferred Stock, the holders of UP
Common Stock are entitled to receive, to the extent permitted by law, such
dividends as may be declared from time to time by the Board of Directors of UP.
Holders of UP Common Stock are entitled to receive in connection with the
dissolution of UP, after distribution in full of the preferential amount to be
distributed to the holders of shares of the UP Preferred Stock, all the
remaining assets of UP, of whatever kind, available for distribution to holders
of UP Common Stock ratably in proportion to the number of shares of UP Common
Stock held by them respectively.
 
     Each holder of UP Common Stock is entitled to one vote in respect of each
share of such stock and, in most circumstances, votes together, share for share,
with the holders of any outstanding UP Preferred Stock as one voting group. See
'COMPARISON OF THE RIGHTS OF SHAREHOLDERS OF SP AND UP UNDER DELAWARE AND UTAH
LAW--Voting Rights.'
 
     In electing directors, each holder of UP Common Stock may cumulate his or
her votes by giving one candidate as many votes as the number of directors to be
elected multiplied by the number of his or her shares shall equal, or by
distributing such votes on the same principle among any number of such
candidates. No holder of UP Common Stock has any preemptive right to subscribe
for any securities of UP. UP does not have a shareholders rights plan.

     UP Preferred Stock.  No shares of UP Preferred Stock will be issued or
outstanding immediately following the Merger. UP's Board of Directors is
authorized to issue UP Preferred Stock in one or more series and to determine
liquidation preferences, dividend rights, conversion rights, repurchase rights
or redemption rights and other terms, including sinking fund provisions. See
'COMPARISON OF THE RIGHTS OF STOCKHOLDERS OF SP AND UP UNDER DELAWARE AND UTAH
LAW--Authorized Capital Stock.'
 
                                      105

                  COMPARISON OF THE RIGHTS OF STOCKHOLDERS OF
                     SP AND UP UNDER DELAWARE AND UTAH LAW
 
     UP is a Utah corporation subject to the provisions of the UBCA. SP is a
Delaware corporation subject to the provisions of the DGCL. The rights of
current stockholders of SP are governed by SP's Amended and Restated Certificate
of Incorporation (the 'SP Certificate of Incorporation') and By-laws (the 'SP
By-laws') and the DGCL. Upon consummation of the Merger, stockholders of SP who
receive UP Common Stock in exchange for their shares of SP Common Stock will
become shareholders of UP and, at the Effective Time, their rights as
shareholders will be determined by the UP Revised Articles of Incorporation (the
'UP Articles of Incorporation') and the UP By-laws (the 'UP By-laws') and the
UBCA.
 
     The following is a summary of the material differences in the rights of
stockholders of SP under the SP Certificate of Incorporation, the SP By-laws and
the DGCL, on the one hand, and the rights of shareholders of UP under the UP
Articles of Incorporation, the UP By-laws and the UBCA, on the other hand. The
following discussion does not purport to be a complete discussion of, and is
qualified in its entirety by reference to, the UBCA, the DGCL and the UP
Articles of Incorporation, the SP Certificate of Incorporation, the UP By-laws
and the SP By-laws.
 
AUTHORIZED CAPITAL STOCK
 
  Voting Rights
 
     UP.  Under the UBCA, voting is by voting groups. A voting group is defined
as all shares of one or more classes or series that under the articles of
incorporation or the UBCA are entitled to vote and be counted together
collectively on a matter. Under the UP Articles of Incorporation, holders of UP
Common Stock are entitled to one vote in respect of each share of stock held,
and vote together, share for share, with the holders of the UP Preferred Stock
as one voting group for the election of directors and upon all other matters
voted upon by the shareholders, subject to certain exceptions. Under the UBCA
and the UP Articles of Incorporation, the requisite vote to approve a matter
varies. Directors are elected by a plurality of the votes cast. Other matters,
other than certain extraordinary matters, brought to a shareholder vote are
considered to be approved if the number of votes cast in favor of the matter
exceeds the number of votes cast against the matter. See 'Amendments to Articles
or Certificate of Incorporation' and 'Authorized Capital Stock--Preferred
Stock'.
 
     SP.  Under the DGCL, every corporation may issue one or more classes of

stock or one or more series of stock within any class. Subject to certain
exceptions, the DGCL does not require class voting. Each class and series may
have such voting powers as shall be stated in the certificate of incorporation;
however, unless otherwise provided in the certificate of incorporation, each
stockholder shall be entitled to one vote for each share. The SP Certificate of
Incorporation provides that each holder of Common Stock shall have one vote for
each such share. Under the DGCL, the requisite vote to approve a matter varies.
Directors are elected by a plurality of the votes of the shares present at a
meeting, in person or by proxy, and entitled to vote for the election of
directors. In all other matters, subject to certain exceptions, the affirmative
vote of the majority of shares present, in person or by proxy, at a meeting and
entitled to vote shall be the act of the stockholders.
 
  Cumulative Voting
 
     UP.  The UP Articles of Incorporation provide that holders of UP Common
Stock and UP Preferred Stock have cumulative voting rights in the election of
directors. In electing directors, each shareholder may accumulate his votes by
giving one candidate as many votes as the number of directors to be elected
multiplied by the number of his shares shall equal, or by distributing such
votes on the same principle among any number of such candidates.
 
     SP.  The SP Certificate of Incorporation does not allow cumulative voting
in the election of directors or for any other purpose and the SP By-laws provide
that directors shall be elected at each annual meeting of stockholders by a
plurality of the votes present in person or represented by proxy at the meeting
and entitled to vote for the election of directors.
 
                                      106

  Preferred Stock
 
     UP.  The UP Articles of Incorporation provide for the authorization and the
issuance of 20,000,000 shares of UP Preferred Stock in one or more series.
Currently, there are no shares of UP Preferred Stock outstanding. Under the UBCA
and the UP Articles of Incorporation, the Board of Directors of UP has the
authority to fix the preferences, limitations and relative rights of the shares
of each such series, including the dividend rate, conversion rights, voting
rights, terms of redemption and liquidation preferences, and the number of
shares constituting each such series, without any further vote or action of the
shareholders; provided, however, that under the terms of the UP Articles of
Incorporation (i) each share of UP Preferred Stock shall be entitled to one vote
for each share held, and the UP Preferred Stock and the UP Common Stock shall,
generally, vote together as one voting group except (A) as otherwise provided by
law or the UP Articles of Incorporation and (B) while the holders of UP
Preferred Stock, voting as a single voting group, are entitled to elect two
directors as described below, they are not entitled to participate with the UP
Common Stock in the election of any other directors and (ii) UP Preferred Stock
shall not entitle the holder to receive dividends in the form of stock of UP of
any class or series, or property.
 
     Under the UP Articles of Incorporation, subject to certain exceptions, at
any time that any UP Preferred Stock is outstanding UP may not, without the
approval of a majority of the shares of the UP Preferred Stock then outstanding,

(i) increase the authorized number of shares of UP Preferred Stock, (ii) create,
or increase the authorized number of shares of, any class of UP Preferred Stock
ranking on a parity with the UP Preferred Stock either as to dividends or upon
liquidation, (iii) sell, lease, or convey all or substantially all of the
property or business of UP, (iv) voluntarily liquidate, dissolve or wind up UP,
or (v) merge UP with another corporation unless the surviving corporation will
have no stock either authorized or outstanding prior in rank, either as to
dividends or upon liquidation, to the UP Preferred Stock or shares of the
surviving corporation issued in exchange therefor. The UP Articles of
Incorporation also provide that at any time that any UP Preferred Stock is
outstanding UP may not, without the affirmative vote or consent of the holders
of at least 66 2/3% of the shares of UP Preferred Stock then outstanding, (i)
create, or increase the authorized number of shares of, any class of stock which
ranks prior to the UP Preferred Stock, either as to dividends or upon
liquidation, or (ii) amend, alter or repeal any of the provisions of the UP
Articles of Incorporation or the resolutions of the Board of Directors providing
for the issue of any series of UP Preferred Stock so as adversely to affect the
preferences, rights or powers of the UP Preferred Stock. The UBCA also provides
that in connection with certain matters the UP Preferred Stock may vote as a
separate voting group. See 'Amendments to Articles or Certificate of
Incorporation--UP'.
 
     If dividends on one or more series of the UP Preferred Stock are in
arrears, and such arrears aggregate an amount equal to six quarterly dividends
or more, holders of the UP Preferred Stock are entitled to elect two additional
directors to the Board of Directors.
 
     SP.  The SP Certificate of Incorporation provides for the authorization and
the issuance of 10,000,000 shares of preferred stock, par value of $0.01 per
share (the 'SP Preferred Stock'). The SP Certificate of Incorporation provides
for the designation of one series of SP Preferred Stock as 12% Cumulative
Redeemable Exchangeable Preferred Stock (the 'Exchangeable Preferred Stock').
Subject to certain exceptions, the holders of the Exchangeable Preferred Stock
are not entitled to vote on any matter submitted to a vote of stockholders. If
any of the Exchangeable Preferred Stock is outstanding, SP shall not, either
directly or indirectly, or through a merger or consolidation, (i) amend, alter
or repeal the SP Certificate of Incorporation to change the powers, preferences
or special rights of the Exchangeable Preferred Stock, or (ii) authorize, issue,
create or increase any SP Preferred Stock entitled to a preference over the
Exchangeable Preferred Stock with respect to any dividends or distributions upon
liquidation, dissolution or winding up of SP, or any additional shares of
Exchangeable Preferred Stock, without the approval of 66 2/3% of the outstanding
shares of Exchangeable Preferred Stock; provided, however, that after 25% or
more of the outstanding shares of Exchangeable Preferred Stock are sold pursuant
to a registration statement filed pursuant to the Securities Act, the actions
referred to in clauses (i) and (ii) above may be taken with the consent or
affirmative vote of the holders of at least a majority in number of the
outstanding shares of Exchangeable Preferred Stock, voting as a separate class;
provided, further, that, at any time, the affirmative vote at a meeting of
holders of Exchangeable Preferred Stock called for such purpose, or written
consent of the holders of each share of Exchangeable Preferred Stock, shall be
required for any amendment of the SP Certificate of Incorporation that (x)
reduces the rate or extends the time of payment of

                                      107

dividends on the Exchangeable Preferred Stock, extends the date of any mandatory
redemption thereof, reduces the amount payable on any redemption thereof, alters
SP's obligation to make sinking fund payments as provided therein or changes the
amount of debentures issuable upon exchange of the Exchangeable Preferred Stock
or (y) reduces the number of shares of Exchangeable Preferred Stock, the consent
of the holders of which is required for any such amendment. If dividends on the
Exchangeable Preferred Stock are in arrears more than four consecutive quarters,
holders of SP Preferred Stock are entitled to elect one additional director to
the Board of Directors. Currently, there are no shares of Exchangeable Preferred
Stock outstanding.
 
BOARD OF DIRECTORS
 
  Number of Directors and Classified Board
 
     UP.  The UP Articles of Incorporation provide that the number of directors
of the corporation shall be such as shall be fixed by the UP By-laws, but shall
not be less than three directors. Whenever the number of directors fixed by the
UP By-laws is nine or more, the UP Articles of Incorporation provide that the
Board of Directors shall be divided into three classes, each as nearly equal in
size as possible. One class of directors is elected at each annual meeting of
shareholders, and each class serves for a term of three years. Currently, the UP
By-laws provide for the election of nineteen members to the Board of Directors.
 
     SP.  The SP By-laws provide that the number of directors that shall
constitute the whole Board of Directors shall be fixed from time to time by
resolution of the Board of Directors but shall not be less than three directors
nor more than twelve directors. The SP By-laws provide for the election of the
entire Board of Directors at each annual meeting.
 
  Removal of Directors
 
     UP.  The UBCA provides that one or more directors of a corporation may be
removed by the shareholders, with or without cause, at any meeting of
shareholders expressly called for that purpose, unless such corporation's
articles of incorporation provide for removal only for cause. Under the UBCA, if
a director is elected by a voting group of shareholders, only the shareholders
of that voting group may participate in the vote to remove him. Furthermore, no
director may be removed if the number of votes cast against his removal would be
enough to elect him if then cumulatively voted at an election of the class of
directors of which he is a member. Directors may also be removed in a judicial
proceeding brought by the corporation or by shareholders holding at least 10% of
the outstanding shares of any class. The UP Articles of Incorporation provide
that a director may be removed without cause only by a vote of the holders of
two-thirds of the shares then entitled to vote at an election of directors. No
director may be removed if the votes of a sufficient number of shares are cast
against his removal which, at an election of the class of directors of which he
is a member, would be sufficient to elect him.
 
     SP.  The DGCL provides that any director or the entire board of directors
may be removed, with or without cause, by the holders of a majority of the
shares entitled to vote at an election of directors. However, in the case of a

corporation whose board is classified, the directors may be removed only for
cause unless the certificate of incorporation otherwise provides. The SP
Certificate of Incorporation provides for the removal of any director or the
entire board of directors, with or without cause, by the holders of a majority
of the shares then entitled to vote at an election of directors, except that if
the holders of shares of any class or series are entitled to elect directors by
provisions of the SP Certificate of Incorporation, then the vote of that class
shall control the removal without cause of those directors.
 
  Indemnification
 
     UP.  The UBCA generally provides that a corporation may indemnify an
individual made a party to a proceeding because he is or was a director,
officer, employee, fiduciary or agent of the corporation, against any liability
incurred in the proceeding if (i) the individual's conduct was in good faith,
(ii) the individual reasonably believed that his conduct was in, or not opposed
to, the corporation's best interests, and (iii) in the case of a criminal
proceeding he had no reasonable cause to believe his conduct was unlawful;
provided, however, that (x) in the case of an action by or in the right of the
corporation, indemnification is limited to reasonable expenses incurred in
connection with the proceeding and (y) the corporation may not, unless
authorized by a court of
 
                                      108

competent jurisdiction, indemnify an individual (A) in connection with a
proceeding by or in the right of the corporation in which the individual was
adjudged liable to the corporation, or (B) in connection with any other
proceeding in which the individual is adjudged liable on the basis that he
derived an improper personal benefit. In a judicial proceeding under the
foregoing clause (y), in order to authorize indemnification the court must
determine that the individual is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances. A director or officer
is entitled to mandatory indemnification if he was successful, on the merits or
otherwise, in the defense of any proceeding, or in the defense of any claim,
issue or matter in the proceeding, against the reasonable expenses incurred by
him in connection with the proceeding or claim with respect to which he was
successful. A corporation may also indemnify and advance expenses to an officer,
employee, fiduciary or agent to a greater extent if not inconsistent with public
policy and if provided for by the articles of incorporation, by-laws, general or
specific action of its board of directors or contract. See 'THE
MERGER--Interests of Certain Persons.'
 
     SP.  The DGCL provides that a director, employee, officer or agent of a
Delaware corporation may be indemnified against liability (other than in an
action by or in the right of the corporation) and other costs incurred by such
person in connection with such proceeding, provided such person acted in good
faith and in a manner such person reasonably believed to be in, or at least not
opposed to, the best interests of the corporation, and, with respect to any
criminal proceeding, had no reason to believe the conduct was unlawful. For
actions or suits brought by or in the name of the corporation, the DGCL provides
that a director, employee, officer or agent of a corporation may be indemnified
against expenses incurred by such person in connection with such proceeding if
such person acted in good faith and in a manner such person reasonably believed

to be in, or at least not opposed to, the best interests of the corporation,
except that if such person is adjudged to be liable to the corporation, such
person can be indemnified if and only to the extent that a court determines that
despite the adjudication of liability, in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court shall deem proper. See 'THE MERGER--Interests of Certain
Persons.'
 
  Liability
 
     UP.  The UBCA provides that a director or officer of a Utah corporation is
not liable to the corporation or its shareholders for any action taken, or any
failure to take any action, as an officer or director, as the case may be,
unless (i) the director or officer has breached or failed to perform the duties
of the office which generally require that the director or officer acted (A) in
good faith, (B) with the care an ordinarily prudent person in like position
would exercise under similar circumstances and (C) in a manner the director or
officer reasonably believes to be in the best interests of the corporation and
(ii) the breach or failure to perform constitutes gross negligence, willful
misconduct, or intentional infliction of harm on the corporation or the
shareholders. The UBCA permits a corporation to eliminate or limit the liability
of a director to the corporation or its shareholders for monetary damages for
any action taken or failure to take any action, as a director, except liability
for (i) the amount of a financial benefit received by a director to which he is
not entitled; (ii) an intentional infliction of harm on the corporation or its
shareholders; (iii) voting for or assenting to an unlawful distribution of
assets as defined under the UBCA or (iv) an intentional violation of criminal
law. The UP Articles of Incorporation provide that to the fullest extent
permitted by the UBCA as now, or as it may in the future be, in effect, no
director shall be liable to the corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director.
 
     SP.  The DGCL provides that a corporation may include, in its articles or
certificate of incorporation, a provision which limits or eliminates the
personal liability of a director to the corporation and its stockholders or
stockholders for monetary damages for such person's conduct as a director,
provided that such provision may not so limit a director's liability (i) for a
breach of his or her duty of loyalty to the corporation or its stockholders;
(ii) for acts or omissions not in good faith or involving intentional misconduct
or a knowing violation of law; (iii) for unlawful payments of dividends, certain
stock repurchases or redemptions; or (iv) for any transaction from which the
director derived an improper personal benefit. The SP Certificate of
Incorporation provides that, to the fullest extent permitted by the DGCL, as it
exists or may hereafter be amended, a director shall not be liable to SP or its
stockholders for monetary damages for breach of fiduciary duty as a director.
 
                                      109

REPURCHASE AND REDEMPTION OF SHARES
 
     UP.  The UBCA provides that a corporation may acquire its own shares and
provides that shares so acquired constitute authorized but unissued shares;
provided, however, that no repurchase may be made if, after giving effect to the
repurchase (i) the corporation would not be able to pay its debts as they become

due in the usual course of business or (ii) the corporation's total assets would
be less than the sum of its total liabilities plus, unless the articles of
incorporation permit otherwise, the amount that would be needed, if the
corporation were to be dissolved at the time of the repurchase or redemption, to
satisfy the preferential rights upon dissolution of shareholders whose
preferential rights are superior to those whose shares are being repurchased or
redeemed.
 
     SP.  The DGCL provides that a corporation may redeem or repurchase any of
its shares for cash, or other property, including debt securities, except when
the capital of the corporation is impaired, or when such repurchase or
redemption would impair the capital of the corporation.
 
PAYMENT OF DIVIDENDS TO STOCKHOLDERS
 
     UP.  The UBCA generally provides that the board of directors may authorize
and the corporation may make distributions to shareholders provided that no
distribution may be made if after giving effect to the dividend (i) the
corporation would not be able to pay its debts as they become due in the usual
course of business or (ii) the corporation's total assets would be less than the
sum of its total liabilities plus, unless the articles of incorporation permit
otherwise, the amount that would be needed, if the corporation were to be
dissolved at the time of the distribution, to satisfy the preferential rights
upon dissolution of shareholders whose preferential rights are superior to those
receiving the distribution. The UP Articles of Incorporation provide that the
holders of UP Common Stock are entitled to dividends subject to the preferential
rights of the UP Preferred Stock, to the extent permitted by law, as may be
declared from time to time by the Board of Directors of UP and the holders of UP
Common Stock have the exclusive right to receive any dividends which may be
declared payable in stock of UP of any class or in property.
 
     SP.  The DGCL provides that a corporation, subject to any restrictions in
its certificate of incorporation, may declare and pay dividends upon its shares
of capital stock either out of its surplus (as determined under the statute) or,
in the event there is no such surplus, out of its net profits for the fiscal
year in which the dividend is declared and/or the preceding fiscal year. Further
restrictions on dividends apply in the event a corporation has issued shares
possessing a preference upon the distribution of assets. The SP Certificate of
Incorporation grants to the Board of Directors the power to set dividend payment
dates and the rate at which they shall be paid on the SP Preferred Stock.
 
PREEMPTIVE RIGHTS
 
     UP.  The UBCA provides that the shareholders of a corporation do not have a
preemptive right to acquire the corporation's unissued shares except to the
extent the articles of incorporation so provide. The UP Articles of
Incorporation do not provide for preemptive rights.
 
     SP.  The DGCL provides that no stockholder of a Delaware corporation shall
have any preemptive right to subscribe to an additional issue of stock or to any
security convertible into such stock unless such right is expressly granted in
the articles or certificate of incorporation. The SP Certificate of
Incorporation expressly states that no stockholder of SP shall have any
preemptive rights.

AMENDMENTS TO ARTICLES OR CERTIFICATE OF INCORPORATION
 
     UP.  The UBCA provides that a corporation's board of directors may make
certain limited amendments to the articles of incorporation without the approval
of the shareholders. All other amendments must be submitted to the shareholders
for their approval with the recommendation of the board of directors unless the
board of directors determines that, because of conflicts of interest or other
special circumstances, it should make no recommendation and communicates to the
shareholders the basis for its determination not to make a recommendation. To be
approved the amendment must be approved by (i) a majority of the votes entitled
to be cast on the amendment by any voting group with respect to which the
amendment would create dissenters' rights; (ii) a majority of the votes entitled
to be cast on the amendment by any voting group with respect to which the
 
                                      110

amendment would materially and adversely affect the rights in respect of the
shares of the voting group because it (A) alters or abolishes a preferential
right of the shares, (B) creates, alters or abolishes a right in respect of
redemption, including a provision respecting a sinking fund, (C) alters or
abolishes a preemptive right of the holder of the shares to acquire shares or
other securities, (D) excludes or limits the right of the shares to vote on any
matter or to cumulate votes, other than a limitation by dilution through
issuance of shares or other securities with similar voting rights, or (E)
reduces the number of shares owned by a shareholder to a fraction of a share or
scrip if the fraction is to be acquired for cash or the scrip is to be voided;
and (iii) a plurality of the votes cast within each other separate voting group
entitled to vote on the amendment. The UBCA provides that holders of a class of
shares are entitled to vote as a separate voting group on a proposed amendment,
if shareholder voting is otherwise required on the proposed amendment, if it
would (i) increase or decrease the aggregate number of authorized shares of the
class, (ii) effect an exchange or reclassification of all or part of the shares
of the class into shares of another class, (iii) effect an exchange or
reclassification, or create the right of exchange, of all or part of the shares
of another class into shares of the class, (iv) change the designations, rights,
preferences, or limitations of all or part of the shares of the class, (v)
change the shares of all or part of the class into a different number of shares
of the same class, (vi) create a new class of shares having rights or
preferences with respect to distributions or on dissolution that are prior,
superior, or substantially equal to the shares of the class, (vii) increase the
rights, preferences, or number of authorized shares of any class that, after
giving effect to the amendment, have rights or preferences with respect to
distributions or on dissolution which are prior, superior, or substantially
equal to the shares of the class, (viii) limit or deny an existing preemptive
right of all or part of the shares of the class or (ix) cancel or otherwise
affect rights to distributions or dividends that have accumulated but not yet
been declared on all or part of the shares of the class. The UP Articles of
Incorporation provide that, subject to the protective conditions and
restrictions of any outstanding UP Preferred Stock, any amendment which
increases or decreases the authorized capital stock of any class may be approved
by the affirmative vote of a majority of the outstanding shares of the voting
stock of the corporation. The UP Articles of Incorporation provide that the UP
Preferred Stock may vote as a separate voting group on certain matters which

would be effected through an amendment of the UP Articles of Incorporation. See
'Authorized Capital Stock--Preferred Stock.' The UP Articles of Incorporation
also provide that any amendment to Article 5 (relating to removal of directors)
and Article 7 (relating to the number of directors and classification of the
board of directors) may only be made with the affirmative vote of the holders of
at least 66 2/3% of the shares of capital stock entitled to vote on the
amendment. The UP Articles of Incorporation also provide that certain amendments
to Article 8 (relating to transactions between UP and certain of its
shareholders) may only be made with the approval of a majority of the voting
stock, excluding any shares held by any Interested Stockholder. See 'Stockholder
Approval of Certain Extraordinary Transactions--UP.'
 
     SP.  The DGCL provides that amendments to the certificate of incorporation
must be approved by a resolution of the board of directors declaring the
advisability of the amendment, and by the affirmative vote of a majority of the
outstanding shares entitled to vote and by a majority of the outstanding stock
of each class entitled to vote separately as a class on the amendment. If an
amendment would increase or decrease the number of authorized shares of a class,
increase or decrease the par value of the shares of a class or alter or change
the powers, preferences or other special rights of a class of outstanding shares
so as to adversely affect the class, then a majority of shares of that class
also must approve the amendment. Holders of Exchangeable Preferred Stock are
entitled to vote as a separate class on certain matters which would affect their
rights and which would be effected through an amendment to the SP Certificate of
Incorporation. See 'Authorized Capital Stock--Preferred Stock.'
 
AMENDMENTS TO BY-LAWS
 
     UP.  The UBCA provides that generally the board of directors may amend a
corporation's by-laws at any time, except to the extent that a corporation's
articles or certificate of incorporation, a corporation's by-laws, or the UBCA
reserves such power exclusively to a corporation's shareholders. The UBCA
provides that shareholders may amend a corporation's by-laws at any time, even
though the by-laws may also be amended at any time by the board of directors.
The UP By-laws provide that, except as otherwise provided by Utah law, the UP
By-laws may be altered, amended or repealed at a general meeting of the
shareholders by a majority vote of those present in person or by proxy or at any
meeting of the Board of Directors by a majority vote of all the members of the
Board.
 
                                      111

     SP.  The DGCL provides that stockholders may amend the by-laws of a
corporation, provided that the corporation may, in its articles or certificate
of incorporation, also confer such power upon the board of directors. The SP
Certificate of Incorporation provides that the SP Board of Directors may adopt,
amend or repeal the SP By-laws; provided, however, that such power does not
divest nor limit the power of the stockholders to do the same.
 
STOCKHOLDER APPROVAL OF CERTAIN EXTRAORDINARY TRANSACTIONS
 
     The DGCL and the UBCA both generally provide that a merger, consolidation
(in the case of the DGCL), share exchange (in the case of the UBCA), sale, lease
or exchange of all or substantially all of a corporation's assets may be

effected upon a vote of the holders of a majority of a corporation's outstanding
shares. In the case of the UBCA, voting by voting groups is required for a
merger if the plan of merger contains a provision which would affect a class of
shares in a way which would require group voting for an amendment adding such a
provision to the articles of incorporation. See '--Amendments to Articles or
Certificate of Incorporation.' Generally, neither the DGCL nor the UBCA requires
a stockholder vote of the surviving corporation in a merger if (i) the merger
does not amend the existing certificate of incorporation, (ii) each outstanding
share of the surviving corporation before the merger is unchanged or, in the
case of the DGCL, becomes a treasury share of the surviving corporation, (iii)
in the case of the DGCL, the number of shares to be issued by the surviving
corporation in the merger does not exceed 20% of the shares outstanding
immediately prior to such issuance and (iv) in the case of the UBCA, neither
'voting shares' (shares entitled to vote unconditionally in the election of
directors) nor 'participating shares' (shares entitled to participate without
limitation in distributions) of the surviving corporation issued as a result of
the merger exceeds 20% of voting shares or participating shares, respectively,
outstanding immediately prior to the Merger.
 
     The DGCL provides that certain business combinations (generally mergers,
consolidations and sales of 10% or more of a corporation's assets) between
Delaware corporations and 'Interested Stockholders' are prohibited. As defined
under the DGCL, 'Interested Stockholders' include, among others, persons who
beneficially own 15% or more of the outstanding stock of a corporation. The DGCL
bars business combinations between an Interested Stockholder and the corporation
for a period of three years after any such person or group has become an
Interested Stockholder. The DGCL contains exceptions to the prohibition which
allows such combinations if, as a result of the transaction which causes a
person to become an Interested Stockholder, such person owned 85% or more of the
outstanding voting stock (with certain exceptions at the time the transaction
commenced). Another provision exempts from the coverage of the DGCL any
transaction approved by the corporation's board of directors and two-thirds of
the outstanding voting stock not held by the Interested Stockholder. See 'OTHER
LEGAL MATTERS; REGULATORY APPROVAL--State Takeover Statutes.'
 
     Although the UBCA has no provisions similar to the DGCL provision described
in the immediately preceding paragraph, Utah law affords a different type of
protection against unsolicited takeovers. The Utah Control Shares Acquisitions
Act (the 'Utah Control Shares Act') provides that 'control shares' of an
'issuing public corporation' (other than a corporation whose articles of
incorporation or bylaws provide that the Utah Control Shares Act shall not be
applicable to such corporation) which are acquired in a 'control share
acquisition' shall have no voting rights unless such rights are granted by a
resolution approved by the shareholders of the 'issuing public corporation' who
are not (i) the acquiring person or members of his group, (ii) officers of the
'issuing public corporation' or (iii) persons who are both an employee and
director of the 'issuing public corporation.'
 
     Under Utah law, the term 'control share acquisition' is generally defined
as the acquisition, directly or indirectly, by any person of ownership of, or
the power to exercise or direct the exercise of voting power with respect to,
issued and outstanding 'control shares.' The term 'control shares' is defined as
shares which, when added to all other shares of the corporation owned by such
person or in respect of which such person may exercise or direct the exercise of

voting power, would entitle that person, immediately after the acquisition of
the shares (directly or indirectly, alone or as a part of a group), to exercise
or direct the exercise of voting power of the issuing public corporation in the
election of directors within any of the following ranges of voting power: (1)
one-fifth or more but less than one-third of all voting power, (2) one-third or
more but less than a majority of all voting power, or (3) a majority or more of
all voting power.
 
     The term 'issuing public corporation' is defined as a corporation which is
organized under the laws of Utah and has (i) 100 or more shareholders; (ii) its
principal place of business, its principal office, or substantial
 
                                      112

assets in Utah; and (iii) either (A) more than 10% of its shareholders resident
in Utah, (B) more than 10% of its shares owned by Utah residents or (C) 10,000
shareholders resident in the state. In determining whether a corporation is an
'issuing public corporation,' the residence of the shareholder is presumed to be
the address appearing in the records of the corporation and shares held by banks
or other depository institutions (other than as guardian or trustee), brokers or
nominees are disregarded.
 
     If the shareholders of a corporation vote to approve the exercise of voting
rights by the 'acquiring person' and the 'acquiring person' has acquired
'control shares' with a majority or more of all of the voting power, then the
shareholders of the 'issuing public corporation' are entitled to appraisal
rights. UP does not presently come within the definition of an 'issuing public
corporation' and accordingly the Utah Control Share Act is not applicable to it
at present.
 
     UP.  The UP Articles of Incorporation provide that, in addition to any
affirmative vote required by the UBCA, a Business Combination shall require the
affirmative vote of not less than a majority of the votes entitled to be cast by
the holders of outstanding shares of voting stock excluding voting stock
beneficially owned by any Interested Shareholder. The UP Articles of
Incorporation contain exceptions to the prohibition which allow such
combinations (i) if the Business Combination shall have been approved by a
majority of the Continuing Directors; or (ii) if, among other requirements, the
aggregate value to be received per share by holders of UP Common Stock shall be
at least equal to the highest amount determined under the following: (a) the
highest per share price paid by the Interested Shareholder within the two-year
period immediately prior to (x) the first public announcement of the proposed
Business Combination or (y) in the transaction in which it becomes an Interested
Shareholder, whichever is higher; and (b) the fair market value per share of UP
Common Stock on the announcement date of the Business Combination or the date on
which the Interested Shareholder becomes an Interested Shareholder, whichever is
higher.
 
     The term 'Interested Shareholder' is generally defined as any person who
beneficially owns 10% or more of the votes entitled to be cast by the holders of
all the then outstanding shares of voting stock. The term 'Continuing Director'
is generally defined as any member of the Board of Directors who is not an
affiliate, associate or representative of an Interested Shareholder and was a
member of the Board of Directors prior to the time that an Interested

Shareholder became an Interested Shareholder or is a successor of a Continuing
Director who is recommended or elected to succeed the Continuing Director by a
majority of the Continuing Directors. The term 'Business Combination' is
generally defined as (i) any merger of UP or any of its subsidiaries with the
Interested Shareholder or any other company which is or after the merger would
be an associate or affiliate of the Interested Shareholder, (ii) any sale,
lease, exchange, mortgage, transfer or other disposition, loan, guaranty, joint
venture participation, or other arrangement with or for the benefit of any
Interested Shareholder or any associate or affiliate of the Interested
Shareholder involving assets, securities or commitments of UP, any UP
subsidiary, or any Interested Shareholder or any associate or affiliate of any
Interested Shareholder having an aggregate value or amount equal to or in excess
of $50 million or, with respect to certain transactions, constituting more than
5% of the book value of the total assets of UP or, with respect to certain
transactions, constituting 5% of the shareholder's equity of UP, (iii) the
adoption of any plan or proposal for the liquidation or dissolution of UP which
is voted for or consented to by the Interested Shareholder, (iv) any
reclassification of securities or recapitalization of UP that has the effect of
increasing the proportionate ownership of the Interested Shareholder, or (v) any
agreement, contract, or arrangement providing for any one or more of the actions
specified in the foregoing clauses (i) to (iv).
 
     SP.  The SP Certificate of Incorporation has no provision similar to the UP
Articles of Incorporation provision described in the immediately preceding
paragraph.
 
DISSENTERS' RIGHTS
 
     UP.  The UBCA provides for dissenters' rights in a variety of transactions
including: (i) any plan of merger to which a corporation is a party requiring a
shareholder vote or in which a corporation is merged into its parent and no vote
of the shareholders of the subsidiary corporation is required under the UBCA;
(ii) certain sales, leases, exchanges or other dispositions of all or
substantially all of the assets of a corporation or a subsidiary; (iii) share
exchanges where the corporation is the acquired corporation and (iv) in
connection with certain 'control share acquisitions.' See 'Stockholder Approval
of Certain Extraordinary Transactions.' However, except to the
 
                                      113

extent otherwise provided by the Board of Directors, shareholders are not
entitled to dissenters' rights in connection with a merger, share exchange or
sale of assets if (i) their stock is either listed on a national securities
exchange or on the National Market System of NASDAQ or held of record by 2,000
or more shareholders and (ii) the shareholders will receive for their shares
only (a) shares of the corporation surviving the consummation of the plan of
merger or share exchange, (b) shares of a corporation whose shares are listed on
a national securities exchange or the National Market System of NASDAQ or held
of record by more than 2,000 holders, or (c) cash in lieu of fractional shares
or any combination thereof. UP Common Stock currently is listed for trading on
the NYSE and has more than 2,000 shareholders of record.
 
     SP.  The DGCL provides for appraisal rights in the case of a statutory
merger, and consolidation (or sale of substantially all the assets of a

corporation, if provided for in the certificate of incorporation) except that
such rights are not available (i) for shares of stock of the surviving
corporation if no vote of its stockholders is required for such transaction
under the DGCL, unless otherwise provided in the articles or certificate of
incorporation, (ii) for shares of stock listed on a national securities
exchange, designated on NASDAQ or held of record by more than 2,000 stockholders
or (iii) stockholders are not required by the terms of the merger or
consolidation to accept anything in consideration other than shares of stock of
the surviving corporation, shares of stock of another corporation which are all
listed on a national securities exchange or designated on NASDAQ or held by such
number of record holders, cash in lieu of fractional shares of such stock, or
any combination thereof. The SP Certificate of Incorporation does not provide
for greater appraisal rights than those set forth in the DGCL. See 'THE
MERGER--Absence of Dissenters' Rights.'
 
SPECIAL MEETING OF STOCKHOLDERS
 
     UP.  The UBCA provides that special meetings of a corporation's
shareholders may be called by the board of directors or such other persons
authorized by the by-laws to call a special meeting or by the holders of at
least one-tenth of all the votes entitled to be cast on any issue proposed to be
considered at the special meeting. The UP By-laws provide that special meetings
may be called by the Board of Directors or by the Executive Committee.
 
     SP.  The DGCL provides that special meetings of stockholders of a
corporation may be called by the board of directors or by such persons as are
authorized by the corporation's articles or certificate of incorporation or by-
laws provided that notice of such stockholders' meeting is given to all
stockholders of record entitled to vote thereon not less than 10 nor more than
60 days prior to the meeting. The SP By-laws provide that such meetings may be
called by the Chairman or the President or Board of Directors, and shall be
called by the Chairman or the President at the request of stockholders owning
not less than a majority of all shares issued and outstanding and entitled to
vote at the meeting.
 
STOCKHOLDER CONSENT TO ACTION WITHOUT A MEETING
 
     UP.  The UBCA generally provides that, with respect to corporations in
existence on July 1, 1992, action may not be taken by the written consent of
less than all of the shareholders entitled to vote on the subject matter of the
action until the date a resolution providing otherwise is approved either (i) by
the consent of all shareholders entitled to vote on the subject matter of the
resolution or (ii) at a meeting of the shareholders by the vote of a number of
shareholders equal to the number of shareholders who would be required to
approve an amendment to the articles of incorporation including such provision.
UP was in existence on July 1, 1992 and no such action has been taken by the
shareholders of UP.
 
     SP.  The DGCL provides that, unless otherwise provided in the articles or
certificate of incorporation, any action which may be taken at any meeting of
stockholders may be taken without a meeting, prior notice or a vote, if written
consents setting forth the action taken are signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to take such action if the action were taken at a meeting. The SP By-laws

provide for such actions by written consent.
 
                                      114

LIQUIDATION RIGHTS
 
     UP.  The UBCA provides that after filing articles of dissolution and as
part of the process of liquidating and winding up its affairs a corporation may,
after discharging or providing for the discharge of its liabilities, distribute
its remaining property among its shareholders according to their interests.
Under the UBCA, a corporation may create one or more classes or series of shares
entitled to a preference on liquidation thereby entitling such class to be paid
an amount out of the assets of the corporation available to the shareholders of
the corporation in advance of one or more other classes or series of shares.
Under the UP Articles of Incorporation and the UBCA, the Board of Directors of
UP, in establishing the rights, powers and preferences of a series of the
Preferred Stock, may establish such a liquidation preference.
 
     SP.  Generally, under the DGCL, a corporation may create one or more
classes or series of stock which classes or series may have such preferences as
shall be stated and expressed in the certificate of incorporation or in the
resolution adopted by the board of directors providing for the issue of such
stock pursuant to authority expressly vested in it by the provisions of its
certificate of incorporation. These preferences may include a priority on the
distribution of assets in liquidation. The SP Certificate of Incorporation
provides for distribution to holders of SP Preferred Stock of preferential or
other payment over SP Common Stock upon the liquidation, dissolution or winding
up of SP.
 
                                    EXPERTS
 
     The consolidated financial statements of UP incorporated in this Joint
Proxy Statement/Prospectus by reference from the Annual Report on Form 10-K of
UP for the year ended December 31, 1994 have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report, which contains an
explanatory paragraph describing changes in accounting principles and which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
 
     The consolidated financial statements of SP incorporated in this Joint
Proxy Statement/Prospectus by reference from the Annual Report on Form 10-K of
SP for the year ended December 31, 1994 have been audited by KPMG Peat Marwick
LLP, independent auditors, for the periods indicated in their report, which
contains an explanatory paragraph describing changes in accounting principles
and which is incorporated herein by reference, and have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
 
                                 LEGAL OPINION
 
     The validity of the shares of UP Common Stock to be issued in connection
with the Merger offered hereby will be passed upon by Parsons Behle & Latimer.

                            STOCKHOLDERS' PROPOSALS
 
     If the Merger is not approved at the Special Meeting, it is presently
anticipated that SP will hold its 1996 Annual Meeting on or about
               , 1996. Any stockholder wishing to submit a proposal to SP for
consideration for inclusion in its proxy statement relating to its 1996 Annual
Meeting of Stockholders must deliver such proposal to SP by November 28, 1995.
 
                                      115

                                                                         ANNEX A
 
                       GLOSSARY OF CERTAIN DEFINED TERMS
 
     The following terms used in the Joint Proxy Statement/Prospectus are
defined below:
 
     'Acquired Shares' shall mean the 39,034,471 Shares UP Acquisition acquired
pursuant to the Offer.
 
     'Anschutz/Resources RRA' shall mean the Registration Rights Agreement,
dated as of August 3, 1995, by and among Resources, TAC and the Foundation.
 
     'Anschutz/Resources Shareholders Agreement' shall mean the Shareholders
Agreement, dated as of August 3, 1995, by and among Resources and the Anschutz
Shareholders.*
 
     'Anschutz Shareholder Designee' shall mean Mr. Anschutz or another
individual selected by TAC and reasonably acceptable to the Board of Directors
of UP.
 
     'Anschutz Shareholders' shall mean Mr. Anschutz, TAC and the Foundation.
 
     'Anschutz Shareholders Agreement' shall mean the Shareholders Agreement,
dated as of August 3, 1995, by and among UP, UP Acquisition and the Anschutz
Shareholders.*
 
     'Anschutz/UP RRA' shall mean the Registration Rights Agreement, dated as of
August 3, 1995, by and among UP, TAC and the Foundation.
 
     'Antitrust Division' shall mean the Antitrust Division of the Department of
Justice.
 
     'Articles of Merger' shall mean the articles of merger, with respect to the
Merger, duly filed with the Division of Corporations and Commercial Code of the
State of Utah.
 
     'Average UP Share Price' shall mean the average closing sales price,
rounded to four decimal points, of UP Common Stock as reported on the New York
Stock Exchange Composite Tape, for the twenty consecutive trading days ending on
the trading day which is five trading days prior to the Effective Time.
 
     'Banks' shall mean Bank of America National Trust and Savings Association
and Citibank, N.A., collectively.
 
     'BNSF' shall mean Burlington Northern Railroad Company and The Atchison,
Topeka and Santa Fe Railroad Company, collectively.
 
     'BNSF Agreement' shall have the meaning ascribed to such term in the Joint
Proxy Statement/Prospectus under the heading entitled 'OTHER LEGAL MATTERS;
REGULATORY APPROVAL--ICC Approval.'
 
     'Business Combination' shall mean a merger, consolidation, sale, lease or

exchange of all or substantially all of a company's assets.
 
     'Carriers' shall mean carriers subject to the jurisdiction of the ICC.
 
     'Cash Consideration' shall mean $25.00 in cash, without interest.
 
     'Cash Election' shall mean an election of a holder of Shares to receive the
Cash Consideration pursuant to the Merger.
 
     'Certificate of Merger' shall mean the certificate of merger with respect
to the Merger, duly filed with the Secretary of State of the State of Delaware.
 
     'CNWR' shall mean Chicago and North Western Railway Company, a Delaware
corporation.
 
- ------------------
 * Conformed to reflect certain clarifications set forth in a Clarification of
   Anschutz Shareholders Agreement and Anschutz/Spinco Shareholders Agreement,
   dated as of August 3, 1995, by and among Union Pacific Corporation, UP
   Acquisition Corporation, Union Pacific Resources Group Inc., The Anschutz
   Corporation, Anschutz Foundation and Mr. Philip F. Anschutz, which has been
   filed as an exhibit to the Registration Statement.
 
                                      A-1

     'Code' shall mean the Internal Revenue Code of 1986, as amended.
 
     'Commission' shall mean the Securities and Exchange Commission.
 
     'Comparable Company Analysis' shall mean the analysis of a company's
operating performance relative to a group of publicly traded peers.
 
     'Competing Business' shall mean a company or entity affiliated with any of
the Anschutz Shareholders which competes in any way with, or is a potential
competitor of, Resources.
 
     'Consideration' shall mean the Offer Consideration and the Merger
Consideration, collectively.
 
     'Continuing Director' shall mean any member of the Board of Directors who
is not an affiliate or representative of an Interested Shareholder and was a
member of the UP Board of Directors prior to the time that an Interested
Shareholder became an Interested Shareholder.
 
     'Conversion Fraction' shall mean the conversion in the Merger into .4065 of
a share of UP Common Stock of each Share covered by a Stock Election.
 
     'CS First Boston' shall mean CS First Boston Corporation, UP's financial
advisor.
 
     'Customary Action' shall mean an action taken which occurs in the ordinary
course of the relevant person's business and where the taking of such action is
generally recognized as being customary and prudent for other major enterprises
in such person's line of business.

     'Debt Securities' shall mean long or short-term debt securities including
commercial paper notes.
 
     'DGCL' shall mean the Delaware General Corporation Law.
 
     'Economic Disposition' of shares of UP Voting Securities shall mean (i) any
transaction or arrangement (including an outright sale) that would be treated as
a sale, exchange or other taxable disposition for United States federal income
tax purposes of shares of UP Voting Securities received in the Merger and (ii)
any transaction or arrangement (or combination of transactions or arrangements)
entered into by or on behalf of TAC or its Affiliates that reduces the economic
benefits and burdens to TAC of owning shares of UP Voting Securities (including
any swap transaction, notional principal contract or the acquisition or grant of
any calls, puts or other options, whether or not cash settlement is permitted or
required) to such an extent that such transaction or arrangement causes TAC not
to satisfy the 'continuity of proprietary interest' requirement under Section
368 of the Code with respect to such shares.
 
     'Effective Time' shall mean the time and date of the filing of the
Certificate of Merger and Articles of Merger with the Secretary of State of the
State of Delaware and the Division of Corporations and Commercial Code of the
State of Utah, respectively, or such time as is agreed upon by the parties and
specified in the Certificate of Merger and Articles of Merger.
 
     'Election Procedures' shall have the meaning ascribed to it in the Joint
Proxy Statement/Prospectus and the Form of Election.
 
     'Election' shall mean the right, subject to proration and the limitations
of each holder of Shares (other than Shares owned by SP as treasury stock and
Shares owned by UP, UP Acquisition, UPRR or any other direct or indirect wholly
owned subsidiary of UP, which Shares will be cancelled and retired at the
Effective Time) to elect to receive the Stock Consideration, the Cash
Consideration or a combination thereof.
 
     'Election Deadline' shall mean the date announced by UP, in a news release
delivered to the Dow Jones News Service, as the last day on which Forms of
Election will be accepted.
 
     'eligible purchaser' shall mean a person or entity that is not affiliated
with UP and which has all necessary regulatory authority, if any, to purchase
the Trust Stock.
 
     'Enhanced Severance Program' shall mean an enhanced severance program
established by SP and its subsidiaries pursuant to the Merger Agreement.
 
     'Exchange Act' shall mean the Securities Exchange Act of 1934, as amended.
 
                                      A-2

     'Exchange Agent' shall mean Citibank, N.A.
 
     'Exchangeable Preferred Stock' shall mean the 12% Cumulative Redeemable
Exchangeable Preferred Stock provided for by the SP Certificate of

Incorporation.
 
     'Existing Pledge Agreements' shall mean the pledge agreements,
substantially in the form reviewed by UP.
 
     'Facilities' shall mean the $1.4 Billion Facility, the $1.2 Billion
Facility and the $1.1 Billion Facility.
 
     'FASB' shall mean the Financial Accounting Standards Board.
 
     'Fiduciary-out Termination Provisions' shall mean the termination sections
of the Merger Agreement.
 
     'Foundation' shall mean the Anschutz Foundation, a Colorado not-for-profit
corporation.
 
     'FTC' shall mean the Federal Trade Commission.
 
     'group' shall have the meaning ascribed to it in Section 13(d)(3) of the
Exchange Act.
 
     'HSR Act' shall mean the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.
 
     'IBES' shall mean the Institutional Brokers Estimate System.
 
     'IBES Case' shall mean the IBES projected earnings growth rates.
 
     'ICA' shall mean the Interstate Commerce Act.
 
     'ICC' shall mean the Interstate Commerce Commission.
 
     'ICC Application' shall mean the application UP, SP and various of their
affiliates filed with the ICC on November 30, 1995.
 
     'Inadvertent Acquisition' shall mean the event that a Shareholder or an
Affiliate inadvertently and without knowledge indirectly acquires Beneficial
Ownership of not more than one-quarter of one percent of the UP Voting
Securities in excess of the amount permitted to be owned by the Anschutz
Shareholders.
 
     'Indemnified Liability' shall mean any claim, liability, loss, damage, cost
or expense (whenever asserted or claimed).
 
     'Indemnified Party' shall mean each director, officer, employee or agent of
SP.
 
     'Initial Surviving Corporation' shall mean the surviving corporation in the
UP Acquisition Merger.
 
     'Interested Shareholder' shall mean any person who beneficially owns 10% or
more of the votes entitled to be cast by the holders of all the then outstanding
shares of voting stock.

     'Interested Stockholder' shall include, among others, a person beneficially
owning 15% or more of a corporation's voting stock.
 
     'IPO' shall mean the initial public offering of the Resources Common Stock.
 
     'IRS' shall mean the Internal Revenue Service.
 
     'July SP Projections' shall mean the updated financial projections for 1995
and 1996 furnished to UP by SP in late July.
 
     'Laidlaw' shall mean Laidlaw Inc.
 
     'LIBOR' shall mean the London Interbank Offered Rate.
 
     'MCP' shall mean Management Continuity Plan.
 
     'March SP Projections' shall mean certain financial projections for 1995
through 1999 prepared by management of SP as a long range plan.
 
     'MCP Awards' shall mean certain payments described in the Merger Agreement
to certain Nonagreement Employees of SP or its subsidiaries.
 
                                      A-3

     'Merger' shall mean the proposed merger of SP and UP, pursuant to which SP
will be merged into UPRR.
 
     'Merger Agreement' shall mean the Agreement and Plan of Merger, dated as of
August 3, 1995, by and among UP, UP Acquisition, UPRR and SP.*
 
     'Merger Consideration' shall mean the Cash Consideration and Stock
Consideration, collectively.
 
     'Mergers' shall mean the merger consummated by SP and the Initial Surviving
Corporation and the UP Acquisition Merger.
 
     'Morgan Stanley' shall mean Morgan Stanley & Co. Incorporated, financial
advisor to SP.
 
     'MPRR' shall mean Missouri Pacific Railroad Company, a Delaware
corporation.
 
     'Mr. Anschutz' shall mean Mr. Philip F. Anschutz, Chairman of the Board of
SP.
 
     'MSLEF' shall mean the Morgan Stanley Leveraged Equity Fund II, L.P., a
Delaware limited partnership.
 
     'MSLEF II' shall the mean Morgan Stanley Leveraged Equity Fund II, Inc.
 
     'MSLEF Shareholder Agreement' shall mean the Shareholder Agreement dated as
of August 3, 1995, by and among UP, UP Acquisition and MSLEF.
 
     'NASD' shall mean the National Association of Securities Dealers, Inc.

     'Nonagreement Employee' shall mean an employee who is not subject to a
collective bargaining agreement.
 
     'Non-Electing Share' shall mean each Share as to which an Election is not
in effect at the Election Deadline (other than Shares purchased pursuant to the
Offer).
 
     'NYSE' shall mean The New York Stock Exchange, Inc.
 
     'Offer' shall mean UP's offer to purchase Shares at a price of $25.00 per
Share, net to the seller in cash, without interest thereon.
 
     'Offer Consideration' shall mean $25.00 per Share in cash.
 
     'Other Financial Institutions' shall mean one or more financial
institutions (other than the Banks) that are not Affiliates of any Anschutz
Shareholder.
 
     'Overnite' shall mean Overnite Transportation Company.
 
     'Ownership Limit' shall mean the amount of shares of SP Voting Securities
Beneficially Owned immediately following the consummation of the Offer.
 
     'Proposed Transaction' shall mean any proposed transaction or arrangement
(combined with any other transactions or arrangements entered into by TAC)
relating to or involving any shares of UP Voting Securities in excess of the
Threshold Amount.
 
     'Purchase Notice' shall have the meaning ascribed to it in the section of
the Joint Proxy Statement/Prospectus entitled 'SHAREHOLDERS AGREEMENTS--Anschutz
Shareholders Agreement-- Limitations on Disposition.'
 
     'Railroad' shall mean UPRR and MPRR, collectively. The term 'Railroad' also
includes the operations of Chicago and North Western Railway Company, which was
merged into UPRR on October 1, 1995.
 
     'Record Date' shall mean the close of business on               , 1995.
 
- ------------------
* Conformed to reflect certain clarifications set forth in a Clarification of
  Agreement and Plan of Merger, dated as of August 3, 1995, by and among Union
  Pacific Corporation, UP Acquisition Corporation, Union Pacific Railroad
  Company and Southern Pacific Rail Corporation, which has been filed as an
  exhibit to the Registration Statement.
 
                                      A-4

     'Registration Statement' shall mean the registration statement on Form S-4
(together with any amendments thereto) filed by UP with the Commission.
 
     'Reorganization Continuity Period' shall mean a period of two years
commencing as of the Effective Time.

     'Representatives' shall mean the respective Affiliates and the respective
officers, directors, employees, associates, partners, investment bankers,
attorneys, accountants and other agents and representatives of the Anschutz
Shareholders and their subsidiaries and affiliates.
 
     'Resources' shall mean Union Pacific Resources Group Inc.
 
     'Resources Common Stock' shall mean the shares of common stock, no par
value per share, of Resources.
 
     'Resources Shareholder Designee' shall mean a designee of TAC who is not an
Affiliate of, and does not have any business relationship with, any of the
Anschutz Shareholders or their Affiliates, and is reasonably acceptable to the
Board of Directors of Resources.
 
     'Santa Fe' shall mean Santa Fe Pacific Corporation.
 
     'Section 203' shall mean Section 203 of the Delaware General Corporation
Law.
 
     'Securities Act' shall mean the Securities Act of 1933, as amended.
 
     'Shares' shall mean shares of SP common stock, par value $.001 per share.
 
     'SP' shall mean Southern Pacific Rail Corporation, a Delaware corporation.
 
     'SP Board' shall mean the Board of Directors of SP.
 
     'SP By-Laws' shall mean the by-laws of SP.
 
     'SP Certificate of Incorporation' shall mean SP's Revised Certificate of
Incorporation.
 
     'Special Meeting' shall mean the meeting to be held at
[                        , San Francisco, California on           , 1996].
 
     'Specified SP Transaction' shall mean any merger, consolidation, business
combination, tender or exchange offer, sale or purchase of assets, sale or
purchase of securities, dissolution, liquidation, reorganization, restructuring,
recapitalization, change in capitalization, change in corporate structure or
business or similar transaction involving SP or its subsidiaries.
 
     'Specified UP Transaction' shall mean any merger, consolidation, business
combination, tender or exchange offer, sale or purchase of assets, sale or
purchase of securities, dissolution, liquidation, reorganization, restructuring,
recapitalization, change in capitalization, change in corporate structure or
business or similar transaction involving UP or its subsidiaries (including
Resources).
 
     'SP EIP' shall mean the Southern Pacific Rail Corporation Equity Incentive
Plan.
 
     'Spin-Off' shall mean the pro rata distribution by UP to its stockholders
of Shares of Resources Common Stock.

     'SP Preferred Stock' shall mean the preferred stock of SP, par value $0.01
per share.
 
     'SPT' shall mean Southern Pacific Transportation Company, a Subsidiary of
UP.
 
     'Standstill Period' shall mean the period commencing on the date of the
Anschutz Shareholders Agreement and terminating on the seventh anniversary of
the Effective Time, or, if earlier, the termination of the Anschutz Shareholders
Agreement in accordance with the terms thereof.
 
     'Stock Consideration' shall mean .4065 of a share of UP Common Stock for
each Share exchanged.
 
     'Stock Election' shall mean an election to receive the Stock Consideration.
 
     'Sub Merger Effective Time' shall have the meaning ascribed to it in the
Merger Agreement.
 
     'Surviving Corporation' shall mean UPRR.
 
     'TAC' shall mean The Anschutz Corporation, a Kansas corporation.
 
                                      A-5

     'Takeover Proposal' shall mean, when used in connection with any person,
any tender or exchange offer involving the capital stock of such person, any
proposal for a merger, consolidation or other business combination involving
such person or any subsidiary of such person, any proposal or offer to acquire
in any manner a substantial equity interest in, or a substantial portion of the
business or assets of, such person or any subsidiary of such person, any
proposal or offer with respect to any recapitalization or restructuring with
respect to such person or any subsidiary of such person or any proposal or offer
with respect to any other transaction similar to any of the foregoing with
respect to such person or any subsidiary of such person other than pursuant to
the transactions to be effected pursuant to the Merger Agreement.
 
     'Threshold Amount' shall be an amount equal to the number of UP Voting
Securities received by TAC in the Merger multiplied by the following fraction:
the numerator is 20% and the denominator is (A) the percentage of outstanding SP
Common Stock held by TAC as of the date of the Anschutz Shareholders Agreement
minus (B) the percentage of outstanding SP Common Stock that TAC exchanges for
cash in the Offer or the Merger.
 
     'Trust Stock' shall mean the Acquired Shares deposited into the Voting
Trust.
 
     'Trustee' shall mean Southwest Bank of St. Louis, a Missouri banking
corporation.
 
     'UBCA' shall mean the Revised Utah Business Corporation Act.
 
     'UP' shall mean Union Pacific Corporation, a Utah corporation.

     'UP Acquisition' shall mean UP Acquisition Corporation, a direct wholly
owned subsidiary of UPRR and an indirect wholly owned subsidiary of UP.
 
     'UP Acquisition Common Stock' shall mean each issued and outstanding share
of common stock of UP Acquisition.
 
     'UP Acquisition Merger' shall mean the proposed merger between UPRR and UP
Acquisition.
 
     'UP Acquisition/SP RRA' shall mean the Registration Rights Agreement dated
as of August 3, 1995, by and among UP Acquisition and SP.
 
     'UP Articles of Incorporation' shall mean the UP Revised Articles of
Incorporation.
 
     'UP Board' shall mean the Board of Directors of UP.
 
     'UP By-laws' shall mean the by-laws of UP.
 
     'UP Common Stock' shall mean shares of UP common stock, par value $2.50 per
share.
 
     'UP Preferred Stock' shall mean shares of preferred stock, no par value, of
UP.
 
     'UP Shareholders' shall mean the shareholders of UP and the shareholders of
UP Acquisition, collectively.
 
     'UP Shareholders Agreement' shall mean the Shareholders Agreement dated as
of August 3, 1995, by and among UP, UP Acquisition and SP.*
 
     'UP Standstill Period' shall mean the period commencing on the date on
which the Merger Agreement is terminated in accordance with the terms thereof
other than pursuant to the Fiduciary-out Termination Provisions, and continuing
until the termination of the UP Shareholders Agreement in accordance with the
terms thereof.
 
     'UP Tech' shall mean Union Pacific Technologies, Inc.
 
     'UPRC' shall mean the Union Pacific Resources Company, the principal UP
subsidiary responsible for managing UP's natural resources business.
 
     'UPRR' shall mean the Union Pacific Railroad Company, a Utah corporation.
 
     'USPCI' shall mean USPCI, Inc.
 
     'Utah Control Shares Act' shall mean the Utah Control Shares Acquisition
Act.
 
- ------------------
* Conformed to reflect certain clarifications set forth in a Clarification of
  Parent Shareholders Agreement, dated as of August 3, 1995, by and among Union
  Pacific Corporation, UP Acquisition Corporation and Southern Pacific Rail

  Corporation, which has been filed as an exhibit to the Registration Statement.
 
                                      A-6

     'Voted Non-Shareholder Securities' shall mean the proportion of SP Voting
Securities that are not Beneficially Owned by UP Shareholders that vote.
 
     'Voting Period' shall have the meaning ascribed to it in the section of the
Joint Proxy Statement/Prospectus entitled 'SHAREHOLDERS AGREEMENTS--Anschutz
Shareholders Agreement-- Voting of Common Stock; Irrevocable Proxy; No
Solicitation.'
 
     'Voting Trust' shall refer to the voting trust described in the attached
Joint Proxy Statement/Prospectus.
 
     'Voting Trust Agreement' shall mean the Voting Trust Agreement, dated as of
August 3, 1995, by and among UP, UP Acquisition and the Trustee.
 
     '$1.1 Billion Facility' shall mean UP's $1.1 billion credit facility with
various commercial banks.
 
     '$1.2 Billion Facility' shall mean UP's $1.2 billion credit facility with
various commercial banks.
 
     '$1.4 Billion Facility' shall mean UP's $1.4 billion credit facility with
various commercial banks.
 
     '1995 SP Proxy Statement' shall mean SP's Proxy Statement for SP's 1995
Annual Meeting of Stockholders.
 
     '2% Sale' shall mean the transfer of any UP Voting Securities pursuant to
which the acquiror thereof, together with its Affiliates and any members of a
'group', would Beneficially Own in the aggregate 2% or more of the outstanding
UP Voting Securities.
 
     '2% Sale Notice' shall mean written notice to be provided to UP by the
Anschutz Shareholders of any proposed 2% Sale, which 2% Sale Notice shall
contain the identity of the purchaser, the number of shares of UP Voting
Securities proposed to be Transferred to such purchaser, the purchase price for
such shares and the form of consideration payable for such shares.
 
                                      A-7

                                                                         ANNEX B
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                         AGREEMENT AND PLAN OF MERGER*
                                  BY AND AMONG
                           UNION PACIFIC CORPORATION,
                          UP ACQUISITION CORPORATION,
                         UNION PACIFIC RAILROAD COMPANY
                                      AND
                       SOUTHERN PACIFIC RAIL CORPORATION
                                  DATED AS OF
                                 AUGUST 3, 1995
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
- ------------------
*Conformed to reflect certain clarifications set forth in a Clarification of
Agreement and Plan of Merger, dated as of August 3, 1995, by and among, Union
Pacific Corporation, UP Acquisition Corporation, Union Pacific Railroad Company
and Southern Pacific Rail Corporation, which has been filed as an exhibit to the
Registraiton Statement.

                               TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
                                                                      
ARTICLE I -- THE OFFER AND MERGER........................................    B-2
     Section 1.1       The Offer.........................................    B-2
     Section 1.2       Company Actions...................................    B-3
     Section 1.3       The Mergers.......................................    B-4
     Section 1.4       Effective Time....................................    B-4
     Section 1.5       Closing...........................................    B-5
     Section 1.6       Directors and Officers of Initial Surviving           
                         Corporation and the Surviving Corporation.......    B-5
     Section 1.7       Stockholders' Meeting.............................    B-5
     Section 1.8       Voting Trust......................................    B-5
 
ARTICLE II -- CONVERSION OF SHARES.......................................    B-6
     Section 2.1       Conversion of Shares..............................    B-6
     Section 2.2       Election Procedure................................    B-6
     Section 2.3       Issuance of Parent Common Stock and Payment of        
                         Cash Consideration; Proration...................    B-7
     Section 2.4       Issuance of Parent Common Stock...................    B-8
     Section 2.5       Payment of Cash Consideration.....................    B-9
     Section 2.6       Equity Incentive Plan.............................    B-9
     Section 2.7       Stock Transfer Books..............................    B-9
     Section 2.8       No Dissenter's Rights.............................    B-9
 
ARTICLE III -- REPRESENTATIONS AND WARRANTIES OF THE COMPANY.............   B-10
     Section 3.1       Organization......................................   B-10
     Section 3.2       Capitalization....................................   B-10
     Section 3.3       Corporate Authorization; Validity of Agreement;         
                         Company Action..................................   B-11
     Section 3.4       Consents and Approvals; No Violations.............   B-11
     Section 3.5       SEC Reports and Financial Statements..............   B-12
     Section 3.6       Absence of Certain Changes........................   B-12
     Section 3.7       No Undisclosed Liabilities........................   B-13
     Section 3.8       Information in Proxy Statement/Prospectus.........   B-13
     Section 3.9       Employee Benefit Plans; ERISA.....................   B-13
     Section 3.10      Litigation; Compliance with Law...................   B-15
     Section 3.11      No Default........................................   B-15
     Section 3.12      Taxes.............................................   B-15
     Section 3.13      Contracts.........................................   B-17
     Section 3.14      Assets; Real Property.............................   B-17
     Section 3.15      Environmental Matters.............................   B-17
     Section 3.16      Transactions with Affiliates......................   B-19
     Section 3.17      Opinion of Financial Advisor......................   B-19
 
ARTICLE IV -- REPRESENTATIONS AND WARRANTIES OF PARENT, UPRR AND SUB.....   B-19
     Section 4.1       Organization......................................   B-19

     Section 4.2       Capitalization....................................   B-20
     Section 4.3       Corporate Authorization; Validity of Agreement;      
                         Necessary Action................................   B-20
     Section 4.4       Consents and Approvals; No Violations.............   B-21
     Section 4.5       SEC Reports and Financial Statements..............   B-21
     Section 4.6       Absence of Certain Changes........................   B-21
     Section 4.7       No Undisclosed Liabilities........................   B-22
     Section 4.8       Information in Proxy Statement/Prospectus.........   B-22
     Section 4.9       Litigation; Compliance with Law...................   B-22
     Section 4.10      Employee Benefit Plan; ERISA......................   B-22
     Section 4.11      Taxes.............................................   B-22

                                       i

                                                                            PAGE
                                                                            ----
     Section 4.12      Environmental.....................................   B-23
                                                                      
     Section 4.13      Financing.........................................   B-23
     Section 4.14      Opinion of Financial Advisor......................   B-23
 
ARTICLE V -- COVENANTS...................................................   B-24
     Section 5.1       Interim Operations of the Company.................   B-24
     Section 5.2       Interim Operations of Parent......................   B-26
     Section 5.3       Access to Information.............................   B-26
     Section 5.4       Spinco Spin-off...................................   B-26
     Section 5.5       Consents and Approvals............................   B-27
     Section 5.6       Employee Benefits.................................   B-27
     Section 5.7       No Solicitation...................................   B-29
     Section 5.8       Additional Agreements.............................   B-29
     Section 5.9       Publicity.........................................   B-29
     Section 5.10      Notification of Certain Matters...................   B-29
     Section 5.11      Directors' and Officers' Insurance and               
                         Indemnification.................................   B-30
     Section 5.12      Rule 145 Affiliates...............................   B-30
     Section 5.13      Cooperation.......................................   B-31
     Section 5.14      Proxy Statement/Prospectus........................   B-31
     Section 5.15      Tax-Free Reorganization...........................   B-31
     Section 5.16      Restructuring.....................................   B-31
 
ARTICLE VI -- CONDITIONS.................................................   B-31
     Section 6.1       Conditions to the Obligations of Each Party.......   B-31
     Section 6.2       Conditions to the Obligations of Parent, UPRR and    
                         Sub.............................................   B-32
     Section 6.3       Conditions to the Obligations of the Company......   B-33
 
ARTICLE VII -- TERMINATION...............................................   B-34
     Section 7.1       Termination.......................................   B-34
     Section 7.2       Effect of Termination.............................   B-35
 
ARTICLE VIII -- MISCELLANEOUS............................................   B-35

     Section 8.1       Fees and Expenses.................................   B-35
     Section 8.2       Finders' Fees.....................................   B-35
     Section 8.3       Amendment and Modification........................   B-36
     Section 8.4       Nonsurvival of Representations and Warranties.....   B-36
     Section 8.5       Notices...........................................   B-36
     Section 8.6       Interpretation....................................   B-37
     Section 8.7       Counterparts......................................   B-37
     Section 8.8       Entire Agreement; No Third Party Beneficiaries;      
                         Rights of Ownership.............................   B-37
     Section 8.9       Severability......................................   B-37
     Section 8.10      Specific Performance..............................   B-37
     Section 8.11      Governing Law.....................................   B-37
     Section 8.12      Assignment........................................   B-37
 
Exhibit A  Anschutz Stockholder Agreement
Exhibit B  MSLEF Stockholder Agreement
Exhibit C  Anschutz/Parent Registration Rights Agreement
Exhibit D  Anschutz/Spinco Stockholder Agreement
Exhibit E  Anschutz/Spinco Registration Rights Agreement
Exhibit F  Parent Stockholder Agreement
Exhibit G  Parent/Company Registration Rights Agreement
Exhibit H  Form of Voting Trust Agreement
Exhibit I  Form of Affiliate Agreement

                                       ii

                          AGREEMENT AND PLAN OF MERGER
 
     AGREEMENT AND PLAN OF MERGER, dated as of August 3, 1995, by and among
Union Pacific Corporation, a Utah corporation ('Parent'), UP Acquisition
Corporation, a Delaware corporation and an indirect wholly owned subsidiary of
Parent ('Sub'), Union Pacific Railroad Company, a Utah corporation and an
indirect wholly owned subsidiary of Parent ('UPRR') and Southern Pacific Rail
Corporation, a Delaware corporation (the 'Company').
 
     WHEREAS, the Boards of Directors of Parent, UPRR Sub and the Company have
approved, and deem it advisable and in the best interests of their respective
stockholders to consummate, the acquisition of the Company by Parent upon the
terms and subject to the conditions set forth herein;
 
     WHEREAS, it is intended that the acquisition be accomplished by Sub
commencing a cash tender offer for Shares (as defined in Section 1.1) to be
followed by a merger of Sub with and into UPRR (the 'Sub Merger'), with UPRR
being the surviving corporation, which, in turn, will be followed by a merger of
the Company with and into UPRR (the 'Merger' and, together with the Sub Merger,
the 'Mergers');
 
     WHEREAS, as a condition and inducement to Parent's, UPRR's and Sub's
entering into this Agreement and incurring the obligations set forth herein,
concurrently with the execution and delivery of this Agreement, Parent is
entering into Stockholder Agreements with The Anschutz Corporation, a Kansas
corporation ('TAC'), Anschutz Foundation (the 'Foundation') and Philip F.
Anschutz ('Mr. Anschutz,' and together with TAC and the Foundation, the
'Anschutz Holders'), in the form of Exhibit A hereto (the 'Anschutz Stockholder
Agreement'), and Morgan Stanley Leveraged Equity Fund II, L.P., in the form of
Exhibit B hereto (the 'MSLEF Stockholder Agreement'), pursuant to which, among
other things, such stockholders have agreed to vote the Shares then owned by
such stockholder in favor of the Merger provided for herein and, in the case of
the Anschutz Holders, to abide by certain agreements relating to the shares of
Parent Common Stock (as defined in Section 1.7) to be received by the Anschutz
Holders in the Merger;
 
     WHEREAS, concurrently with the execution and delivery of this Agreement,
Parent, TAC and the Foundation are entering into a Registration Rights
Agreement, in the form of Exhibit C hereto (the 'Anschutz/Parent Registration
Rights Agreement'), pursuant to which, among other things, Parent will grant TAC
and the Foundation certain registration rights with respect to shares of Parent
Common Stock to be received by TAC and the Foundation in the Merger;
 
     WHEREAS, as a condition and inducement to Parent's and Sub's entering into
this Agreement and incurring the obligations set forth herein, and in
furtherance of Parent's proposed spin-off (the 'Spin-off') of shares of an
entity owning Parent's oil and gas exploration and production operations and
related assets ('Spinco') described in Section 5.4 hereof, concurrently with the
execution and delivery of this Agreement, Parent is causing Spinco to enter
into, and the Anschutz Holders are entering into, (a) an Agreement, in the form
of Exhibit D hereto (the 'Anschutz/Spinco Stockholder Agreement'), pursuant to
which, among other things, the Anschutz Holders have agreed to abide by certain
agreements relating to the shares of Spinco stock to be received by the Anschutz

Holders in the Spin-off, and (b) an Agreement, in the form of Exhibit E hereto
(the 'Anschutz/Spinco Registration Rights Agreement'), pursuant to which, among
other things, Spinco will grant TAC and the Foundation certain registration
rights with respect to shares of Spinco stock to be received by TAC and the
Foundation in the Spin-off, such agreements to be effective subject to, and only
upon consummation of, the Spin-off;
 
     WHEREAS, as a condition and inducement to the Company's, Parent's, UPRR's
and Sub's entering into this Agreement and incurring the obligations set forth
herein, concurrently with the execution and delivery of this Agreement, the
parties hereto are entering into an Agreement, in the form of Exhibit F hereto
(the 'Parent Stockholder Agreement' and, collectively with the Anschutz
Stockholder Agreement, the MSLEF Stockholder Agreement and the MSLEF/Spinco
Stockholder Agreement, the 'Stockholder Agreements'), pursuant to which, among
other things, the parties have made certain agreements relating to the Shares to
be purchased in the Offer (as defined in Section 1.1);
 
     WHEREAS, as a condition and inducement to Parent's, UPRR's and Sub's
entering into this Agreement and incurring the obligations set forth herein,
concurrently with the execution and delivery of this Agreement, the parties
hereto are entering into an Agreement, in the form of Exhibit G hereto (the
'Parent/Company Registration Rights Agreement' and, together with the
Anschutz/Parent Registration Rights Agreement, the
 
                                      B-1

Anschutz/Spinco Registration Rights Agreement and the Stockholder Agreements,
the 'Ancillary Agreements'), pursuant to which, among other things, the Company
will grant to Parent, UPRR and Sub certain registration rights with respect to
Shares to be purchased by Sub in the Offer;
 
     WHEREAS, the Board of Directors of the Company has approved the
transactions contemplated by this Agreement and the Ancillary Agreements in
accordance with the provisions of Section 203 of the Delaware General
Corporation Law (the 'DGCL') and has resolved to recommend the acceptance of the
Offer and the approval of the Merger by the holders of Shares; and
 
     WHEREAS, for United States federal income tax purposes, it is intended that
the Merger provided for herein shall qualify as a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the
'Code'), and the rules and regulations promulgated thereunder, and this
Agreement is intended to be and is adopted as a plan of reorganization within
the meaning of Section 368 of the Code;
 
     NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein and in
the Ancillary Agreements, the parties hereto agree as follows:
 
                                   ARTICLE I
 
                              THE OFFER AND MERGER
 
     Section 1.1 The Offer.  (a) As promptly as practicable (but in no event
later than five business days after the public announcement of the execution

hereof), Sub shall commence (within the meaning of Rule 14d-2 under the
Securities Exchange Act of 1934, as amended (the 'Exchange Act')) an offer (the
'Offer') to purchase for cash up to 39,034,471 shares of the issued and
outstanding common stock, par value $.001 per share (referred to herein as
either the 'Shares' or 'Company Common Stock'), of the Company at a price of
$25.00 per Share, net to the seller in cash (such price, or such higher price
per Share as may be paid in the Offer, being referred to herein as the 'Offer
Price'), subject to the conditions set forth in Annex A hereto. Sub shall, on
the terms and subject to the prior satisfaction or waiver of the conditions of
the Offer, accept for payment and pay for Shares tendered as soon as practicable
after the later of the satisfaction of the conditions to the Offer and the
expiration of the Offer; provided, however, that no such payment shall be made
until after any calculation of proration. The obligations of Sub to commence the
Offer and to accept for payment and to pay for any Shares validly tendered on or
prior to the expiration of the Offer and not withdrawn shall be subject only to
the conditions set forth in Annex A hereto. The Offer shall be made by means of
an offer to purchase (the 'Offer to Purchase') containing the terms set forth in
this Agreement and the conditions set forth in Annex A hereto. Without the
written consent of the Company (such consent to be authorized by the Board of
Directors of the Company or a duly authorized committee thereof), Sub shall not
waive the condition set forth in paragraph (k) on Annex A hereto, decrease the
Offer Price, decrease the number of Shares sought, change the form of
consideration to be paid pursuant to the Offer or impose conditions to the Offer
in addition to those set forth in Annex A hereto, or amend any other term or
condition of the Offer in any manner which is adverse to the holders of Shares;
provided, however, that if on the initial scheduled expiration date of the Offer
(as it may be extended in accordance with the terms hereof), all conditions to
the Offer shall not have been satisfied or waived, the Offer may be extended
from time to time without the consent of the Company for such period of time as
is reasonably expected to be necessary to satisfy the unsatisfied conditions.
Sub shall waive the condition set forth in paragraph (k) of Annex A hereto if
directed by the Company. In addition, the Offer Price may be increased and the
Offer may be extended to the extent required by law in connection with such
increase in each case without the consent of the Company.
 
     (b) Parent, UPRR and Sub shall file with the United States Securities and
Exchange Commission (the 'SEC') as soon as practicable on the date the Offer is
commenced, a Tender Offer Statement on Schedule 14D-1 with respect to the Offer
(together with all amendments and supplements thereto and including the exhibits
thereto, the 'Schedule 14D-1') which will include, as exhibits, the Offer to
Purchase and a form of letter of transmittal and summary advertisement
(collectively, together with any amendments and supplements thereto, the 'Offer
Documents'). Parent, UPRR and Sub represent that the Offer Documents will comply
in all material respects with the provisions of applicable federal securities
laws and, on the date filed with the SEC and on the date first published, sent
or given to the Company's stockholders, will not contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, except that no
representation is made by Parent, UPRR or Sub with respect to information
supplied by the Company in writing
 
                                      B-2

for inclusion in the Offer Documents. The information supplied by the Company
for inclusion in the Offer Documents will not, on the date filed with the SEC
and on the date first published, sent or given to the Company's stockholders,
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. Each of Parent, UPRR and Sub further agrees to take all steps
necessary to cause the Offer Documents to be filed with the SEC and to be
disseminated to holders of Shares, in each case as and to the extent required by
applicable federal securities laws. Each of Parent, UPRR and Sub, on the one
hand, and the Company, on the other hand, agrees promptly to correct any
information provided by it for use in the Offer Documents if and to the extent
that it shall have become false and misleading in any material respect, and
Parent, UPRR and Sub further agree to take all steps necessary to cause the
Offer Documents as so corrected to be filed with the SEC and to be disseminated
to holders of Shares, in each case as and to the extent required by applicable
federal securities laws. The Company and its counsel shall be given the
opportunity to review the Schedule 14D-1 and the Offer Documents before they are
filed with the SEC. In addition, Parent, UPRR and Sub agree to provide the
Company and its counsel in writing with any comments Parent, UPRR, Sub or their
counsel may receive from time to time from the SEC or its staff with respect to
the Offer Documents promptly after the receipt of such comments. Parent, UPRR
and Sub will cooperate with the Company in responding to any comments received
from the SEC with respect to the Offer and amending the Offer in response to any
such comments.
 
     Section 1.2 Company Actions.
 
     (a) The Company hereby approves of and consents to the Offer and represents
that the Board of Directors, at a meeting duly called and held, has unanimously
(i) determined that this Agreement and the transactions contemplated hereby,
including, without limitation, the Offer, the Merger, the Ancillary Agreements
to which the Company is a party and the transactions contemplated thereby, are
fair to and in the best interests of the holders of Shares, (ii) approved this
Agreement and the transactions contemplated hereby, including, without
limitation, the Offer and the Merger, and approved the Ancillary Agreements and
the transactions contemplated thereby, such determination and approval
constituting approval thereof for purposes of Section 203 of the DGCL, and (iii)
resolved to recommend that the stockholders of the Company who desire to receive
cash for their Shares accept the Offer and tender their Shares thereunder to Sub
and that all stockholders of the Company approve and adopt this Agreement;
provided, however, that prior to the purchase by Sub of 39,034,471 Shares
pursuant to the Offer, or if less than 39,034,471 Shares are tendered, the
purchase of at least 15% of the outstanding Shares pursuant to the Offer, the
Company may modify, withdraw or change such recommendation only to the extent
that the Board of Directors of the Company determines, after having received the
oral or written opinion of outside legal counsel to the Company, that the
failure to so withdraw, modify or change would result in a breach of the Board
of Directors' fiduciary duties under applicable laws.
 
     (b) Concurrently with the commencement of the Offer, the Company shall file
with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together
with all amendments and supplements thereto and including the exhibits thereto,
the 'Schedule 14D-9') which shall contain the recommendation referred to in

clauses (i), (ii) and (iii) of Section 1.2(a) hereof; provided, however, that
the Company may modify, withdraw or change such recommendation only to the
extent that the Board of Directors of the Company determines, after having
received the oral or written opinion of outside legal counsel to the Company,
that the failure to so withdraw, modify or change would result in a breach of
the Board of Directors' fiduciary duties under applicable laws. The Company
represents that the Schedule 14D-9 will comply in all material respects with the
provisions of applicable federal securities laws and, on the date filed with the
SEC and on the date first published, sent or given to the Company's
stockholders, shall not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they
were made, not misleading, except that no representation is made by the Company
with respect to information supplied by Parent, UPRR or Sub for inclusion in the
Schedule 14D-9. The information supplied by Parent, UPRR and Sub for inclusion
in the Schedule 14D-9 will not, on the date filed with the SEC and on the date
first published, sent or given to the Company's stockholders, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. The Company
further agrees to take all steps necessary to cause the Schedule 14D-9 to be
filed with the SEC and to be disseminated to holders of Shares, in each case as
and to the extent required by applicable federal securities laws. Each of the
Company, on the one hand, and Parent, UPRR and Sub, on the other hand,
 
                                      B-3

agrees promptly to correct any information provided by it for use in the
Schedule 14D-9 if and to the extent that it shall have become false and
misleading in any material respect and the Company further agrees to take all
steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the
SEC and to be disseminated to holders of Shares, in each case as and to the
extent required by applicable federal securities laws. Parent and its counsel
shall be given the opportunity to review the Schedule 14D-9 before it is filed
with the SEC. In addition, the Company agrees to provide Parent, UPRR, Sub and
their counsel in writing with any comments the Company or its counsel may
receive from time to time from the SEC or its staff with respect to the Schedule
14D-9 promptly after the receipt of such comments. The Company will cooperate
with Parent and Sub in responding to any comments received from the SEC with
respect to the Schedule 14D-9 and amending the Schedule 14D-9 in response to any
such comments.
 
     (c) In connection with the Offer, if requested by Sub, the Company will
promptly furnish or cause to be furnished to Sub mailing labels, security
position listings and any available listing or computer file containing the
names and addresses of the record holders of the Shares as of a recent date, and
shall furnish Sub with such information and assistance as Sub or its agents may
reasonably request in communicating the Offer to the stockholders of the
Company.
 
     (d) The Company has received the written opinion of Morgan Stanley & Co.,
Incorporated ('Morgan Stanley'), dated as of the date of this Agreement, to the
effect that, as of such date, the consideration to be received by holders of
Shares (other than Sub and its affiliates) pursuant to the Offer and Merger,

taken together, is fair from a financial point of view to such holders (the
'Company Fairness Opinion'). The Company has delivered to Sub a copy of the
Company Fairness Opinion, together with Morgan Stanley's authorization to the
inclusion of the Company Fairness Opinion in the Offer Documents and the Proxy
Statement/Prospectus (as defined in Section 1.7).
 
     Section 1.3 The Mergers.  (a) Subject to the terms and conditions of this
Agreement and in accordance with the UBCA, at the Sub Merger Effective Time,
UPRR and Sub shall consummate a merger (the 'Sub Merger') pursuant to which (i)
Sub shall be merged with and into UPRR and the separate corporate existence of
Sub shall thereupon cease, (ii) UPRR shall be the successor or surviving
corporation (the 'Initial Surviving Corporation') in the Sub Merger and shall
continue to be governed by the laws of the State of Utah, and (iii) the separate
corporate existence of UPRR with all its rights, privileges, immunities, powers
and franchises shall continue unaffected by the Sub Merger. Pursuant to the Sub
Merger, (x) the Certificate of Incorporation of UPRR, as in effect immediately
prior to the Sub Merger Effective Time (as defined in Section 1.4), shall be the
Certificate of Incorporation of the Initial Surviving Corporation until
thereafter amended as provided by law and such Certificate of Incorporation, and
(y) the By-laws of UPRR, as in effect immediately prior to the Sub Merger
Effective Time, shall be the By-laws of the Initial Surviving Corporation until
thereafter amended as provided by law, the Certificate of Incorporation of the
Initial Surviving Corporation and such By-laws. The Sub Merger shall have the
effects set forth in the UBCA.
 
     (b) Subject to the terms and conditions of this Agreement and in accordance
with the DGCL and the UBCA, at the Effective Time, the Company and the Initial
Surviving Corporation shall consummate a merger (the 'Merger', and together with
the Sub Merger, the 'Mergers') pursuant to which (i) the Company shall be merged
with and into the Initial Surviving Corporation and the separate corporate
existence of the Company shall thereupon cease, (ii) the Initial Surviving
Corporation shall be the successor or surviving corporation in the Merger and
shall continue to be governed by the laws of the State of Utah, and (iii) the
separate corporate existence of the Initial Surviving Corporation with all its
rights, privileges, immunities, powers and franchises shall continue unaffected
by the Merger. Pursuant to the Merger, (x) the Certificate of Incorporation of
the Initial Surviving Corporation, as in effect immediately prior to the
Effective Time, shall be the Certificate of Incorporation of the Surviving
Corporation (as defined below) until thereafter amended as provided by law and
such Certificate of Incorporation, and (y) the By-laws of the Initial Surviving
Corporation, as in effect immediately prior to the Effective Time, shall be the
By-laws of the Surviving Corporation until thereafter amended as provided by
law, the Certificate of Incorporation of the Surviving Corporation and such
By-laws. The Merger shall have the effects set forth in the UBCA and the DGCL.
 
     Section 1.4 Effective Time.  (a) Parent, UPRR and Sub will cause Articles
of Ownership and Merger (the 'Sub Articles of Merger') and a Certificate of
Ownership and Merger (the 'Sub Certificate of Merger'), each with respect to the
Sub Merger, to be executed and filed on a date as soon as practicable following
the satisfaction of the condition specified in Section 6.2(c) hereof (or on such
later date as Parent and the Company
 
                                      B-4

may agree) with the Division of Corporations and Commercial Code of the State of
Utah (the 'Division') as provided in the UBCA and with the Secretary of State of
the State of Delaware (the 'Secretary of State') as provided in the DGCL,
respectively. The Sub Merger shall become effective on the date on which the Sub
Articles of Merger and the Sub Certificate of Merger have been duly filed with
the Division and the Secretary of State, respectively, or such time as is agreed
upon by the parties and specified in the Sub Articles of Merger and the Sub
Certificate of Merger, and such time is hereinafter referred to as the 'Sub
Merger Effective Time'.
 
     (b) Parent, the Initial Surviving Corporation and the Company will cause
Articles of Merger (the 'Articles of Merger') and a Certificate of Merger (the
'Certificate of Merger'), each with respect to the Merger, to be executed and
filed on the date of the Closing (as defined in Section 1.5) (or on such other
date as Parent and the Company may agree) with the Division as provided in the
UBCA and the Secretary of State as provided in the DGCL, respectively. The
Merger shall become effective on the date on which the Articles of Merger and
the Certificate of Merger have been duly filed with the Division and the
Secretary of State, respectively, or such time as is agreed upon by the parties
and specified in the Articles of Merger and Certificate of Merger, and such time
is hereinafter referred to as the 'Effective Time'.
 
     Section 1.5 Closing.  The closing of the Merger (the 'Closing') will take
place at 10:00 a.m., New York City time, on a date to be specified by the
parties, which shall be no later than the third business day after satisfaction
or waiver of all of the conditions set forth in Article VII hereof (the 'Closing
Date'), at the offices of Skadden, Arps, Slate, Meagher & Flom, 919 Third
Avenue, New York, New York, unless another time, date or place is agreed to in
writing by the parties hereto.
 
     Section 1.6 Directors and Officers of Initial Surviving Corporation and the
Surviving Corporation. (a) The directors and officers of UPRR at the Sub Merger
Effective Time shall, from and after the Sub Merger Effective Time, be the
initial directors and officers, respectively, of the Initial Surviving
Corporation until their successors shall have been duly elected or appointed or
qualified or until their earlier death, resignation or removal in accordance
with the Initial Surviving Corporation's Certificate of Incorporation and
By-laws.
 
     (b) The directors and officers of the Initial Surviving Corporation at the
Effective Time shall, from and after the Effective Time, be the initial
directors and officers, respectively, of the Surviving Corporation until their
successors shall have been duly elected or appointed or qualified or until their
earlier death, resignation or removal in accordance with the Surviving
Corporation's Certificate of Incorporation and By-laws.
 
     Section 1.7 Stockholders' Meeting.  In order to consummate the Merger, the
Company, acting through its Board of Directors, shall, in accordance with
applicable law duly call, give notice of, convene and hold a special meeting of
its stockholders (the 'Company Special Meeting'), as soon as practicable after
the registration statement on Form S-4 (together with all amendments, schedules,
and exhibits thereto) to be filed by Parent in connection with the registration
of the Parent Common Stock to be issued by Parent in the Merger (the
'Registration Statement') is declared effective, for the purpose of considering

and taking action upon this Agreement. The Company shall include in the joint
proxy statement/prospectus forming a part of the Registration Statement (the
'Proxy Statement/Prospectus') the recommendation of the Board of Directors of
the Company that stockholders of the Company vote in favor of the approval of
the Merger and the adoption of this Agreement; provided that the Company may, at
any time prior to the purchase of 39,034,471 Shares pursuant to the Offer, or if
less than 39,034,471 Shares are tendered, the purchase of at least 15% of the
outstanding Shares pursuant to the Offer, withdraw, modify or change such
recommendation only to the extent that the Board of Directors determines, after
having received the oral or written opinion of outside legal counsel to the
Company, that the failure to so withdraw, modify or change such recommendation
would result in a breach of the Board of Directors' fiduciary duties under
applicable law.
 
     Section 1.8 Voting Trust.  The parties agree that simultaneously with the
purchase by Parent, UPRR, Sub or their affiliates of Shares pursuant to the
Offer, such Shares shall be deposited in a voting trust (the 'Voting Trust') in
accordance with the terms and conditions of a voting trust agreement in the form
attached hereto as Exhibit H. The Voting Trust may not be modified or amended
without the prior written approval of the Company unless such modification or
amendment is not inconsistent with this Agreement or the Ancillary Agreements
and is not adverse to the Company or its shareholders.
 
                                      B-5

                                   ARTICLE II
 
                              CONVERSION OF SHARES
 
     Section 2.1 Conversion of Shares.  (a) Each share of Common Stock, par
value $.01 per share, of UPRR issued and outstanding immediately prior to the
Sub Merger Effective Time shall, at the Sub Merger Effective Time, be converted
into and become one fully paid and nonassessable share of common stock of the
Initial Surviving Corporation.
 
     (b) Each share of Common Stock, par value $.01 per share, of Sub (the 'Sub
Common Stock'), issued and outstanding immediately prior to the Sub Merger
Effective Time shall, at the Sub Merger Effective Time, by virtue of the Sub
Merger and without any action on the part of UPRR, be cancelled and retired and
cease to exist.
 
     (c) Each share of Company Common Stock issued and outstanding immediately
prior to the Effective Time (other than Shares to be cancelled pursuant to
Section 2.1(e) hereof) shall, at the Effective Time, by virtue of the Merger and
without any action on the part of the holder thereof, be converted into the
right to receive such number of duly authorized, validly issued, fully paid and
nonassessable shares of Parent Common Stock or cash, without any interest
thereon, as specified in Section 2.3 hereof.
 
     (d) Each share of Common Stock, par value $.01 per share, of the Initial
Surviving Corporation, issued and outstanding immediately prior to the Effective
Time shall, at the Effective Time, by virtue of the Merger and without any
action on the part of Parent, be converted into one fully paid and nonassessable
share of common stock, par value $.01 per share, of the Surviving Corporation.

     (e) All shares of Company Common Stock that are owned by the Company as
treasury stock and any shares of Company Common Stock owned by Parent, Sub, the
Initial Surviving Corporation or any other direct or indirect wholly owned
Subsidiary (as defined in Section 3.1 hereof) of Parent shall, at the Effective
Time, be cancelled and retired and shall cease to exist and no Parent Common
Stock or other consideration shall be delivered in exchange therefor.
 
     (f) On and after the Effective Time, holders of certificates which
immediately prior to the Effective Time represented outstanding Shares (the
'Certificates') shall cease to have any rights as stockholders of the Company,
except the right to receive the consideration set forth in this Article II (the
'Merger Consideration') for each Share held by them.
 
     Section 2.2 Election Procedure.  Each holder of Shares (other than holders
of Shares to be cancelled as set forth in Section 2.1(c)) shall have the right
to submit a request specifying the number of Shares that such holder desires to
have converted into shares of Common Stock, par value $2.50 per share, of Parent
in the Merger and the number of Shares that such holder desires to have
converted into the right to receive $25.00 per Share, without interest (the
'Cash Consideration'), in the Merger in accordance with the following procedure:
 
          (a) Each holder of Shares may specify in a request made in accordance
     with the provisions of this Section 2.2 (herein called an 'Election') (i)
     the number of Shares owned by such holder that such holder desires to have
     converted into Parent Common Stock in the Merger (a 'Stock Election') and
     (ii) the number of Shares owned by such holder that such holder desires to
     have converted into the right to receive the Cash Consideration in the
     Merger (a 'Cash Election').
 
          (b) Parent shall prepare a form reasonably acceptable to the Company
     (the 'Form of Election') which shall be mailed to the Company's
     stockholders in accordance with Section 2.2(c) so as to permit the
     Company's stockholders to exercise their right to make an Election prior to
     the Election Deadline (as defined in Section 2.2(d)).
 
          (c) Parent shall use all reasonable efforts to make the Form of
     Election available to all stockholders of the Company at least ten business
     days prior to the Election Deadline.
 
          (d) Any Election shall have been made properly only if the person
     authorized to receive Elections and to act as exchange agent under this
     Agreement (the 'Exchange Agent') shall have received, by 5:00 p.m. local
     time in the city in which the principal office of such Exchange Agent is
     located, on the date of the Election Deadline, a Form of Election properly
     completed and signed and accompanied by certificates for the Shares to
     which such Form of Election relates (or by an appropriate guarantee of
     delivery of such certificates, as set forth in such Form of Election, from
     a member of any registered national securities
 
                                      B-6

     exchange or of the National Association of Securities Dealers, Inc. or a
     commercial bank or trust company in the United States provided such

     certificates are in fact delivered to the Exchange Agent by the time
     required in such guarantee of delivery). Failure to deliver Shares covered
     by such a guarantee of delivery within the time set forth on such guarantee
     shall be deemed to invalidate any otherwise properly made Election. As used
     herein, 'Election Deadline' means the date announced by Parent, in a news
     release delivered to the Dow Jones News Service, as the last day on which
     Forms of Election will be accepted; provided, that such date shall be a
     business day no earlier than twenty business days prior to the Effective
     Time and no later than the date on which the Effective Time occurs and
     shall be at least five business days following the date of such news
     release; provided further, that Parent shall have the right to set a later
     date as the Election Deadline so long as such later date is no later than
     the date on which the Effective Time occurs.
 
          (e) Any Company stockholder may at any time prior to the Election
     Deadline change his or her Election by written notice received by the
     Exchange Agent prior to the Election Deadline accompanied by a properly
     completed and signed, revised Form of Election.
 
          (f) Any Company stockholder may, at any time prior to the Election
     Deadline, revoke his or her Election by written notice received by the
     Exchange Agent prior to the Election Deadline or by withdrawal prior to the
     Election Deadline of his or her certificates for Shares, or of the
     guarantee of delivery of such certificates, previously deposited with the
     Exchange Agent. All Elections shall be revoked automatically if the
     Exchange Agent is notified in writing by Parent or the Company that this
     Agreement has been terminated. Any Company stockholder who shall have
     deposited certificates for Shares with the Exchange Agent shall have the
     right to withdraw such certificates by written notice received by the
     Exchange Agent and thereby revoke his Election as of the Election Deadline
     if the Merger shall not have been consummated prior thereto.
 
          (g) Parent shall have the right to make rules, not inconsistent with
     the terms of this Agreement, governing the validity of the Forms of
     Election, the manner and extent to which Elections are to be taken into
     account in making the determinations prescribed by Section 2.3, the
     issuance and delivery of certificates for Parent Common Stock into which
     Shares are converted in the Merger and the payment of cash for Shares
     converted into the right to receive the Cash Consideration in the Merger.
 
     Section 2.3 Issuance of Parent Common Stock and Payment of Cash
Consideration; Proration.  The manner in which each Share (other than Shares to
be cancelled as set forth in Section 2.1(c)) shall be converted into Parent
Common Stock or the right to receive the Cash Consideration on the Effective
Date shall be as set forth in this Section 2.3. All references to 'outstanding'
Shares in this Section 2.3 shall mean (i) all Shares outstanding immediately
prior to the Effective Time, including, without limitation, all Shares acquired
by Sub pursuant to the Offer (the 'Tendered Shares') minus (ii) Shares owned by
Parent or by any direct or indirect wholly-owned subsidiary of Parent (other
than the Tendered Shares).
 
     (a) As is more fully set forth below, the aggregate number of Shares to be
converted into Parent Common Stock pursuant to the Merger, shall be equal as
nearly as practicable to 60% of all outstanding Shares; and the number of Shares

to be converted into the right to receive the Cash Consideration in the Merger
pursuant to this Agreement, together with the Tendered Shares, shall be equal as
nearly as practicable to 40% of all outstanding Shares.
 
     (b) If Stock Elections are received for a number of Shares that is 60% or
less of the outstanding Shares, each Share covered by a Stock Election shall be
converted in the Merger into .4065 of a share of Parent Common Stock (the
'Conversion Fraction'). In the event that between the date of this Agreement and
the Effective Time, the issued and outstanding shares of Parent Common Stock
shall have been affected or changed into a different number of shares or a
different class of shares as a result of a stock split, reverse stock split,
stock dividend, spin-off, extraordinary dividend, recapitalization,
reclassification or other similar transaction with a record date within such
period, the Conversion Fraction shall be appropriately adjusted.
 
     (c) If Stock Elections are received for more than 60% of the outstanding
Shares, each Non-Electing Share (as defined in Section 2.3(g)) and each Share
for which a Cash Election has been received shall be converted into the right to
receive the Cash Consideration in the Merger, and the Shares for which Stock
Elections have been received shall be converted into Parent Common Stock and the
right to receive the Cash Consideration in the following manner:
 
                                      B-7

          (1) The Exchange Agent will distribute with respect to Shares as to
     which a Stock Election has been made a number of shares of Parent Common
     Stock equal to the Conversion Fraction with respect to a fraction of such
     Shares, the numerator of which fraction shall be 60% of the number of
     outstanding Shares and the denominator of which shall be the aggregate
     number of Shares covered by Stock Elections.
 
          (2) Shares covered by a Stock Election and not fully converted into
     the right to receive Parent Common Stock as set forth in clause (1) above
     shall be converted in the Merger into the right to receive the Cash
     Consideration for each Share so converted.
 
     (d) If the number of Tendered Shares and Shares for which Cash Elections
are received in the aggregate is 40% or less of the outstanding Shares, each
Share covered by a Cash Election shall be converted in the Merger into the right
to receive the Cash Consideration.
 
     (e) If the number of Tendered Shares and Shares for which Cash Elections
are received in the aggregate is more than 40% of the outstanding Shares, each
Non-Electing Share (as defined in Section 2.3(g)) and each Share for which a
Stock Election has been received shall be converted in the Merger into a
fraction of a share of Parent Common Stock equal to the Conversion Fraction,
and, the Shares for which Cash Elections have been received shall be converted
into the right to receive the Cash Consideration and Parent Common Stock in the
following manner:
 
          (1) The Exchange Agent will distribute with respect to Shares as to
     which a Cash Election has been made the Cash Consideration with respect to
     a fraction of such Shares, the numerator of which fraction shall be 40% of
     the number of outstanding Shares minus the number of Tender Shares and the

     denominator of which shall be the aggregate number of Shares covered by
     Cash Elections.
 
          (2) Shares covered by a Cash Election and not fully converted into the
     right to receive the Cash Consideration as set forth in clause (1) above
     shall be converted in the Merger into the right to receive a number of
     shares of Parent Common Stock equal to the Conversion Fraction for each
     Share so converted.
 
     (f) If Non-Electing Shares are not converted under either Section 2.3(c) or
Section 2.3(e), the Exchange Agent shall distribute with respect to each such
Non-Electing Share, the Cash Consideration with respect to a fraction of such
Non-Electing Share, where such fraction is calculated in a manner that will
result in the sum of (i) the number of Shares converted into cash pursuant to
this Section 2.3(f), (ii) the number of Shares for which Cash Elections have
been received and (iii) the number of Shares purchased pursuant to the Offer
being as close as practicable to 40% of the outstanding Shares. Each
Non-Electing Share not converted into the right to receive the Cash
Consideration as set forth in the preceding sentence shall be converted in the
Merger into the right to receive a number of Shares of Parent Common Stock equal
to the Conversion Fraction for each Non-Electing Share so converted.
 
     (g) For the purposes of this Section 2.3, outstanding Shares as to which an
Election is not in effect at the Election Deadline (other than Shares purchased
pursuant to the Offer) shall be called 'Non-Electing Shares'. If Parent and the
Company shall determine that any Election is not properly made with respect to
any Shares, such Election shall be deemed to be not in effect, and the Shares
covered by such Election shall, for purposes hereof, be deemed to be
Non-Electing Shares.
 
     (h) No certificates or scrip representing fractional shares of Parent
Common Stock shall be issued upon the surrender for exchange of Certificates, no
dividend or distribution with respect to shares shall be payable on or with
respect to any fractional share and such fractional share interests shall not
entitle the owner thereof to vote or to any other rights of a stockholder of
Parent. In lieu of any such fractional share of Parent Common Stock, Parent
shall pay to each former stockholder of the Company who otherwise would be
entitled to receive a fractional share of Parent Common Stock an amount in cash
determined by multiplying (i) the Average Parent Share Price (as defined below)
on the date on which the Effective Time occurs by (ii) the fractional interest
in a share of Parent Common Stock to which such holder would otherwise be
entitled. For purposes hereof, the 'Average Parent Share Price' shall mean the
average closing sales price, rounded to four decimal points, of the Parent
Common Stock as reported on the New York Stock Exchange Composite Tape, for the
twenty (20) consecutive trading days ending on the trading day which is five (5)
trading days prior to the Effective Time.
 
     Section 2.4 Issuance of Parent Common Stock.  Immediately following the
Effective Time, Parent shall deliver, in trust, to the Exchange Agent, for the
benefit of the holders of Shares, certificates representing an aggregate number
of shares of Parent Common Stock as nearly as practicable equal to the product
of the
 
                                      B-8

Conversion Fraction and the number of Shares to be converted into Parent Common
Stock as determined in Section 2.3. As soon as practicable after the Effective
Time, each holder of Shares converted into Parent Common Stock pursuant to
Section 2.1(a), upon surrender to the Exchange Agent (to the extent not
previously surrendered with a Form of Election) of one or more certificates for
such Shares for cancellation, shall be entitled to receive certificates
representing the number of shares of Parent Common Stock into which such Shares
shall have been converted in the Merger. No dividends or distributions that have
been declared will be paid to persons entitled to receive certificates for
shares of Parent Common Stock until such persons surrender their certificates
for Shares, at which time all such dividends shall be paid. In no event shall
the persons entitled to receive such dividends be entitled to receive interest
on such dividends. If any certificate for such Parent Common Stock is to be
issued in a name other than that in which the certificate for Shares surrendered
in exchange therefor is registered, it shall be a condition of such exchange
that the person requesting such exchange shall pay to the Exchange Agent any
transfer or other taxes required by reason of issuance of certificates for such
Parent Common Stock in a name other than the registered holder of the
certificate surrendered, or shall establish to the satisfaction of the Exchange
Agent that such tax has been paid or is not applicable. Notwithstanding the
foregoing, neither the Exchange Agent nor any party hereto shall be liable to a
holder of Shares for any Parent Common Stock or dividends thereon delivered to a
public official pursuant to any applicable abandoned property, escheat or
similar law.
 
     Section 2.5 Payment of Cash Consideration.  At the Closing, Parent shall
deposit in trust with the Exchange Agent, for the benefit of the holders of
Shares, an amount in cash equal to $25.00 multiplied by the number of Shares to
be converted into the right to receive the Cash Consideration as determined in
Section 2.3. As soon as practicable after the Effective Time, the Exchange Agent
shall distribute to holders of Shares converted into the right to receive the
Cash Consideration pursuant to Section 2.1(a), upon surrender to the Exchange
Agent (to the extent not previously surrendered with a Form of Election) of one
or more certificates for such Shares for cancellation, a bank check for an
amount equal to $25.00 times the number of Shares so converted. In no event
shall the holder of any such surrendered certificates be entitled to receive
interest on any of the Cash Consideration to be received in the Merger. If such
check is to be issued in the name of a person other than the person in whose
name the certificates for the Shares surrendered for exchange therefor are
registered, it shall be a condition of the exchange that the person requesting
such exchange shall pay to the Exchange Agent any transfer or other taxes
required by reason of issuance of such check to a person other than the
registered holder of the certificates surrendered, or shall establish to the
satisfaction of the Exchange Agent that such tax has been paid or is not
applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any
party hereto shall be liable to a holder of Shares for any amount paid to a
public official pursuant to any applicable abandoned property, escheat or
similar law.
 
     Section 2.6 Equity Incentive Plan.  Prior to the purchase of Shares
pursuant to the Offer, the Board of Directors (or, if appropriate, any committee
administering the Equity Incentive Plan) shall adopt such resolutions or take
such other actions as are necessary to assure that no holder of an outstanding

Award with respect to which Shares might otherwise be issued at or after the
Effective Time shall have any right to receive equity securities of the Company,
the Surviving Corporation or any Subsidiary at or after the Effective Time (any
such right having been adjusted to be a right to receive other securities,
property or cash in accordance with Section 5.2(b) of the Equity Incentive
Plan). The Company shall also ensure that, following the Effective Time, no
participant in any other stock-based plan, agreement, program or arrangement
(including, without limitation, the Employee Stock Purchase Plan) shall have any
right thereunder to acquire equity securities of the Company, the Surviving
Corporation, or any Subsidiary.
 
     Section 2.7 Stock Transfer Books.  At the Effective Time, the stock
transfer books of the Company shall be closed and there shall be no further
registration of transfers of Shares on the records of the Company. If, after the
Effective Time, certificates representing Shares are presented to the Surviving
Corporation, they shall be cancelled and exchanged for cash and/or certificates
representing Parent Common Stock pursuant to this Article II.
 
     Section 2.8 No Dissenter's Rights.  In accordance with Schwabacher v.
United States, 334 U.S. 192 (1948), stockholders of the Company will not have
any dissenter's rights, provided, however, that if the Interstate Commerce
Commission (the 'ICC') (or any successor agency) or a court of competent
jurisdiction determines that dissenter's rights are available to holders of
Shares, then holders of Shares shall be provided with dissenter's rights in
accordance with the DGCL.
 
                                      B-9

                                  ARTICLE III
 
                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
 
     The Company represents and warrants to Parent, UPRR and Sub as follows:
 
     Section 3.1 Organization.  Each of the Company and its Subsidiaries is a
corporation, partnership or other entity duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation or
organization, and has all requisite corporate or other power and authority and
all necessary governmental approvals to own, lease and operate its properties
and to carry on its business as now being conducted, except where the failure to
be so organized, existing and in good standing or to have such power, authority
and governmental approvals would not have a material adverse effect on the
Company and its Subsidiaries taken as a whole. Each of the Company and its
Subsidiaries is duly qualified or licensed to do business and in good standing
in each jurisdiction in which the property owned, leased or operated by it or
the nature of the business conducted by it makes such qualification or licensing
necessary, except where the failure to be so duly qualified or licensed and in
good standing would not, in the aggregate, have a material adverse effect on the
Company and its Subsidiaries taken as a whole. As used in this Agreement, the
word 'Subsidiary' means, with respect to any party, any corporation or other
organization, whether incorporated or unincorporated, of which (i) such party or
any other Subsidiary of such party is a general partner (excluding such
partnerships where such party or any Subsidiary of such party do not have a
majority of the voting interest in such partnership) or (ii) at least a majority
of the securities or other interests having by their terms ordinary voting power
to elect a majority of the Board of Directors or others performing similar
functions with respect to such corporation or other organization is directly or
indirectly owned or controlled by such party or by any one or more of its
Subsidiaries, or by such party and one or more of its Subsidiaries. As used in
this Agreement, (except to the extent used in Sections 6.1(c), 6.2(c) and 6.2(e)
hereof and conditions (j) and (k) to the Offer set forth in Annex A hereto), any
reference to any event, change or effect having a material adverse effect on or
with respect to any entity (or group of entities taken as a whole) means such
event, change or effect, individually or in the aggregate with such other
events, changes, or effects, which is materially adverse to the financial
condition, business, results of operations, assets, liabilities (after taking
into account any corresponding increase in assets) or properties of such entity.
If 'material adverse effect' is used with respect to more than one entity, it
shall mean such events, changes or effects with respect to all such entities
taken as a whole. Section 3.1 of the Disclosure Schedule delivered by the
Company to Parent on or prior to the date hereof (the 'Disclosure Schedule')
sets forth a complete list of the Company's Subsidiaries.
 
     Section 3.2 Capitalization.  (a) The authorized capital stock of the
Company consists of 300,000,000 Shares and 10,000,000 preferred shares, par
value $.01 per share (the 'Preferred Stock'). As of the date hereof, (i)
156,137,884 shares of Company Common Stock are issued and outstanding and
2,178,514 shares of Company Common Stock are reserved for issuance pursuant to
awards previously granted pursuant to the Company's 1993 Equity Incentive Plan
(the 'Equity Incentive Plan'), (ii) no shares of Preferred Stock are issued and
outstanding, and (iii) no Shares or shares of Preferred Stock are issued and

held in the treasury of the Company. All the outstanding shares of the Company's
capital stock are, and all shares which may be issued pursuant to the Equity
Incentive Plan will be, when issued in accordance with the respective terms
thereof, duly authorized, validly issued, fully paid and non-assessable. Except
as disclosed in Section 3.2(a) of the Disclosure Schedule, there are no bonds,
debentures, notes or other indebtedness having voting rights (or convertible
into securities having such rights) ('Voting Debt') of the Company or any of its
Subsidiaries issued and outstanding. Except as set forth above and except for
the transactions contemplated by this Agreement, as of the date hereof, (i)
there are no shares of capital stock of the Company authorized, issued or
outstanding and (ii) there are no existing options, warrants, calls, pre-emptive
rights, subscriptions or other rights, convertible securities, agreements,
arrangements or commitments of any character, relating to the issued or unissued
capital stock of the Company or any of its Subsidiaries, obligating the Company
or any of its Subsidiaries to issue, transfer or sell or cause to be issued,
transferred or sold any shares of capital stock or Voting Debt of, or other
equity interest in, the Company or any of its Subsidiaries or securities
convertible into or exchangeable for such shares or equity interests or
obligations of the Company or any of its Subsidiaries to grant, extend or enter
into any such option, warrant, call, subscription or other right, convertible
security, agreement, arrangement or commitment. Except as disclosed in Section
3.2(a) of the Disclosure Schedule, there are no outstanding contractual
obligations of the Company or any of its Subsidiaries to repurchase, redeem or
otherwise acquire any Shares or the capital stock of the Company
 
                                      B-10

or any subsidiary or affiliate of the Company or to provide funds to make any
investment (in the form of a loan, capital contribution or otherwise) in any
Subsidiary or any other entity. Except as permitted by this Agreement, following
the Merger, neither the Company nor any of its Subsidiaries will have any
obligation to issue, transfer or sell any shares of its capital stock pursuant
to any employee benefit plan or otherwise.
 
     (b) Except as disclosed in Section 3.2(b) of the Disclosure Schedule, all
of the outstanding shares of capital stock of each of the Subsidiaries are
beneficially owned by the Company, directly or indirectly, and all such shares
have been validly issued and are fully paid and nonassessable and are owned by
either the Company or one of its Subsidiaries free and clear of all liens,
charges, security interests, options, claims or encumbrances of any nature
whatsoever.
 
     (c) Except for the Corporate Matters Agreement, dated as of August 1, 1993,
among the Company, MSLEF, TAC and certain other parties referred to therein, and
the Parent Stockholder Agreement, there are no voting trusts or other agreements
or understandings to which the Company or any of its Subsidiaries is a party
with respect to the voting of the capital stock of the Company or any of the
Subsidiaries. None of the Company or its Subsidiaries is required to redeem,
repurchase or otherwise acquire shares of capital stock of the Company, or any
of its Subsidiaries, respectively, as a result of the transactions contemplated
by this Agreement. The Company has delivered to Parent a letter agreement which
causes the termination, as of the Effective Time, of the Corporate Matters
Agreement.

     (d) At the Effective Time, the number of shares of Company Common Stock
outstanding shall not exceed 158,316,398.
 
     Section 3.3 Corporate Authorization; Validity of Agreement; Company
Action.  (a) The Company has full corporate power and authority to execute and
deliver this Agreement, the Parent Stockholder Agreement and the Parent/Company
Registration Rights Agreement and, subject in the case of this Agreement to
obtaining any necessary approval of its stockholders as contemplated by Section
1.7 hereof with respect to the Merger, to consummate the transactions
contemplated hereby and thereby. The execution, delivery and performance by the
Company of this Agreement, the Parent Stockholder Agreement and the
Parent/Company Registration Rights Agreement, and the consummation by it of the
transactions contemplated hereby and thereby, have been duly and validly
authorized by its Board of Directors and, except in the case of this Agreement
for obtaining the approval of its stockholders as contemplated by Section 1.7
hereof with respect to the Merger, no other corporate action or proceedings on
the part of the Company is necessary to authorize the execution and delivery by
the Company of this Agreement, the Parent Stockholder Agreement and the
Parent/Company Registration Rights Agreement and the consummation by it of the
transactions contemplated hereby and thereby. Each of this Agreement, the Parent
Stockholder Agreement and the Parent/Company Registration Rights Agreement has
been duly executed and delivered by the Company and, assuming this Agreement,
the Parent Stockholder Agreement and the Parent/Company Registration Rights
Agreement constitute valid and binding obligations of Parent, UPRR and Sub,
constitute valid and binding obligations of the Company enforceable against the
Company in accordance with their respective terms, except that (i) such
enforcement may be subject to applicable bankruptcy, insolvency or other similar
laws, now or hereafter in effect, affecting creditors' rights generally, and
(ii) the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the discretion of
the court before which any proceeding therefor may be brought.
 
     (b) The Board of Directors of the Company has duly and validly approved and
taken all corporate action required to be taken by the Board of Directors for
the consummation of the transactions contemplated by this Agreement (including,
without limitation, the Offer, the acquisition of Shares pursuant to the Offer
and the Merger, and the Ancillary Agreements to which it is a party), the Parent
Stockholder Agreement and the Parent/Company Registration Rights Agreement,
including, but not limited to, all actions necessary to render the provisions of
Section 203 of the DGCL inapplicable to such transactions. The affirmative vote
of the holders of a majority of the Shares is the only vote of the holders of
any class or series of Company capital stock necessary to approve the Merger.
 
     Section 3.4 Consents and Approvals; No Violations.  Except as disclosed in
Section 3.4 of the Disclosure Schedule, and except for all filings, permits,
authorizations, consents and approvals as may be required under, and other
applicable requirements of, the Exchange Act, the Interstate Commerce Act (the
'ICA'), the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the 'HSR Act'), if any, and for the approval of
 
                                      B-11

this Agreement by the Company's stockholders and the filing and recordation of
the Certificate of Merger as required by the DGCL, neither the execution,

delivery or performance of this Agreement, the Parent Stockholder Agreement or
the Parent/Company Registration Rights Agreement by the Company nor the
consummation by the Company of the transactions contemplated hereby or thereby
nor compliance by the Company with any of the provisions hereof or thereof will
(i) conflict with or result in any breach of any provision of the certificate of
incorporation or by-laws or similar organizational documents of the Company or
of any of its Subsidiaries, (ii) require any filing with, or permit,
authorization, consent or approval of, any court, arbitral tribunal,
administrative agency or commission or other governmental or other regulatory
authority or agency (a 'Governmental Entity'), except where the failure to
obtain such permits, authorizations, consents or approvals or to make such
filings would not have a material adverse effect on the Company and its
Subsidiaries and would not, or would not be reasonably likely to, materially
impair the consummation of the Offer or the Ancillary Agreements or the ability
of the Company to consummate the Merger or the other transactions contemplated
hereby or thereby, (iii) result in a violation or breach of, or constitute (with
or without due notice or lapse of time or both) a default (or give rise to any
right of termination, amendment, cancellation or acceleration) under, any of the
terms, conditions or provisions of any note, bond, mortgage, indenture,
guarantee, other evidence of indebtedness (collectively, the 'Debt
Instruments'), lease, license, contract, agreement or other instrument or
obligation to which the Company or any of its Subsidiaries is a party or by
which any of them or any of their properties or assets may be bound (a 'Company
Agreement') or (iv) violate any order, writ, injunction, decree, statute, rule
or regulation applicable to the Company, any of its Subsidiaries or any of their
properties or assets, except in the case of clause (iii) or (iv) for such
violations, breaches or defaults which would not, individually or in the
aggregate, have a material adverse effect on the Company and its Subsidiaries,
and which would not, or would not be reasonably likely to, materially impair the
consummation of the Offer or the Ancillary Agreements or the ability of the
Company to consummate the Merger or the other transactions contemplated hereby
or thereby.
 
     Section 3.5 SEC Reports and Financial Statements.  The Company has filed
with the SEC, and has heretofore made available to Parent true and complete
copies of, all forms, reports, schedules, statements and other documents
required to be filed by it and its Subsidiaries since January 1, 1992 under the
Exchange Act or the Securities Act (as such documents have been amended since
the time of their filing, collectively, the 'Company SEC Documents'). As of
their respective dates or, if amended, as of the date of the last such
amendment, the Company SEC Documents, including, without limitation, any
financial statements or schedules included therein (a) did not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading and (b) complied
in all material respects with the applicable requirements of the Exchange Act
and the Securities Act, as the case may be, and the applicable rules and
regulations of the SEC thereunder. Each of the consolidated financial statements
included in the Company SEC Documents have been prepared from, and are in
accordance with, the books and records of the Company and/or its consolidated
Subsidiaries, comply in all material respects with applicable accounting
requirements and with the published rules and regulations of the SEC with
respect thereto, have been prepared in accordance with United States generally
accepted accounting principles ('GAAP') applied on a consistent basis during the

periods involved (except as may be indicated in the notes thereto) and fairly
present in all material respects the consolidated financial position and the
consolidated results of operations and cash flows (and changes in financial
position, if any) of the Company and its consolidated Subsidiaries as at the
dates thereof or for the periods presented therein.
 
     Section 3.6 Absence of Certain Changes.  Except to the extent disclosed in
the Company SEC Documents filed prior to the date of this Agreement or as
otherwise disclosed to Parent in Section 3.6 of the Disclosure Schedule, from
June 30, 1995 through the date of this Agreement, the Company and its
Subsidiaries have conducted their respective businesses and operations in the
ordinary course of business consistent with past practice. From June 30, 1995
through the date of this Agreement, there has not occurred (i) any events,
changes, or effects (including the incurrence of any liabilities of any nature,
whether or not accrued, contingent or otherwise) having or, which would be
reasonably likely to have, individually or in the aggregate, a material adverse
effect on the Company and its Subsidiaries; (ii) any declaration, setting aside
or payment of any dividend or other distribution (whether in cash, stock or
property) with respect to the equity interests of the Company or of any of its
Subsidiaries, other than regular quarterly cash dividends or dividends paid by
wholly owned Subsidiaries; or (iii) any change by the Company or any of its
Subsidiaries in accounting principles or methods,
 
                                      B-12

except insofar as may be required by a change in GAAP. Except as set forth on
Schedule 3.6 of the Disclosure Schedule, from June 30, 1995 through the date of
this Agreement, neither the Company nor any of its Subsidiaries has taken any of
the actions prohibited by Section 5.1 hereof.
 
     Section 3.7 No Undisclosed Liabilities.  Except (a) to the extent disclosed
in the Company SEC Documents filed prior to the date of this Agreement and (b)
for liabilities and obligations incurred in the ordinary course of business
consistent with past practice, during the period from June 30, 1995 through the
date of this Agreement, neither the Company nor any of its Subsidiaries have
incurred any liabilities or obligations of any nature, whether or not accrued,
contingent or otherwise, that have, or would be reasonably likely to have, a
material adverse effect on the Company and its Subsidiaries or would be required
to be reflected or reserved against on a consolidated balance sheet of the
Company and its Subsidiaries (including the notes thereto) prepared in
accordance with GAAP as applied in preparing the June 30, 1995 consolidated
balance sheet of the Company and its Subsidiaries. Section 3.7 of the Disclosure
Schedule sets forth each instrument evidencing indebtedness of the Company and
its Subsidiaries which will accelerate or become due or payable, or result in a
right of redemption or repurchase on the part of the holder of such
indebtedness, or with respect to which any other payment or amount will become
due or payable, in any such case with or without due notice or lapse of time, as
a result of this Agreement, the Merger, the Ancillary Agreements or the other
transactions contemplated hereby and thereby.
 
     Section 3.8 Information in Proxy Statement/Prospectus.  The Proxy
Statement/Prospectus (or any amendment thereof or supplement thereto), at the
date mailed to Company Stockholders and at the time of the Special Meetings, on
the date filed with the SEC and at the time of the Special Meetings, will not

contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they are made, not
misleading, provided, however, that no representation is made by the Company
with respect to statements made therein based on information supplied by Parent,
UPRR or Sub for inclusion in the Proxy Statement/Prospectus. None of the
information supplied by the Company for inclusion or incorporation by reference
in the Registration Statement will, at the date it becomes effective and at the
time of the Special Meetings contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they are made, not misleading. Subject to the proviso set forth in the second
preceding sentence, the Proxy Statement/Prospectus will comply in all material
respects with the provisions of the Exchange Act and the rules and regulations
thereunder.
 
     Section 3.9 Employee Benefit Plans; ERISA.  As of the date of this
Agreement, except as set forth in Section 3.9 of the Disclosure Schedule: (a)(i)
there are no material employee benefit plans, arrangements, practices, contracts
or agreements (including, without limitation, employment agreements, change of
control employment agreements and severance agreements, incentive compensation,
bonus, stock option, stock appreciation rights and stock purchase plans) of any
type (including but not limited to plans described in section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ('ERISA')),
maintained by the Company, any of its Subsidiaries or any trade or business,
whether or not incorporated (an 'ERISA Affiliate'), that together with the
Company would be deemed a 'controlled group' within the meaning of section
4001(a)(14) of ERISA, or with respect to which the Company or any of its
Subsidiaries has or may have a liability, other than those listed on Section
3.9(a) of the Disclosure Schedule (the 'Benefit Plans'). Except as disclosed in
Schedule 3.9(a)(ii) (or as otherwise permitted by this Agreement) neither the
Company nor any ERISA Affiliate has any formal plan or commitment, whether
legally binding or not, to create any additional Benefit Plan or modify or
change any existing Benefit Plan that would affect any employee or terminated
employee of the Company or any ERISA Affiliate.
 
     (b) Except as disclosed in Schedule 3.9(b), under the applicable laws of
all jurisdictions within the United States of America and all foreign
jurisdictions, with respect to any Benefit Plan, there are no material amounts
accrued but unpaid as of the most recent balance sheet date that are not
reflected on that balance sheet prepared in accordance with GAAP.
 
     (c) With respect to each Benefit Plan except as disclosed on Schedule
3.9(c) and as would not have a Material Adverse Effect on the Company and its
Subsidiaries: (i) if intended to qualify under section 401(a), 401(k) or 403(a)
of the Code, such plan so qualifies, and its trust is exempt from taxation under
section 501(a) of
 
                                      B-13

the Code; (ii) such plan has been administered in accordance with its terms and
applicable law; (iii) no breaches of fiduciary duty have occurred; (iv) no
disputes are pending, or, to the knowledge of the Company, threatened; (v) no
prohibited transaction (within the meaning of Section 406 of ERISA) has

occurred; and (vi) all contributions and premiums due (including any extensions
for such contributions and premiums) have been made in full.
 
     (d) Except as disclosed in Schedule 3.9(d), none of the Benefit Plans has
incurred or will incur any 'accumulated funding deficiency,' as such term is
defined in section 412 of the Code, whether or not waived.
 
     (e) Except as disclosed on Schedule 3.9(e): (i) neither the Company nor any
ERISA Affiliate has incurred any liability under Title IV of ERISA since the
effective date of ERISA that has not been satisfied in full except as would not
have or would not reasonably be likely to have a material adverse effect on the
Company and its Subsidiaries (including sections 4063-4064 and 4069 of ERISA)
and, to the knowledge of the Company, no basis for any such liability exists;
(ii) neither the Company nor any ERISA Affiliate maintains (or contributes to),
or has maintained (or has contributed to) within the last six years, any
employee benefit plan that is subject to Title IV of ERISA; and (iii) there is
no pending dispute between the Company or any ERISA Affiliate concerning payment
of contributions or payment of withdrawal liability payments.
 
     (f) With respect to each Benefit Plan that is a 'welfare plan' (as defined
in section 3(1) of ERISA), except as specifically disclosed in Section 3.9(f) of
the Disclosure Schedule, no such plan provides medical or death benefits with
respect to current or former employees of the Company or any of its Subsidiaries
beyond their termination of employment, other than on an employee-pay-all basis,
and each such welfare plan may be amended or terminated by the Company or any of
its Subsidiaries at any time with respect to such former or current employees.
 
     (g) With respect to each Benefit Plan that is intended to provide special
tax treatment to participants (including sections 79, 105, 106, 125, 127 and 129
of the Code), to the Company's knowledge, such Benefit Plan has satisfied all of
the material requirements for the receipt of such special tax treatment since
January 1, 1992.
 
     (h) Except as specifically set forth in Section 3.9(h) of the Disclosure
Schedule, the consummation of the transactions contemplated by this Agreement
will not (i) entitle any individual to severance pay or accelerate the time of
payment or vesting, or increase the amount, of compensation or benefits due to
any individual with respect to any Benefit Plan, or (ii) constitute or result in
a prohibited transaction under section 4975 of the Code or section 406 or 407 of
ERISA with respect to any Benefit Plan.
 
     (i) Except as disclosed on Schedule 3.9(i), neither the Company, any
Benefits Affiliate nor any 'administrator' as that term is defined in section
3(16) of ERISA, has any liability with respect to or connected with any Benefit
Plan for excise taxes payable under the Code or civil penalties payable under
ERISA and, to the Company's knowledge, no basis for any such liability exists.
 
     (j) Except as disclosed on Schedule 3.9(j), there is no Benefit Plan that
is a 'multiemployer plan,' as such term is defined in section 3(37) of ERISA, or
which is covered by section 4063 or 4064 of ERISA.
 
     (k) With respect to each Benefit Plan except Plans in which employees of
Parent or its Affiliates participate and except Multiemployer Plans from which
the Company has withdrawn, the Company has delivered or made available to Parent

accurate and complete (with inadvertent or de minimis omissions) copies of all
plan texts, summary plan descriptions, summaries of material modifications,
trust agreements and other related agreements including all amendments to the
foregoing; the two most recent annual reports; the most recent annual and
periodic accounting of plan assets; the most recent determination letter
received from the United States Internal Revenue Service (the 'Service'); and
the two most recent actuarial reports, to the extent any of the foregoing may be
applicable to a particular Benefit Plan.
 
     (l) With respect to each Benefit Plan that is a 'group health plan' as such
term is defined in section 5000(b) of the Code, except as specifically set forth
in Section 3.9(l) of the Disclosure Schedule, to the Company's knowledge, each
such Benefit Plan complies and has complied with the requirements of Part 6 of
Title I of ERISA and Sections 4980B and 5000 of the Code except where the
failure to so comply would not have a material adverse effect on the Company and
its Subsidiaries.
 
                                      B-14

     (m) There are no material plans, arrangements, practices, contracts or
agreements (including change of control agreements, severance agreements,
retirement agreements, stock option or purchase agreements, medical or death
benefit agreements) maintained by the Company or an ERISA Affiliate or with
respect to which the Company or any of its Subsidiaries has a material liability
to a director or former director (as a director) of the Company or an ERISA
Affiliate other than those listed on Section 3.9(m) of the Disclosure Schedule
or disclosed in the Company's most recent proxy statement (the 'Director
Plans'). Neither the Company nor any ERISA Affiliate has any formal plan or
commitment, whether legally binding or not, to create any Director Plan or
modify or change any existing Director Plan that would affect any director or
former director of the Company or any ERISA Affiliate.
 
     Section 3.10 Litigation; Compliance with Law.
 
     (a) Except to the extent disclosed in the Company SEC Documents filed prior
to the date of this Agreement, as of the date of this Agreement, there is no
suit, claim, action, proceeding or investigation pending or, to the best
knowledge of the Company, threatened against or affecting, the Company or any of
its Subsidiaries which, individually or in the aggregate, is reasonably likely
to have a material adverse effect on the Company and its Subsidiaries, or would,
or would be reasonably likely to, materially impair the consummation of the
Offer or the Ancillary Agreements or the ability of the Company to consummate
the Merger or the other transactions contemplated hereby or thereby.
 
     (b) The Company and its Subsidiaries have complied with all laws, statutes,
regulations, rules, ordinances, and judgments, decrees, orders, writs and
injunctions, of any court or governmental entity relating to any of the property
owned, leased or used by them, or applicable to their business, including, but
not limited to, equal employment opportunity, discrimination, occupational
safety and health, environmental, interstate commerce, antitrust laws, ERISA and
laws relating to Taxes (as defined in Section 3.12) except where the failure to
so comply would not have a material adverse effect on the Company and its
Subsidiaries.

     Section 3.11 No Default.  The business of the Company and each of its
Subsidiaries is not being conducted in default or violation of any term,
condition or provision of (a) its respective articles of incorporation or
by-laws or similar organizational documents, (b) any Company Agreement or (c)
except as disclosed in Section 3.11 of the Disclosure Schedule, any federal,
state, local or foreign law, statute, regulation, rule, ordinance, judgment,
decree, order, writ, injunction, concession, grant, franchise, permit or license
or other governmental authorization or approval applicable to the Company or any
of its Subsidiaries, excluding from the foregoing clauses (b) and (c), defaults
or violations that would not have a material adverse effect on the Company and
its Subsidiaries or would not, or would not be reasonably likely to, materially
impair the consummation of the Offer or the Ancillary Agreements or the ability
of the Company to consummate the Merger or the other transactions contemplated
hereby or thereby. No investigation or review by any Governmental Entity with
respect to the Company or any of its Subsidiaries is pending or, to the best
knowledge of the Company, threatened, nor to the best knowledge of the Company,
has any Governmental Entity indicated an intention to conduct the same, except
such investigation or review as would not reasonably be expected to have a
material adverse effect on the Company and its Subsidiaries, or would not
materially impair the consummation of the Offer or the Ancillary Agreements or
the ability of the Company to consummate the Merger or the other transactions
contemplated hereby or thereby.
 
     Section 3.12 Taxes.  (a) As of the date of this Agreement, except as set
forth in Section 3.12 of the Disclosure Schedule and except as such failure of
any representation or warranty made in this Section 3.12(a) to be true and
correct which would not have a material adverse effect on the Company and its
Subsidiaries:
 
          (i) the Company and its Subsidiaries have (I) duly filed (or there
     have been filed on their behalf) with the appropriate governmental
     authorities all Tax Returns (as hereinafter defined) required to be filed
     by them and such Tax Returns are true, correct and complete, and (II) duly
     paid in full or made provision in accordance with GAAP (or there has been
     paid or provision has been made on their behalf) for the payment of all
     Taxes (as hereinafter defined) for all periods ending through the date
     hereof;
 
          (ii) the Company and its Subsidiaries have complied in all respects
     with all applicable laws, rules and regulations relating to the payment and
     withholding of Taxes (including withholding of Taxes pursuant to Sections
     1441 and 1442 of the Code or similar provisions under any foreign laws) and
     have, within the time
 
                                      B-15

     and the manner prescribed by law, withheld from employee wages and paid
     over to the proper governmental authorities all amounts required to be so
     withheld and paid over under applicable laws;
 
          (iii) no federal, state, local or foreign audits or other
     administrative proceedings or court proceedings are presently pending with
     regard to any Taxes or Tax Returns of the Company or its Subsidiaries and
     neither the Company nor its Subsidiaries has received a written notice of

     any pending audits or proceedings;
 
          (iv) neither the Service nor any other taxing authority (whether
     domestic or foreign) has asserted, or to the best knowledge of the Company,
     is threatening to assert, against the Company or any of its Subsidiaries
     any deficiency or claim for Taxes; and
 
          (v) all transactions that could give rise to an understatement of the
     federal income tax liability of the Company or any of its Subsidiaries
     within the meaning of Section 6662(d) of the Code are adequately disclosed
     on Tax Returns in accordance with Section 6662(d)(2)(B) of the Code if
     there is or was no substantial authority for the treatment giving rise to
     such understatement.
 
     (b) As of the date of this Agreement, except as set forth in Section 3.12
of the Disclosure Schedule:
 
          (i) there are no material liens for Taxes upon any property or assets
     of the Company or any Subsidiary thereof, except for liens for Taxes not
     yet due and payable and liens for Taxes that are being contested in good
     faith by appropriate proceedings;
 
          (ii) neither the Company nor any of its Subsidiaries has agreed to or
     is required to make any adjustment under Section 481(a) of the Code;
 
          (iii) the federal income Tax Returns of the Company and its
     Subsidiaries have been examined by the Service (or the applicable statutes
     of limitation for the assessment of federal income Taxes for such periods
     have expired) for all periods through and including December 31, 1990,
     except for the periods during which the Company or any Subsidiary was a
     member of the Santa Fe Pacific Corporation consolidated group;
 
          (iv) neither the Company nor any of its Subsidiaries is a party to any
     material agreement providing for the allocation or sharing of Taxes; and
 
          (v) neither the Company nor any of its Subsidiaries has, with regard
     to any assets or property held or acquired by any of them, filed a consent
     to the application of Section 341(f) of the Code, or agreed to have Section
     341(f)(2) of the Code apply to any disposition of a subsection (f) asset
     (as such term is defined in Section 341(f)(4) of the Code) owned by the
     Company or any of its Subsidiaries.
 
     (c) The schedules attached to the copy of the 1993 consolidated federal
income tax return of the Company provided to Parent accurately reflect the net
operating loss carryovers, investment tax credit carryovers and other carryovers
of the Company and its Subsidiaries as of the end of the 1993 taxable year,
except to the extent such carryovers are subject to adjustment as a result of
items reflected in the Revenue Agent's Report, Engineer's Report and Protest for
the taxable periods ending July 31, 1989, December 31, 1989 and December 31,
1990 and any items raised in the audit currently being conducted by the Internal
Revenue Service for the 1991 through 1993 taxable years. The Company will
provide to Parent a copy of the similar schedules attached to the 1994
consolidated Federal income tax return of the Company within 45 days after the
date such return is filed with the Internal Revenue Service. Except as set forth

in Section 3.12 of the Disclosure Schedule such carryovers are not subject to
limitations imposed by Sections 382, 383 or 384 of the Code (or any predecessor
thereto) or otherwise (including under Sections 1.1502-21 and 1502-22 of the
Treasury Regulations).
 
     (d) 'Taxes' shall mean any and all taxes, charges, fees, levies or other
assessments, including, without limitation, income, gross receipts, excise, real
or personal property, sales, withholding, social security, railroad retirement,
railroad unemployment, occupation, use, service, service use, license, net
worth, payroll, franchise, transfer and recording taxes, fees and charges,
imposed by the Service or any taxing authority (whether domestic or foreign
including, without limitation, any state, county, local or foreign government or
any subdivision or taxing agency thereof (including a United States
possession)), whether computed on a separate, consolidated, unitary, combined or
any other basis; and such term shall include any interest whether paid or
received, fines, penalties or additional amounts attributable to, or imposed
upon, or with respect to, any such taxes, charges, fees, levies or other
assessments. 'Tax Return' shall mean any report, return, document, declaration
or other
 
                                      B-16

information or filing required to be supplied to any taxing authority or
jurisdiction (foreign or domestic) with respect to Taxes, including, without
limitation, information returns, any documents with respect to or accompanying
payments of estimated Taxes, or with respect to or accompanying requests for the
extension of time in which to file any such report, return, document,
declaration or other information.
 
     Section 3.13  Contracts.  Each Company Agreement is valid, binding and
enforceable and in full force and effect, except where failure to be valid,
binding and enforceable and in full force and effect would not have a material
adverse effect on the Company and its Subsidiaries, and there are no defaults
thereunder, except those defaults that would not have a material adverse effect
on the Company and its Subsidiaries. Neither the Company nor any Subsidiary is a
party to any agreement that expressly limits the ability of the Company or any
Subsidiary to compete in or conduct any line of business or compete with any
person or in any geographic area or during any period of time, other than
existing cooperative agreements or arrangements with other rail carriers or
customers in the ordinary course of business consistent with past practice.
 
     Section 3.14  Assets; Real Property.  The assets, properties, rights and
contracts, including, without limitation (as applicable), title thereto, of the
Company and its Subsidiaries, taken as a whole, are sufficient to permit the
Company and its Subsidiaries to conduct their business as it is currently being
conducted, except where the failure to have such assets, properties, rights and
contracts would not have a material adverse effect on the Company and its
Subsidiaries. All material real property owned by the Company and its
Subsidiaries (the 'Real Property') is owned free and clear of all liens,
charges, security interests, options, claims, mortgages, pledges, easements,
rights-of-way or other encumbrances and restrictions of any nature whatsoever,
except as described in Section 3.14(b) of the Disclosure Schedule and those that
do not materially adversely interfere with the use of such Real Property as
currently used.

     Section 3.15  Environmental Matters.  As of the date of this Agreement,
except to the extent disclosed in the Company SEC Documents filed prior to the
date hereof or as set forth in Section 3.15 of the Disclosure Schedule and
except as would not have a material adverse effect on the Company and its
Subsidiaries:
 
          (a) The Company and its Subsidiaries have obtained all permits,
     licenses and other authorizations which are required under the
     Environmental Laws (as hereafter defined) for the ownership, use and
     operation of each location owned, operated or leased by the Company or its
     Subsidiaries (the 'Property'), all such permits, licenses and
     authorizations are in effect, no appeal nor any other action is pending to
     revoke or modify in a manner adverse to the Company any such permit,
     license or authorization, and the Company and its Subsidiaries are in full
     compliance with all terms and conditions of all such permits, licenses and
     authorizations.
 
          (b) The Company, its Subsidiaries and the Property are in compliance
     with all Environmental Laws including, without limitation, all
     restrictions, conditions, standards, limitations, prohibitions,
     requirements, obligations, schedules and timetables contained in the
     Environmental Laws or contained in any regulation, code, plan, code, order,
     decree, judgment, injunction, notice or demand letter issued, entered,
     promulgated or approved thereunder.
 
          (c) The Company has heretofore made available to Parent true and
     complete copies of (i) all environmental studies submitted to or issued by
     a governmental agency or made by or at the direction of the Company or its
     Subsidiaries relating to the Property or any other property or facility
     previously owned, operated or leased by the Company for which the Company
     reasonably would be expected to be exposed to material Environmental
     Liabilities and Costs and (ii) and all studies or reports relating to the
     health and welfare of employees of the Company and to the impact of any
     Hazardous Substances, Oils, Pollutants or Contaminants from any facility of
     the Company upon residents in the area of the facilities and upon
     surrounding properties.
 
          (d) There is no civil, criminal or administrative action, suit,
     demand, claim, hearing, notice of violation, investigation, proceeding,
     notice or demand letter which would reasonably be expected to result in
     liability existing or pending, or to the best knowledge of the Company
     threatened, relating to the Company, its Subsidiaries, the Property or any
     other property or facility owned, operated or leased, or previously owned
     operated or leased by the Company or its Subsidiaries relating in any way
     to the Environmental Laws or any
 
                                      B-17

     regulations, code, plan, order, decree, judgment, injunction, notice or
     demand letter issued, entered, promulgated or approved thereunder.
 
          (e) Neither the Company nor any of its Subsidiaries have, and to the
     best of the Company's knowledge, no other person has, Released, placed,

     stored, buried or dumped any Hazardous Substances, Oils, Pollutants or
     Contaminants or any other wastes produced by, or resulting from, any
     business, commercial or industrial activities, operations or processes, on
     or beneath the Property or any property formerly owned, operated or leased
     by the Company or its Subsidiaries except for inventories of such
     substances to be used, and wastes generated therefrom, in the ordinary
     course of business of the Company (which inventories and wastes, if any,
     were and are disposed of in accordance with applicable laws and regulations
     and in a manner such that there has been no Release of any such substances
     into the environment in violation of the Environmental Laws).
 
          (f) No Release, or Cleanup has occurred at the Property which could
     result in the assertion or creation of a lien on the Property by any
     governmental body or agency with respect thereto, nor has any such
     assertion of a lien been made by any governmental body or agency with
     respect thereto.
 
          (g) Neither the Company nor any of its Subsidiaries have received any
     written notice or order from any governmental agency or private or public
     entity advising it that it is responsible for or potentially responsible
     for paying for any material cost of Cleanup of any Hazardous Substances,
     Oils, Pollutants or Contaminants or any other waste or substance and
     neither the Company nor its Subsidiaries has entered into any such
     agreements concerning such Cleanup, nor is the Company aware of any facts
     which might reasonably give rise to such notice, order or agreement.
 
          (h) Neither the Company nor any of its Subsidiaries are currently
     undertaking any Cleanup, removal, treatment or remediation of any Hazardous
     Substances, Oils, Pollutants or Contaminants which would, or would
     reasonably be expected to, expose the Company to Material Environmental
     Liabilities and Costs.
 
          (i) With regard to the Company, its Subsidiaries and the Property,
     there are no past or present (or, to the best knowledge of the Company,
     future) events, conditions, circumstances, activities, practices,
     incidents, actions or plans which may interfere with or prevent compliance
     or continued compliance, with the Environmental Laws as in effect on the
     date hereof or with any regulation, code, plan, order, decree, judgment,
     injunction, notice or demand letter issued, entered, promulgated or
     approved thereunder, or which may give rise to any common law or legal
     liability under the Environmental Laws, based on or related to the
     manufacture, generation, processing, distribution, use, treatment, storage,
     place of disposal, transport or handling, or the Release or threatened
     Release into the indoor or outdoor environment by the Company or its
     Subsidiaries or a facility of the Company or its Subsidiaries, of any
     Hazardous Substances, Oils, Pollutants or Contaminants.
 
          (j) For purposes of this Section 3.15, the following definitions shall
     apply:
 
             'Cleanup' means all actions required by Environmental Laws to: (1)
        clean up, remove, treat or remediate Hazardous Substances, Oils,
        Pollutants or Contaminants in the indoor or outdoor environment; (2)
        prevent the Release of Hazardous Substances, Oils, Pollutants or

        Contaminants so that they do not migrate, endanger or threaten to
        endanger public health or welfare or the indoor or outdoor environment;
        (3) perform studies and investigations and monitoring and care; or (4)
        respond to any government requests for information or documents in any
        way relating to clean up, removal, treatment or remediation or potential
        clean up, removal, treatment or remediation of Hazardous Substances,
        Oils, Pollutants or Contaminants in the workplace or outdoor
        environment.
 
             'Environmental Laws' means all applicable foreign, federal, state
        and local laws, common law, regulations, rules and ordinances relating
        to pollution or protection of health, safety and the environment,
        including, without limitation, laws relating to Releases or threatened
        Releases of Hazardous Substances, Oils, Pollutants or Contaminants into
        the indoor or outdoor environment (including, without limitation,
        ambient air, surface water, groundwater, land, surface and subsurface
        strata) or otherwise relating to the manufacture, processing,
        distribution, use, treatment, storage, Release, transport or handling of
        Hazardous Substances, Oils, Pollutants or Contaminants, and all laws and
        regulations with regard to recordkeeping, notification, disclosure and
        reporting requirements
 
                                      B-18

        respecting chemicals, Hazardous Substances, Oils, Pollutants or
        Contaminants, and all laws relating to endangered or threatened species
        of fish, wildlife and plants and the management or use of natural
        resources.
 
             'Hazardous Substances, Oils, Pollutants or Contaminants' means all
        substances defined as such in the National Oil and Hazardous Substances
        Pollution Contingency Plan, 40 C.F.R. Section 300.5, or defined as such
        by, or regulated as such under, any Environmental Law.
 
             'Environmental Liabilities and Costs' means all liabilities,
        obligations, responsibilities, obligations to conduct cleanup, losses,
        damages, deficiencies, punitive damages, consequential damages, treble
        damages, costs and expenses (including, without limitation, all
        reasonable fees, disbursements and expenses of counsel, expert and
        consulting fees and costs of investigations and feasibility studies and
        responding to government requests for information or documents), fines,
        penalties, restitution and monetary sanctions, interest, direct or
        indirect, known or unknown, absolute or contingent, past, present or
        future, resulting from any claim or demand, by any person or entity,
        whether based in contract, tort, implied or express warranty, strict
        liability, joint and several liability, criminal or civil statute, under
        any Environmental Law, or arising from environmental, health or safety
        conditions, or the Release or threatened Release of Hazardous
        Substances, Oils, Pollutants or Contaminants into the environment, as a
        result of past or present ownership, leasing or operation of any
        Properties, owned, leased or operated by the Company.
 
             'Release' means any release, spill, emission, discharge, leaking,
        pumping, injection, deposit, disposal, discharge, dispersal, leaching or

        migration into the indoor or outdoor environment (including, without
        limitation, ambient air, surface water, groundwater, and surface or
        subsurface strata) or into or out of any property, including the
        movement of Hazardous Substances, Oils, Pollutants or Contaminants
        through or in the air, soil, surface water, groundwater or property.
 
     Section 3.16 Transactions with Affiliates.  Except to the extent disclosed
in the Company SEC Documents filed prior to the date of this Agreement,
continuing activities under the terms of the agreements listed in Section 3.16
of the Disclosure Schedule or as disclosed in writing to Parent and Sub on the
date hereof, from January 1, 1992 through the date of this Agreement there have
been no transactions, agreements, arrangements or understandings between the
Company or its Subsidiaries, on the one hand, and the Company's affiliates
(other than wholly-owned Subsidiaries of the Company) or other Persons, on the
other hand, that would be required to be disclosed under Item 404 of Regulation
S-K under the Securities Act.
 
     Section 3.17 Opinion of Financial Advisor.  The Company has received an
opinion from Morgan Stanley to the effect that the consideration to be received
by the stockholders of the Company pursuant to the Offer and Merger, taken
together, as of the date of this Agreement, is fair from a financial point of
view to such stockholders, a copy of which opinion has been delivered to Parent.
 
                                   ARTICLE IV
 
             REPRESENTATIONS AND WARRANTIES OF PARENT, UPRR AND SUB
 
     Parent, UPRR and Sub represent and warrant to the Company as follows:
 
     Section 4.1 Organization.  Each of Parent, UPRR and Sub is a corporation
duly organized, validly existing and in good standing under the laws of Utah,
Utah and Delaware respectively, and has all requisite corporate or other power
and authority and all necessary governmental approvals to own, lease and operate
its properties and to carry on its business as now being conducted, except where
the failure to be so organized, existing and in good standing or to have such
power, authority and governmental approvals would not have a material adverse
effect on Parent and its Subsidiaries.  Parent and each of its Subsidiaries is
duly qualified or licensed to do business and in good standing in each
jurisdiction in which the property owned, leased or operated by it or the nature
of the business conducted by it makes such qualification or licensing necessary,
except where the failure to be so duly qualified or licensed and in good
standing would not have a material adverse effect on Parent and its Subsidiaries
taken as a whole.
 
                                      B-19

     Section 4.2 Capitalization.  (a) The authorized capital stock of Parent
consists of 500,000,000 shares of Parent Common Stock and 20,000,000 preferred
shares, no par value (the 'Parent Preferred Stock'). As of the date hereof, (i)
205,359,000 shares of Parent Common Stock are issued and outstanding, (ii) no
shares of Parent Preferred Stock are issued and outstanding, (iii) 26,593,616
shares of Parent Common Stock and no shares of Parent Preferred Stock are issued
and held in the treasury of Parent, and (iv) 9,699,504 shares of Parent Common
Stock are reserved for issuance upon exercise of then outstanding options and

9,914,320 shares of Parent Common Stock are reserved for issuance under Parent's
1993 Stock Option and Retention Stock Plan, the 1990 Retention Stock Plan and
the 1988 Stock Option and Restricted Stock Plan (collectively, the 'Parent
Plans'). All of the outstanding shares of Parent's capital stock are, and all
shares which may be issued pursuant to the exercise of outstanding options or
pursuant to the Parent Plans will be, when issued in accordance with the
respective terms thereof, duly authorized, validly issued, fully paid and
non-assessable. Except for Parent's 4.75% Convertible Debentures due April 1,
1999 there are no bonds, debentures, notes or other indebtedness having voting
rights (or convertible into securities having such rights) ('Parent Voting
Debt') of Parent or any of its Subsidiaries issued and outstanding. Except as
set forth above, and except as set forth in Section 4.2 of the Disclosure
Schedule delivered to the Company on or prior to the date hereof (the 'Parent
Disclosure Schedule') and except for transactions contemplated by this
Agreement, as of the date hereof, (i) there are no shares of capital stock of
Parent authorized, issued or outstanding and (ii) there are no existing options,
warrants, calls, pre-emptive rights, subscriptions or other rights, convertible
securities, agreements, arrangements or commitments of
any character, relating to the issued or unissued capital stock of Parent or any
of its Subsidiaries, obligating Parent or any of its Subsidiaries to issue,
transfer or sell or cause to be issued, transferred or sold any shares of
capital stock or Parent Voting Debt of, or other equity interest in, Parent or
any of its Subsidiaries or securities convertible into or exchangeable for such
shares or equity interests or obligations of Parent or any of its Subsidiaries
to grant, extend or enter into any such option, warrant, call, subscription or
other right, convertible security, agreement, arrangement or commitment. There
are no outstanding contractual obligations of Parent or any of its Subsidiaries
to repurchase, redeem or otherwise acquire any shares of Parent Common Stock or
the capital stock of Parent or any subsidiary or affiliate of Parent or to
provide funds to make any investment (in the form of a loan, capital
contribution or otherwise) in any Subsidiary or any other entity.
 
     (b) There are no voting trusts or other agreements or understandings to
which Parent or any of its Subsidiaries is a party with respect to the voting of
the capital stock of Parent or its Subsidiaries. None of Parent or its
Subsidiaries is required to redeem, repurchase or otherwise acquire shares of
capital stock of Parent, or any of its Subsidiaries, respectively, as a result
of the transactions contemplated by this Agreement.
 
     Section 4.3 Corporate Authorization; Validity of Agreement; Necessary
Action.  Each of Parent, UPRR and Sub has full corporate power and authority to
execute and deliver this Agreement, the Parent Stockholder Agreement and the
Parent/Company Registration Rights Agreement to which it is a party and, subject
in the case of this Agreement to obtaining any necessary approval of Parent's
stockholders as contemplated by Section 1.7 hereof with respect to the Merger,
to consummate the transactions contemplated hereby and thereby. The execution,
delivery and performance by Parent, UPRR and Sub of this Agreement, the Parent
Stockholder Agreement and the Parent/Company Registration Rights Agreement to
which they are parties and the consummation by Parent, UPRR and Sub of the
transactions contemplated hereby and thereby have been duly and validly
authorized by their respective Boards of Directors and, except in the case of
this Agreement for obtaining any necessary approval of Parent's stockholders as
contemplated by Section 1.7 hereof, no other corporate action or proceedings on
the part of Parent, UPRR and Sub are necessary to authorize the execution and

delivery by Parent, UPRR and Sub of this Agreement, the Parent Stockholder
Agreement and the Parent/Company Registration Rights Agreement to which they are
parties and the consummation by Parent, UPRR and Sub of the transactions
contemplated hereby and thereby. Each of this Agreement, the Parent Stockholder
Agreement and the Parent/Company Registration Rights Agreement has been duly
executed and delivered by Parent, UPRR and Sub, as the case may be to the extent
a party thereto, and, assuming this Agreement, the Parent Stockholder Agreement
and the Parent/Company Registration Rights Agreement constitute valid and
binding obligations of the Company, constitute valid and binding obligations of
each of Parent, UPRR and Sub, as the case may be to the extent a party thereto,
enforceable against them in accordance with their respective terms, except that
(i) such enforcement may be subject to applicable bankruptcy, insolvency or
other similar laws, now or hereafter in effect, affecting creditors' rights
generally, and (ii) the remedy of
 
                                      B-20

specific performance and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought. The shares of Parent Common Stock to be
issued pursuant to the Merger will be duly authorized, validly issued, fully
paid and nonassessable and not subject to preemptive rights.
 
     Section 4.4 Consents and Approvals; No Violations.  Except for filings,
permits, authorizations, consents and approvals as may be required under, and
other applicable requirements of, the Exchange Act, the Securities Act, the
DGCL, the ICA, the HSR Act, if any, state blue sky laws and any applicable state
takeover laws and the approval by Parent's stockholders of the issuance of
Parent Common Stock in the Merger, neither the execution, delivery or
performance of this Agreement, the Parent Stockholder Agreement and the
Parent/Company Registration Rights Agreement by Parent, UPRR and Sub nor the
consummation by Parent, UPRR and Sub of the transactions contemplated hereby or
thereby nor compliance by Parent, UPRR and Sub with any of the provisions hereof
or thereof will (i) conflict with or result in any breach of any provision of
the certificate of incorporation or by-laws of Parent, UPRR and Sub, (ii)
require any filing with, or permit, authorization, consent or approval of, any
Governmental Entity (except where the failure to obtain such permits,
authorizations, consents or approvals or to make such filings would not have a
material adverse effect on Parent and its Subsidiaries or would not, or would
not be reasonably likely to, materially impair the consummation of the Ancillary
Agreements or the ability of Parent, UPRR and Sub to consummate the Offer, the
Merger or the other transactions contemplated hereby or thereby), (iii) result
in a violation or breach of, or constitute (with or without due notice or lapse
of time or both) a default (or give rise to any right of termination, amendment,
cancellation or acceleration) under, any of the terms, conditions or provisions
of any note, bond, mortgage, indenture, guarantee, other evidence of
indebtedness, lease, license, contract, agreement or other instrument or
obligation to which Parent or any of its Subsidiaries is a party or by which any
of them or any of their properties or assets may be bound or (iv) violate any
order, writ, injunction, decree, statute, rule or regulation applicable to
Parent, any of its Subsidiaries or any of their properties or assets, except in
the case of clauses (iii) and (iv) for violations, breaches or defaults which
would not have a material adverse effect on Parent and its Subsidiaries or would
not, or would not be reasonably likely to, materially impair the consummation of

the Ancillary Agreements or the ability of Parent, UPRR or Sub to consummate the
Offer, the Merger or the other transactions contemplated hereby or thereby.
 
     Section 4.5 SEC Reports and Financial Statements.  Parent has filed with
the SEC, and has heretofore made available to the Company true and complete
copies of, all forms, reports, schedules, statements and other documents
required to be filed by it and its Subsidiaries since January 1, 1992 under the
Exchange Act or the Securities Act (as such documents have been amended since
the time of their filing, collectively, the 'Parent SEC Documents'). As of their
respective dates or, if amended, as of the date of the last such amendment, the
Parent SEC Documents, including, without limitation, any financial statements or
schedules included therein (a) did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading and (b) complied in all material
respects with the applicable requirements of the Exchange Act and the Securities
Act, as the case may be, and the applicable rules and regulations of the SEC
thereunder. Each of the consolidated financial statements included in the Parent
SEC Documents have been prepared from, and are in accordance with, the books and
records of Parent and/or its consolidated Subsidiaries, comply in all material
respects with applicable accounting requirements and with the published rules
and regulations of the SEC with respect thereto, have been prepared in
accordance with GAAP applied on a consistent basis during the periods involved
(except as may be indicated in the notes thereto) and fairly present in all
material respects the consolidated financial position and the consolidated
results of operations and cash flows (and changes in financial position, if any)
of Parent and its consolidated Subsidiaries as at the dates thereof or for the
periods presented therein.
 
     Section 4.6 Absence of Certain Changes.  Except as contemplated by Section
5.4 hereof or to the extent disclosed in the Parent SEC Documents filed prior to
the date of this Agreement, from June 30, 1995 through the date of this
Agreement, Parent and its Subsidiaries have conducted their respective
businesses in the ordinary course of business consistent with past practice.
From June 30, 1995 through the date of this Agreement, there has not occurred
(i) any events, changes, or effects (including the incurrence of any liabilities
of any nature, whether or not accrued, contingent or otherwise) having or, which
would be reasonably likely to have, individually or in the aggregate, a material
adverse effect on Parent and its Subsidiaries; (ii) any declaration,
 
                                      B-21

setting aside or payment of any dividend or other distribution (whether in cash,
stock or property) with respect to the equity interests of Parent or of any of
its Subsidiaries other than regular quarterly cash dividends or dividends paid
by wholly owned Subsidiaries; or (iii) any change by Parent or any of its
Subsidiaries in accounting principles or methods, except insofar as may be
required by a change in GAAP.
 
     Section 4.7 No Undisclosed Liabilities.  Except (a) to the extent disclosed
in the Parent SEC Documents filed prior to the date of this Agreement and (b)
for liabilities and obligations incurred in the ordinary course of business
consistent with past practice, during the period from June 30, 1995 through the
date of this Agreement, neither Parent nor any of its Subsidiaries have incurred

any liabilities or obligations of any nature, whether or not accrued, contingent
or otherwise, that have, or would be reasonably likely to have, a material
adverse effect on Parent and its Subsidiaries or would be required to be
reflected or reserved against on a consolidated balance sheet of Parent and its
Subsidiaries (including the notes thereto) prepared in accordance with GAAP as
applied in preparing the June 30, 1995 consolidated balance sheet of Parent and
its Subsidiaries.
 
     Section 4.8 Information in Proxy Statement/Prospectus.  The Registration
Statement (or any amendment thereof or supplement thereto) will, at the date it
becomes effective and at the time of the Company Special Meeting, will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they are made, not
misleading, provided, however, that no representation is made by Parent, UPRR or
Sub with respect to statements made therein based on information supplied by the
Company for inclusion in the Registration Statement. None of the information
supplied by Parent, UPRR or Sub for inclusion or incorporation by reference in
the Proxy Statement/Prospectus will, at the date mailed to stockholders and at
the time of the Special Meetings, contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they are made, not misleading. Subject to the proviso set forth in
the second preceding sentence, the Registration Statement will comply in all
material respects with the provisions of the Securities Act and Exchange Act,
respectively, and the rules and regulations thereunder.
 
     Section 4.9 Litigation; Compliance with Law.
 
     (a) Except to the extent disclosed in the Parent SEC Documents filed prior
to the date of this Agreement, as of the date of this Agreement, there is no
suit, claim, action, proceeding or investigation pending or, to the best
knowledge of Parent, threatened against or affecting, Parent or any of its
Subsidiaries, which, individually or in the aggregate, is reasonably likely to
have a material adverse effect on Parent and its Subsidiaries or would, or would
be reasonably likely to, materially impair the consummation of the Ancillary
Agreements or the ability of Parent to consummate the Offer, the Merger or the
other transactions contemplated hereby or thereby.
 
     (b) Parent and its Subsidiaries have complied with all laws, statutes,
regulations, rules, ordinances, and judgments, decrees, orders, writs and
injunctions, of any court or governmental entity relating to any of the property
owned, leased or used by them, or applicable to their business, including, but
not limited to, equal employment opportunity, discrimination, occupational
safety and health, environmental, interstate commerce and antitrust laws, except
where the failure to so comply would not have a material adverse effect on
Parent and its Subsidiaries.
 
     Section 4.10 Employee Benefit Plan; ERISA.  As of the date of this
Agreement, except as would not have a material adverse effect on Parent and its
Subsidiaries, the material employee benefit plans, arrangements, practices,
contracts and agreements (including, without limitation, employment agreements,
change of control employment agreements and severance agreements, incentive
compensation, bonus, stock option, stock appreciation rights and stock purchase

plans, and including, but not limited to, plans described in section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ('ERISA')),
maintained by Parent, any of its Subsidiaries or any trade or business, whether
or not incorporated, that together with Parent would be deemed a 'controlled
group' within the meaning of section 4001(a)(14) of ERISA, or with respect to
which the Parent or any of its subsidiaries has or may have a liability (the
'Parent Plans') are in substantial compliance with applicable laws, including
ERISA and the Internal Revenue Code of 1986, as amended from time to time.
 
                                      B-22

     Section 4.11 Taxes.  Except as set forth in Section 4.11(a) of the Parent
Disclosure Schedule (which schedule shall be provided by Parent to Company
within twenty (20) business days of the date of this Agreement) and except as
such failure of any representation or warranty made in this Section 4.11(a) to
be true and correct which would not have a material adverse effect on the Parent
and its Subsidiaries:
 
          (a) Parent and its Subsidiaries have (i) duly filed (or there have
     been filed on their behalf) with the appropriate governmental authorities
     all Tax Returns required to be filed by them and such Tax Returns are true,
     correct and complete, and (ii) duly paid in full or made provision in
     accordance with GAAP (or there has been paid or provision has been made on
     their behalf) for the payment of all Taxes for all periods ending through
     the date hereof; and
 
          (b) Parent and its Subsidiaries have complied in all respects with all
     applicable laws, rules and regulations relating to the payment and
     withholding of Taxes (including withholding of Taxes pursuant to Sections
     1441 and 1442 of the Code or similar provisions under any foreign laws) and
     have, within the time and the manner prescribed by law, withheld from
     employee wages and paid over to the proper governmental authorities all
     amounts required to be so withheld and paid over under applicable laws.
 
     Section 4.12 Environmental.  Except as set forth in the Parent SEC
Documents, to the best knowledge of the Chief Executive Officer, Chief Financial
Officer, the most senior officer, and the most senior legal officer directly in
charge of environmental matters of Parent, there are no Environmental
Liabilities and Costs of Parent and its Subsidiaries that would have or are
reasonably likely to have a material adverse effect on Parent and its
Subsidiaries.
 
     Section 4.13 Financing.  Either Parent, UPRR or Sub has, or will have prior
to the consummation of the Offer or the satisfaction of the conditions to the
Merger, as the case may be, sufficient funds available to purchase the Shares
pursuant to the Offer and the Shares converted into the right to receive Cash
Consideration in the Merger.
 
     Section 4.14 Opinion of Financial Advisor.  Parent has received an opinion
from CS First Boston Corporation ('CS First Boston') dated the date of this
Agreement to the effect that, as of such date, the consideration to be paid by
Parent in the Offer and the Merger, taken together, is fair to Parent from a
financial point of view, a copy of which opinion has been delivered to the
Company.

                                   ARTICLE V
 
                                   COVENANTS
 
     Section 5.1 Interim Operations of the Company.  The Company covenants and
agrees that, except (i) as expressly provided in this Agreement, or (ii) with
the prior written consent of Parent, after the date hereof and prior to the
Effective Time:
 
          (a) the business of the Company and its Subsidiaries shall be
     conducted only in the ordinary course of business consistent with past
     practice or pursuant to Customary Actions and, to the extent consistent
     therewith, each of the Company and its Subsidiaries shall use its best
     efforts to preserve its business organization intact and maintain its
     existing relations with customers, suppliers, employees, creditors and
     business partners;
 
          (b) except as disclosed in Section 5.1(b) of the Disclosure Schedule,
     the Company will not, directly or indirectly, split, combine or reclassify
     the outstanding Company Common Stock, or any outstanding capital stock of
     any of the Subsidiaries of the Company;
 
                                      B-23

          (c) neither the Company nor any of its Subsidiaries shall:  (i) except
     as disclosed in Section 5.1(c) of the Disclosure Schedule, amend its
     articles of incorporation or by-laws or similar organizational documents;
     (ii) declare, set aside or pay any dividend or other distribution payable
     in cash, stock or property with respect to its capital stock other than
     dividends paid by the Company's Subsidiaries to the Company or its
     Subsidiaries; (iii) issue, sell, transfer, pledge, dispose of or encumber
     any additional shares of, or securities convertible into or exchangeable
     for, or options, warrants, calls, commitments or rights of any kind to
     acquire, any shares of capital stock of any class of the Company or its
     Subsidiaries, other than issuances pursuant to exercise of stock-based
     awards outstanding on the date hereof as disclosed in Section 3.2 or in
     Section 5.1(c) of the Disclosure Schedule; (iv) transfer, lease, license,
     sell, mortgage, pledge, dispose of, or encumber any material assets other
     than (a) in the ordinary course of business consistent with past practice
     or (b) pursuant to existing agreements disclosed in Section 5.1(c) of the
     Disclosure Schedule; or (v) except as set forth in Section 5.1(c) of the
     Disclosure Schedule, redeem, purchase or otherwise acquire directly or
     indirectly any of its capital stock;
 
          (d) neither the Company nor any of its Subsidiaries shall:  (i) except
     as otherwise provided in this Agreement, grant any increase in the
     compensation payable or to become payable by the Company or any of its
     Subsidiaries to any officer or employee (including through any new award
     made under, or the exercise of any discretion under, the Southern Pacific
     Rail Corporation Equity Incentive Plan; however, Chairman's Circle Awards
     in accordance with past practice may be made payable in cash or, with the
     written consent of Parent, in Shares), provided, however, the Company may
     increase compensation (x) as required pursuant to collective bargaining
     agreements and (y) for employees who have merit promotions and/or industry-
     competitive salary adjustments in the ordinary course and consistent with
     past practice; (ii) adopt any new, or amend or otherwise increase, or
     accelerate the payment or vesting of the amounts payable or to become
     payable under any existing, bonus, incentive compensation, deferred
     compensation, severance, profit sharing, stock option, stock purchase,
     insurance, pension, retirement or other employee benefit plan, agreement or
     arrangement; (iii) enter into any, or amend any existing, employment or
     severance agreement with or, except in accordance with the existing written
     policies of the Company, grant any severance or termination pay to any
     officer, director or employee of the Company or any of its Subsidiaries; or
     (iv) make any additional contributions to any grantor trust created by the
     Company to provide funding for non-tax-qualified employee benefits or
     compensation; or (v) provide any severance program to any Subsidiary which
     does not have a severance program as of the date of this Agreement, other
     than a program which is substantially identical to the Southern Pacific
     Lines Non-Agreement Severance Benefit Plan as revised on August 25, 1993;
     provided, however, the foregoing clauses (i) and (iii) shall not apply with
     respect to the initial compensation package for any officer or employee
     hired after the date of this Agreement if such package is
     industry-competitive and conforms to past practice;
 
          (e) neither the Company nor any of its Subsidiaries shall modify,
     amend or terminate any of the Company Agreements or waive, release or

     assign any material rights or claims, except in the ordinary course of
     business consistent with past practice and except for a Customary Action;
 
          (f) neither the Company nor any of its Subsidiaries shall permit any
     material insurance policy naming it as a beneficiary or a loss payable
     payee to be cancelled or terminated without notice to Parent, except in the
     ordinary course of business consistent with past practice and except for a
     Customary Action;
 
          (g) except as set forth in Section 5.1(g) of the Disclosure Schedule,
     neither the Company nor any of its Subsidiaries shall:  (i) incur or assume
     any debt except for (A) borrowings under existing credit facilities in an
     amount not to exceed $450 million and replacements therefor and
     refinancings thereof; provided, however, that the Company and its
     Subsidiaries shall not prepay or call any long-term borrowings; (B) capital
     leases under the Company's existing program to finance the rebuilding of
     freight cars and to finance equipment under existing purchase commitments;
     and (C) borrowings in the ordinary course of business consistent with past
     practice that do not exceed $12.5 million in the fiscal year ending
     December 31, 1995, $25 million in the fiscal year ending December 31, 1996
     and $12.5 million in the fiscal quarter ending March 31, 1997; (ii) assume,
     guarantee, endorse or otherwise become liable or responsible (whether
     directly, contingently or otherwise) for the obligations of any other
     person, except in the ordinary course of business consistent with past
     practice; (iii) make any loans, advances or capital contributions to, or
     investments in, any other person (other than to wholly-owned Subsidiaries
     of the Company or customary
 
                                      B-24

     loans or advances to employees in accordance with past practice); or (iv)
     enter into any material commitment (including, but not limited to, any
     capital expenditure or purchase of assets) other than in the ordinary
     course of business consistent with past practice or, in the case of capital
     expenditures, pursuant to Customary Actions;
 
          (h) neither the Company nor any of its Subsidiaries shall change any
     of the accounting principles used by it unless required by GAAP;
 
          (i) neither the Company nor any of its Subsidiaries shall pay,
     discharge or satisfy any claims, liabilities or obligations (absolute,
     accrued, asserted or unasserted, contingent or otherwise), other than the
     payment, discharge or satisfaction of any such claims, liabilities or
     obligations, (x) reflected or reserved against in, or contemplated by, the
     consolidated financial statements (or the notes thereto) of the Company and
     its consolidated Subsidiaries, (y) incurred in the ordinary course of
     business consistent with past practice or which are Customary Actions or
     (z) which are legally required to be paid, discharged or satisfied;
 
          (j) except as disclosed in Section 5.1(j) of the Disclosure Schedule,
     neither the Company nor any of its Subsidiaries will adopt a plan of
     complete or partial liquidation, dissolution, merger, consolidation,
     restructuring, recapitalization or other material reorganization of the
     Company or any of its Subsidiaries or any agreement relating to a Takeover

     Proposal (as defined in Section 5.6) (other than the Merger);
 
          (k) neither the Company nor any of its Subsidiaries knowingly will
     take, or agree to commit to take, any action that would make any
     representation or warranty of the Company contained herein inaccurate in
     any respect at, or as of any time prior to, the Effective Time;
 
          (l) other than between or among wholly-owned Subsidiaries of the
     Company which remain wholly-owned or between the Company and its
     wholly-owned Subsidiaries which remain wholly-owned, neither the Company
     nor any of its Subsidiaries will engage in any transaction with, or enter
     into any agreement, arrangement, or understanding with, directly or
     indirectly, any of the Company's affiliates, including, without limitation,
     any transactions, agreements, arrangements or understandings with any
     affiliate or other Person covered under Item 404 of Regulation S-K under
     the Securities Act that would be required to be disclosed under such Item
     404, other than pursuant to such agreements, arrangements, or
     understandings existing on the date of this Agreement (which are set forth
     on Section 5.1(l) of the Disclosure Schedule) or as disclosed in writing to
     Parent and Sub on the date hereof; provided, however, that any such
     agreement, arrangement or understanding disclosed in such writing shall be
     approved by at least two independent directors of the Company, after having
     received an appraisal or valuation from an independent appraiser or expert
     (reasonably acceptable to Parent) that the terms are fair to the Company
     and are no less favorable to the Company than could be obtained in an
     arms-length transaction with an unaffiliated party, and, provided, further,
     that the Company provides Parent with all information concerning any such
     agreement, arrangement or understanding that Parent may reasonably request;
     and
 
          (m) neither the Company nor any of its Subsidiaries will enter into an
     agreement, contract, commitment or arrangement to do any of the foregoing,
     or to authorize, recommend, propose or announce an intention to do any of
     the foregoing.
 
     For the purposes of this Agreement, a 'Customary Action' means an action
taken which occurs in the ordinary course of the relevant person's business and
where the taking of such action is generally recognized as being customary and
prudent for other major enterprises in such person's line of business.
 
     Section 5.2 Interim Operations of Parent.  Parent covenants and agrees
that, except (i) as expressly provided in this Agreement, or (ii) with the prior
written consent of the Company, after the date hereof and prior to the Effective
Time:
 
          (a) Parent will not, directly or indirectly, split, combine or
     reclassify the outstanding Parent Common Stock;
 
          (b) Parent shall not:  (i) amend its articles of incorporation; or
     (ii) declare, set aside or pay any dividend or other distribution payable
     in cash, stock or property with respect to its capital stock except for
     quarterly cash dividends consistent in amount with past practice, provided
     that Parent may increase its

                                      B-25

     dividend rate consistent with the amount reflected in Parent's long-range
     plan previously furnished to the Company, and except for dividends paid by
     Parent's Subsidiaries to Parent or its Subsidiaries;
 
          (c) neither Parent nor any of its Subsidiaries shall change any of the
     accounting principles used by it unless required by GAAP;
 
          (d) Parent will not issue, sell, transfer, pledge or dispose of direct
     or indirect beneficial ownership of the capital stock of UPRR or permit
     UPRR to sell, transfer or dispose of any substantial portion of or all of
     the assets of UPRR; and
 
          (e) neither Parent nor any of its Subsidiaries will enter into an
     agreement, contract, commitment or arrangement to do any of the foregoing,
     or to authorize, recommend, propose or announce an intention to do any of
     the foregoing.
 
     Section 5.3 Access to Information.  (a) To the extent permitted by
applicable law, the Company shall (and shall cause each of its Subsidiaries to)
afford to the officers, employees, accountants, counsel, financing sources and
other representatives of Parent, access, during normal business hours, during
the period prior to the Effective Time, to all of its and its Subsidiaries'
properties, books, contracts, commitments and records (including any Tax Returns
or other Tax related information pertaining to the Company and its Subsidiaries)
and, during such period, the Company shall (and shall cause each of its
Subsidiaries to) furnish promptly to Parent (a) a copy of each report, schedule,
registration statement and other document filed or received by it during such
period pursuant to the requirements of federal securities laws and (b) all other
information concerning its business, properties and personnel as Parent may
reasonably request (including any Tax Returns or other Tax related information
pertaining to the Company and its Subsidiaries); provided, however, that access
to certain Company information may require the entry of a protective order by
the ICC, after which date full access will be granted to such information
consistent with this paragraph and subject to the terms of such order. Parent
will hold any such information which is nonpublic in confidence in accordance
with the provisions of the existing confidentiality agreement between the
Company and Parent (the 'Confidentiality Agreement').
 
     (b) To the extent permitted by applicable law, Parent shall (and shall
cause each of its Subsidiaries to) afford to the officers, employees,
accountants, counsel, financing sources and other representatives of the
Company, access, during normal business hours, during the period prior to the
Effective Time, to all of its and its Subsidiaries' properties, books,
contracts, commitments and records (including any Tax Returns or other Tax
related information pertaining to Parent and its Subsidiaries) and, during such
period, Parent shall (and shall cause each of its Subsidiaries to) furnish
promptly to the Company (a) a copy of each report, schedule, registration
statement and other document filed or received by it during such period pursuant
to the requirements of the federal securities laws and (b) all other information
as the Company may reasonably request (including any Tax Returns or other Tax
related information pertaining to Parent and its Subsidiaries); provided,
however, that access to certain Parent information may require the entry of a

protective order by the ICC, after which date full access will be granted to
such information consistent with this paragraph and subject to the terms of such
order. The Company will hold any such information which is nonpublic in
confidence in accordance with the provisions of the Confidentiality Agreement.
 
     Section 5.4 Spinco Spin-off.  The Company acknowledges that Parent has
announced its intention to effect an initial public offering of no more than
17.25% (not including employee shares or employee options) of, and to distribute
to its stockholders, as a pro rata dividend, the remainder of, the shares of
capital stock of Spinco. Parent agrees that no dividend shall be declared for
any distribution of shares of capital stock of Spinco or for the distribution to
Parent's stockholders of any proceeds or any other disposition of Spinco or the
assets thereof, and no declaration of or record date for any such distribution
shall occur, until after the consummation of the Merger. If any tax opinion or
IRS private letter ruling is requested by Parent and issued in connection with
such distribution of shares of capital stock of Spinco, such tax opinion or IRS
private letter ruling shall provide that no income, gain or loss will be
recognized by Parent shareholders (including former Company shareholders who
receive Parent stock in the Merger) upon the receipt of Spinco stock.
 
     Section 5.5 Consents and Approvals.  (a) Parent and the Company shall, and
each shall cause each of its Subsidiaries to, subject to the following sentence,
(i) cooperate with one another to prepare and present to the ICC, or any
successor applying substantially similar standards of review and procedures (a
'Similar
 
                                      B-26

Successor'), as soon as practicable all filings and other presentations in
connection with seeking any ICC or Similar Successor approval, exemption or
other authorization necessary to consummate the transactions contemplated by
this Agreement (including, without limitation, the matters contemplated by
Section 5.3 hereof) and the Ancillary Agreements, (ii) prosecute such filings
and other presentations with diligence, (iii) diligently oppose any objections
to, appeals from or petitions to reconsider or reopen any such ICC or Similar
Successor approval by persons not party to this Agreement, and (iv) take all
such further action as in Parent's and the Company's judgment reasonably may
facilitate obtaining a final order or orders of the ICC or Similar Successor
approving such transactions consistent with this Agreement and the Ancillary
Agreements. Subject to consultation with the Company and after giving good faith
consideration to the views of the Company, Parent shall have final authority
over the development, presentation and conduct of the ICC or Similar Successor
case, including over decisions as to whether to agree to or acquiesce in
conditions.
 
     (b) Each of the Company, Parent, UPRR and Sub will take all reasonable
actions necessary to comply promptly with all legal requirements which may be
imposed on it with respect to this Agreement and the Ancillary Agreements and
the transactions contemplated hereby and thereby (which actions shall include,
without limitation, furnishing all information in connection with approvals of
or filings with any Governmental Entity, including, without limitation, any
schedule, or reports required to be filed with the SEC, (other than the ICC or a
Similar Successor which is covered by subsection (a) of this Section 5.5)), and
will promptly cooperate with and furnish information to each other in connection

with any such requirements imposed upon any of them or any of their Subsidiaries
in connection with this Agreement and the Ancillary Agreements and the
transactions contemplated hereby and thereby. Each of the Company, Parent, UPRR
and Sub will, and will cause its Subsidiaries to, take all reasonable actions
necessary to obtain any consent, authorization, order or approval of, or any
exemption by, any Governmental Entity or other public or private third party
(other than the ICC or a Similar Successor which is covered by subsection (a) of
this Section 5.5), required to be obtained or made by Parent, UPRR, Sub, the
Company or any of their Subsidiaries in connection with the Offer, the Merger or
the taking of any action contemplated thereby or by this Agreement or the
Ancillary Agreements. Subject to consultation with the Company and after giving
good faith consideration to the views of the Company, Parent shall have final
authority over the development, presentation and conduct of any case before a
Governmental Entity in connection with this Agreement, the Ancillary Agreements
and the transactions contemplated hereby and thereby.
 
     Section 5.6 Employee Benefits.  (a) Parent agrees to cause Surviving
Corporation and its Subsidiaries to honor and assume, and Surviving Corporation
agrees to honor and assume, the Employment Agreements, Contractual Supplemental
Executive Retirement Agreements and Stock Bonus Agreements, all as listed under
those categories on Section 3.9(a)(i) of the Disclosure Schedule, true and
accurate copies of which have previously been made available to Parent.
Notwithstanding the foregoing, nothing in this Section 5.6 shall be deemed to
require the employment of any Nonagreement Employee to be continued for any
particular period of time.
 
     (b) Parent agrees to cause Surviving Corporation and its Subsidiaries to
honor and assume, and Surviving Corporation agrees to honor and assume, the
Company's employee benefit plans and employee programs, arrangements and
agreements listed on Section 3.9 of the Disclosure Schedule, true and accurate
copies of which have previously been made available to Parent. Nothing in this
Agreement shall prohibit Parent, Surviving Corporation or its Subsidiaries from
amending or terminating any such plan, program, arrangement or agreement at any
time in accordance with applicable law (except as to benefits already vested
thereunder); provided that the severance plan for employees of the Company and
its Subsidiaries who are terminated other than for cause, as in effect on the
date of this Agreement, shall be continued in effect for at least one year
following the Effective Time.
 
     (c) Parent and Surviving Corporation agree to cause the Committee under the
Southern Pacific Rail Corporation Equity Incentive Plan (the 'EIP') to make
adequate provision for the adjustment of outstanding Awards under the Stock
Bonus Agreements issued under EIP, in accordance with Section 5.2(b) of EIP.
 
     (d) Promptly after the completion of the purchase of Shares pursuant to the
Offer, the Company and its Subsidiaries shall establish a 'Management Continuity
Plan (the 'MCP')' that will provide certain payments described in Section 5.6(d)
of the Disclosure Schedule (the 'MCP Awards') to certain Nonagreement
 
                                      B-27

Employees of the Company or its Subsidiaries (whether employed at the date of
this Agreement or hired subsequently). Promptly after the later of (i) the
establishment of the MCP or (ii) a Nonagreement Employee's date of hire (or

promotion, if applicable), the Company will communicate in writing to each
Nonagreement Employee who is eligible to participate in the MCP the amount of
his or her potential MCP Award and its conditions of payment. Certain eligible
Nonagreement Employees and their potential MCP Awards are listed in Section
5.6(d) of the Disclosure Schedule; other eligible employees will be designated
at the later of the date the MCP is established or the respective employee's
date of hire (or promotion, if applicable). In order to become an 'MCP
Participant', the eligible employee must waive, within 60 days of the later of
completion of purchase of Shares pursuant to the Offer or his or her date of
hire (or promotion, if applicable), any right to receive a payment from any
other incentive plan, incentive program or incentive arrangement maintained by
the Company (or its Subsidiaries) or the Surviving Corporation (or its
Subsidiaries), except for rights under the two Stock Bonus Agreements listed in
Section 3.9(a), Part I of the Stock Bonus Agreement category, of the Disclosure
Schedule.
 
     Payment of each MCP Award shall be made in two parts, subject to the
respective MCP Participant's fulfilling certain conditions:
 
          First Payment:
 
          If the MCP Participant is employed by the Company or its Subsidiaries
     on December 15, 1995 and has not, prior to December 15, 1995, received a
     written notice from the employer that the MCP Participant is not fulfilling
     his or her work performance obligations, then, if the MCP Participant is a
     Group I Employee, sixty percent (60%) of the MCP Award shall be paid to
     such MCP Participant prior to December 31, 1995, or, if the MCP Participant
     is not a Group I Employee, fifty percent (50%) of the MCP Award shall be
     paid to such MCP Participant prior to December 31, 1995.
 
          Second Payment:
 
          If the MCP Participant is employed by the Company or its Subsidiaries
     at the Effective Time and has not, prior to the Effective Time, received a
     written notice from the employer that the MCP Participant is not fulfilling
     his or her work performance obligations, the MCP Participant becomes
     entitled to the remainder of his or her MCP Award (the 'Second Payment'),
     subject to the further condition that the MCP Participant continue to be so
     employed for at least sixty (60) days immediately following the Effective
     Time, unless such employment is earlier terminated at the request of the
     Surviving Corporation or its Subsidiaries. The Second Payment shall be made
     at the earlier of the 60th day following the Effective Time or the day of
     such earlier termination.
 
     (e) Promptly after completion of the purchase of Shares pursuant to the
Offer, the Company and its Subsidiaries shall establish an enhanced severance
program (the 'Enhanced Severance Program') that will provide certain additional
severance amounts to terminated Nonagreement Employees who become entitled to
severance pursuant to (i) the Southern Pacific Line Non-Agreement Severance
Benefit Plan as revised August 25, 1993 (the 'Severance Plan'), (ii) the
substantially identical plans to be established for certain Subsidiaries which
do not currently have a severance plan (the 'New Identical Plans'), or (iii) the
individual agreements in existence on the date of this Agreement which provide
severance benefits. The payments to be made pursuant to this Section 5.6(e) are

described in Section 5.6(e) of the Disclosure Schedule. The Parent agrees to
cause the Surviving Corporation and its Subsidiaries to maintain and honor, and
the Surviving Corporation agrees that it will maintain and honor, the Enhanced
Severance Program, the Severance Plan and the New Identical Plans, without any
amendment, for one year after the Effective Time. Parent and Surviving
Corporation agree the Severance Plan and New Identical Plans may be amended to
provide that the following events shall constitute a constructive termination
thereunder which will entitle a Group A or Group B Employee to severance
thereunder: (i) reduction in base salary, (ii) being required to work at a job
which is not commensurate with the individual's skills, or (iii) being required
to accept a new principal place of work which is at least fifty (50) miles
farther from the individual's old residence than the individual's old residence
was from the individual's former place of work. Parent and Surviving Corporation
agree the Severance Plan and New Identical Plans may be amended to provide that
the following event shall constitute a constructive termination thereunder which
will entitle a Group C Employee to severance thereunder: reduction in base
salary.
 
                                      B-28

     Section 5.7 No Solicitation.  (a) The Company (and its Subsidiaries, and
affiliates over which it exercises control) will not, and the Company (and its
Subsidiaries, and affiliates over which it exercises control) will use their
best efforts to ensure that their respective officers, directors, employees,
investment bankers, attorneys, accountants and other agents do not, directly or
indirectly: (i) initiate, solicit or encourage, or take any action to facilitate
the making of, any offer or proposal which constitutes or is reasonably likely
to lead to any Takeover Proposal (as defined below) of the Company or any
Subsidiary or an inquiry with respect thereto, or, (ii) in the event of an
unsolicited Takeover Proposal for the Company or any Subsidiary or affiliate of
the Company, engage in negotiations or discussions with, or provide any
information or data to, any corporation, partnership, person or other entity or
group (other than Parent, any of its affiliates or representatives) ('Person')
relating to any Takeover Proposal, except in the case of clause (ii) above to
the extent that the Company's Board of Directors determines, after having
received the oral or written opinion of outside legal counsel to the Company,
that the failure to engage in such negotiation or discussions or provide such
information would result in a breach of the Board of Directors' fiduciary duties
under applicable law. The Company shall notify Parent, UPRR and Sub orally and
in writing of any such offers, proposals, inquiries or Takeover Proposals
(including, without limitation, the material terms and conditions thereof and
the identity of the Person making it), within 24 hours of the receipt thereof,
shall thereafter inform Parent on a reasonable basis of the status and content
of any discussions or negotiations with such a third party, including any
material changes to the terms and conditions thereof, and shall give Parent
three days' advance notice of any information to be supplied to any Person
making such offer, proposal, inquiry or Takeover Proposal. The Company shall,
and shall cause its Subsidiaries and affiliates, and their respective officers,
directors, employees, investment bankers, attorneys, accountants and other
agents to, immediately cease and cause to be terminated all discussions and
negotiations that have taken place prior to the date hereof, if any, with any
parties conducted heretofore with respect to any Takeover Proposal relating to
the Company.

     (b) As used in this Agreement, 'Takeover Proposal' when used in connection
with any Person shall mean any tender or exchange offer involving the capital
stock of such Person, any proposal for a merger, consolidation or other business
combination involving such Person or any Subsidiary of such Person, any proposal
or offer to acquire in any manner a substantial equity interest in, or a
substantial portion of the business or assets of, such Person or any Subsidiary
of such Person, any proposal or offer with respect to any recapitalization or
restructuring with respect to such Person or any Subsidiary of such Person or
any proposal or offer with respect to any other transaction similar to any of
the foregoing with respect to such Person or any Subsidiary of such Person other
than pursuant to the transactions to be effected pursuant to this Agreement.
 
     Section 5.8 Additional Agreements.  Subject to the terms and conditions
herein provided, each of the parties hereto agrees to use its best efforts to
take, or cause to be taken, all action and to do, or cause to be done, all
things necessary, proper or advisable, whether under applicable laws and
regulations or otherwise, or to remove any injunctions or other impediments or
delays, legal or otherwise, to consummate and make effective the Merger and the
other transactions contemplated by this Agreement. In case at any time after the
Effective Time any further action is necessary or desirable to carry out the
purposes of this Agreement, the proper officers and directors of the Company and
Parent shall use their best efforts to take, or cause to be taken, all such
necessary actions.
 
     Section 5.9 Publicity.  So long as this Agreement is in effect, neither the
Company nor Parent nor affiliates which either of them control shall issue or
cause the publication of any press release or other public statement or
announcement with respect to this Agreement or the Ancillary Agreements or the
transactions contemplated hereby or thereby without the prior consultation of
the other party, except as may be required by law or by obligations pursuant to
any listing agreement with a national securities exchange.
 
     Section 5.10 Notification of Certain Matters.  The Company shall give
prompt notice to Parent, and Parent shall give prompt notice to the Company, of
(a) the occurrence, or non-occurrence of any event the occurrence or
non-occurrence of which would cause any representation or warranty contained in
this Agreement to be untrue or inaccurate in any material respect at or prior to
the Effective Time and (b) any material failure of the Company or Parent, as the
case may be, to comply with or satisfy any covenant, condition or agreement to
be complied with or satisfied by it hereunder; provided, however, that the
delivery of any notice pursuant to this Section 5.10 shall not limit or
otherwise affect the remedies available hereunder to the party receiving such
notice.
 
                                      B-29

     Section 5.11 Directors' and Officers' Insurance and
Indemnification.  Parent agrees that at all times after the Effective Time, it
shall indemnify, or shall cause the Surviving Corporation and its Subsidiaries
to indemnify, each person who is now, or has been at any time prior to the date
hereof, an employee, agent, director or officer of the Company or of any of the
Company's Subsidiaries, successors and assigns (individually an 'Indemnified
Party' and collectively the 'Indemnified Parties'), to the same extent and in
the same manner as is now provided in the respective charters or by-laws of the

Company and such Subsidiaries or otherwise in effect on the date hereof, with
respect to any claim, liability, loss, damage, cost or expense (whenever
asserted or claimed) ('Indemnified Liability') based in whole or in part on, or
arising in whole or in part out of, any matter existing or occurring at or prior
to the Effective Time. Parent shall, and shall cause the Surviving Corporation
to, maintain in effect for not less than six (6) years after consummation of the
Merger the current policies of directors' and officers' liability insurance
maintained by the Company and its Subsidiaries on the date hereof (provided that
Parent may substitute therefor policies having at least the same coverage and
containing terms and conditions which are no less advantageous to the persons
currently covered by such policies as insured) with respect to matters existing
or occurring at or prior to the Effective Time; provided, however, that if the
aggregate annual premiums for such insurance at any time during such period
shall exceed 200% of the per annum rate of premium currently paid by the Company
and its Subsidiaries for such insurance on the date of this Agreement, then
Parent shall cause the Surviving Corporation to, and the Surviving Corporation
shall, provide the maximum coverage that shall then be available at an annual
premium equal to 200% of such rate, and Parent, in addition to the
indemnification provided above in this Section 5.11, shall indemnify the
Indemnified Parties for the balance of such insurance coverage on the same terms
and conditions as though Parent were the insurer under those policies. Without
limiting the foregoing, in the event any Indemnified Party becomes involved in
any capacity in any action, proceeding or investigation based in whole or in
part on, or arising in whole or in part out of, any matter, including the
transactions contemplated hereby, existing or occurring at or prior to the
Effective Time, then to the extent permitted by law Parent shall, or shall cause
the Surviving Corporation to, periodically advance to such Indemnified Party its
legal and other expenses (including the cost of any investigation and
preparation incurred in connection therewith), subject to the provision by such
Indemnified Party of an undertaking to reimburse the amounts so advanced in the
event of a final determination by a court of competent jurisdiction that such
Indemnified Party is not entitled thereto. Promptly after receipt by an
Indemnified Party of notice of the assertion (an 'Assertion') of any claim or
the commencement of any action against him in respect to which indemnity or
reimbursement may be sought against Parent, the Company, the Surviving
Corporation or a Subsidiary of the Company or the Surviving Corporation
('Indemnitors') hereunder, such Indemnified Party shall notify any Indemnitor in
writing of the Assertion, but the failure to so notify any Indemnitor shall not
relieve any Indemnitor of any liability it may have to such Indemnified Party
hereunder except where such failure shall have materially and irreversibly
prejudiced Indemnitor in defending against such Assertion. Indemnitors shall be
entitled to participate in and, to the extent Indemnitors elect by written
notice to such Indemnified Party within 30 days after receipt by any Indemnitor
of notice of such Assertion, to assume the defense of such Assertion, at their
own expense, with counsel chosen by Indemnitors and reasonably satisfactory to
such Indemnified Party. Notwithstanding that Indemnitors shall have elected by
such written notice to assume the defense of any Assertion, such Indemnified
Party shall have the right to participate in the investigation and defense
thereof, with separate counsel chosen by such Indemnified party, but in such
event the fees and expenses of such counsel shall be paid by such Indemnified
Party. No Indemnified Party shall settle any Assertion without the prior written
consent of Parent, nor shall Parent settle any Assertion without either (i) the
written consent of all Indemnified Parties against whom such Assertion was made,
or (ii) obtaining a general release from the party making the Assertion for all

Indemnified Parties as a condition of such settlement. The provisions of this
Section 5.11 are intended for the benefit of, and shall be enforceable by, the
respective Indemnified Parties.
 
     Section 5.12 Rule 145 Affiliates.  At least 40 days prior to the Closing
Date, the Company shall deliver to Parent a letter identifying, to the best of
the Company's knowledge, all persons who are, at the time of the Company Special
Meeting, deemed to be 'affiliates' of the Company for purposes of Rule 145 under
the Securities Act ('Company Affiliates'). The Company shall use its best
efforts to cause each Person who is identified as a Company Affiliate to deliver
to Parent at least 30 days prior to the Closing Date an agreement substantially
in the form of Exhibit I to this Agreement.
 
     Section 5.13 Cooperation.  Parent and the Company shall together, or
pursuant to an allocation of responsibility to be agreed upon between them,
coordinate and cooperate (a) with respect to the timing of the
 
                                      B-30

Company Special Meeting, (b) in determining whether any action by or in respect
of, or filing with, any Governmental Entity (other than the ICC which is covered
by Section 5.5(a) hereof) is required, or any actions, consents approvals or
waivers are required to be obtained from parties to any material contracts, in
connection with the consummation of the transactions contemplated by this
Agreement and the Ancillary Agreements, and (c) in seeking any such actions,
consents, approvals or waivers or making any such filings, furnishing
information required in connection therewith and timely seeking to obtain any
such actions, consents approvals or waivers. Subject to the terms and conditions
of this Agreement, Parent and the Company will each use its best efforts to have
the Registration Statement declared effective under the Securities Act as
promptly as practicable after the Registration Statement is filed, and Parent
and the Company shall, subject to applicable law, confer on a regular and
frequent basis with one or more representatives of one another to report
operational matters of significance to the Merger and the general status of
ongoing operations insofar as relevant to the Merger, provided that the parties
will not confer on any matter to the extent inconsistent with law.
 
     Section 5.14. Proxy Statement/Prospectus.  As soon as practicable following
the consummation of the Offer, Parent and the Company shall prepare and file
with the SEC the Proxy Statement/Prospectus and each shall use its best efforts
to have the Proxy Statement/Prospectus cleared by the SEC as promptly as
practicable. As soon as practicable following such clearance Parent shall
prepare and file with the SEC the Registration Statement, of which the Proxy
Statement/Prospectus will form a part, and shall use its best efforts to have
the Registration Statement declared effective by the SEC as promptly as
practicable thereafter. Parent and the Company shall cooperate with each other
in the preparation of the Proxy Statement/Prospectus, and each will provide to
the other promptly copies of all correspondence between it or any of its
representatives and the SEC. Each of the Company and Parent shall furnish all
information concerning it required to be included in the Registration Statement
and the Proxy Statement/Prospectus, and as promptly as practicable after the
effectiveness of the Registration Statement, the Proxy Statement/Prospectus will
be mailed to the stockholders of the Company. No amendment or supplement to the
Registration Statement or the Proxy Statement/Prospectus will be made without

the approval of each of the Company and Parent, which approval will not be
unreasonably withheld or delayed. Each of the Company and Parent will advise the
other promptly after it receives notice thereof, of the time when the
Registration Statement has become effective or any amendment thereto or any
supplement or amendment to the Proxy Statement/Prospectus has been filed, or the
issuance of any stop order, or the suspension of the qualification of the Parent
Common Stock to be issued in the Merger for offering or sale in any
jurisdiction, or of any request by the SEC or the NYSE for amendment of the
Registration Statement or the Proxy Statement/Prospectus.
 
     Section 5.15 Tax-Free Reorganization.  The parties intend the transaction
to qualify as a reorganization under Sections 368(a)(1)(A) and 368(a)(2)(D) of
the Code; each party and its affiliates shall use all reasonable efforts to
cause the Merger to so qualify; neither party nor any affiliate shall take any
action that would cause the Merger not to qualify as a reorganization under
those Sections; and the parties will take the position for all purposes that the
Merger qualifies as a reorganization under those Sections.
 
     Section 5.16 Restructuring.  Parent covenants and agrees that, no later
than one day prior to the Effective Time, it shall cause (a) Union Pacific
Holdings, Inc. ('Holdings') to distribute all of its assets and liabilities (by
merger or otherwise) to Parent in a complete liquidation under Section 332 of
the Code and (b) Sub to distribute all of its assets and liabilities (by merger
or otherwise) to UPRR in a complete liquidation under Section 332 of the Code.
 
                                   ARTICLE VI
 
                                   CONDITIONS
 
     Section 6.1 Conditions to the Obligations of Each Party.  The obligations
of the Company, on the one hand, and Parent, UPRR and Sub, on the other hand, to
consummate the Merger are subject to the satisfaction (or, if permissible,
waiver by the party for whose benefit such conditions exist) of the following
conditions:
 
          (a) this Agreement shall have been adopted by the stockholders of the
     Company in accordance with the DGCL;
 
                                      B-31

          (b) if required by the rules of the New York Stock Exchange, Inc.
     ('NYSE') or by law, the issuance of Parent Common Stock in the Merger shall
     have been approved by the stockholders of Parent in accordance with the
     rules of the NYSE and applicable law;
 
          (c) no court, arbitrator or governmental body, agency or official
     shall have issued any order, decree or ruling and there shall not be any
     statute, rule or regulation, restraining, enjoining or prohibiting the
     consummation of the Merger or which would materially and adversely affect
     the long-term benefits expected to be received by Parent from the
     transactions contemplated by this Agreement; and
 
          (d) the Registration Statement shall have become effective under the
     Securities Act and no stop order suspending effectiveness of the

     Registration Statement shall have been issued and no proceeding for that
     purpose shall have been initiated or threatened by the SEC.
 
     Section 6.2 Conditions to the Obligations of Parent, UPRR and Sub.  The
obligations of Parent, UPRR and Sub to consummate the Merger are subject to the
satisfaction (or waiver by Parent) of the following further conditions:
 
          (a) the representations and warranties of the Company shall have been
     true and accurate both when made and (except for those representations and
     warranties that address matters only as of a particular date or only with
     respect to a specific period of time which need only be true and accurate
     as of such date or with respect to such period) as of the Effective Time as
     if made at and as of such time, except where the failure of such
     representations and warranties to be so true and correct (without giving
     effect to any limitation as to 'materiality' or 'material adverse effect'
     set forth therein), would not have and is not reasonably likely to have a
     material adverse effect on the Company and its Subsidiaries;
 
          (b) the Company shall have performed in all material respects its
     obligations hereunder required to be performed by it at or prior to the
     Effective Time;
 
          (c) (i) the ICC or any Similar Successor shall have issued a decision
     (which decision shall not have been stayed or enjoined) that (A)
     constitutes a final order approving, exempting or otherwise authorizing
     consummation of the Merger and all other transactions contemplated by this
     Agreement and the Ancillary Agreements (or subsequently presented to the
     ICC or a Similar Successor by agreement of Parent and the Company) as may
     require such authorization and (B) does not (1) change or disapprove of the
     Merger Consideration or other material provisions of Article II of this
     Agreement or (2) impose on Parent, the Company or any of their respective
     Subsidiaries any other terms or conditions (including, without limitation,
     labor protective provisions but excluding conditions heretofore imposed by
     the ICC in New York Dock Railway--Control--Brooklyn Eastern District, 360
     I.C.C. 60 (1979)) that materially and adversely affect the long-term
     benefits expected to be received by Parent from the transactions
     contemplated by this Agreement; or (ii) no successor to the ICC (other than
     a Similar Successor) shall have required any divestiture, hold separate, or
     other restriction or action in connection with the expiration or
     termination of any waiting period applicable to this Agreement and the
     transactions contemplated hereby, or in connection with any other action by
     or in respect of or filing with such successor, that would materially and
     adversely affect the long-term benefits expected to be received by Parent
     from the transactions contemplated by this Agreement;
 
          (d) all actions by or in respect of or filings with any governmental
     body, agency official, or authority required to permit the consummation of
     the Merger (other than approval of the ICC or any Similar Successor, which
     is addressed in Section 6.2(c) hereof) shall have been obtained but
     excluding any consent, approval, clearance or confirmation the failure to
     obtain which would not have a material adverse effect on Parent, the
     Company or, after the Effective Time, the Surviving Corporation;
 
          (e) each of the Ancillary Agreements shall be valid, in full force and

     effect and complied with in all material respects (including, without
     limitation, the absence of any challenge, change or disapproval of the
     Ancillary Agreements by the ICC or any successor), except for such failure
     to be in full force and effect and such non-compliance that does not
     materially and adversely affect the benefits expected to be received by
     Parent, UPRR and Sub under the Anschutz Stockholder Agreement, the
     Parent/Company Registration Rights Agreement, this Agreement and the
     Ancillary Agreements;
 
                                      B-32

          (f) since the date of this Agreement, there shall not have occurred
     any event, change or effect having, or which would be reasonably likely to
     have, individually or in the aggregate (after taking into account the
     proceeds of insurance coverage), a material adverse effect on the Company
     and its Subsidiaries, taken as a whole, as a result of or arising out of
     'force majeure' (where 'force majeure' shall mean any act of God
     (including, without limitation, earthquake, hurricane, flood, tornado or
     fire)), accident, damage to or destruction of facilities, properties or
     assets (tangible or intangible), war, civil disturbance, national calamity
     (excluding an economic crisis in and of itself) or acts of terrorism; and
 
          (g) Parent shall have received an opinion of nationally recognized tax
     counsel to Parent, to the effect that the Merger (whether or not the Offer
     is integrated with the Merger for federal income tax purposes) will qualify
     as a reorganization within the meaning of Section 368 of the Code and in
     rendering such opinion tax counsel may rely upon representations provided
     by the parties hereto as well as certain stockholders of the parties.
 
     Section 6.3 Conditions to the Obligations of the Company.  The obligations
of the Company to consummate the Merger are subject to the satisfaction (or
waiver by the Company) of the following further conditions:
 
          (a) the representations and warranties of Parent, UPRR and Sub (other
     than the representations and warranties set forth in Sections 4.7, 4.10,
     4.11 and 4.12) shall have been true and accurate both when made and (except
     for those representations and warranties that address matters only as of a
     particular date or only with respect to a specific period of time which
     need only be true and accurate as of such date or with respect to such
     period) as of the Effective Time as if made at and as of such time, except
     where the failure of such representations and warranties to be so true and
     correct (without giving effect to any limitation as to 'materiality' or
     'material adverse effect' set forth therein), would not have and is not
     reasonably likely to have, individually or in the aggregate, a material
     adverse effect on Parent and its Subsidiaries;
 
          (b) each of Parent, UPRR and Sub shall have performed in all material
     respects all of the respective obligations hereunder required to be
     performed by Parent, UPRR or Sub, as the case may be, at or prior to the
     Effective Time;
 
          (c) the Parent Common Stock to be issued in the Merger shall have been
     approved for listing on the New York Stock Exchange, subject to official
     notice of issuance;

          (d) the ICC shall have issued a decision (which decision shall not
     have been stayed or enjoined) that (i) constitutes a final order approving,
     exempting or otherwise authorizing consummation of the Merger and all other
     transactions contemplated by this Agreement or subsequently presented to
     the ICC by agreement of the Company and Parent, as may require such
     authorization and (ii) does not change or disapprove of the Merger
     Consideration or other material provisions of Article II of this Agreement;
 
          (e) since the date of this Agreement, there shall not have occurred
     any event, change or effect having, or which would be reasonably likely to
     have, individually or in the aggregate (after taking into account the
     proceeds of insurance coverage), a material adverse effect on Parent and
     its Subsidiaries, taken as a whole, as a result of or arising out of 'force
     majeure' (where 'force majeure' shall mean any act of God (including,
     without limitation, earthquake, hurricane, flood, tornado or fire)),
     accident, damage to or destruction of facilities, properties or assets
     (tangible or intangible), war, civil disturbance, national calamity
     (excluding an economic crisis in and of itself) or acts of terrorism; and
 
          (f) the Company shall have received an opinion of nationally
     recognized tax counsel to the Company, to the effect that the Merger
     (whether or not the Offer is integrated with the Merger for federal income
     tax purposes) will qualify as a reorganization within the meaning of
     Section 368(a) of the Code and in rendering such opinion tax counsel may
     rely upon representations provided by the parties hereto as well as certain
     stockholders of the parties.
 
                                      B-33

                                  ARTICLE VII
 
                                  TERMINATION
 
     Section 7.1 Termination.  Anything herein or elsewhere to the contrary
notwithstanding, this Agreement may be terminated and the Merger contemplated
herein may be abandoned at any time prior to the Effective Time, whether before
or after stockholder approval thereof:
 
          (a) By the mutual consent of the Board of Directors of Parent and the
     Board of Directors of the Company.
 
          (b) By either of the Board of Directors of the Company or the Board of
     Directors of Parent:
 
             (i) if the Merger shall not have occurred on or prior to March 31,
        1997; provided, however, that the right to terminate this Agreement
        under this Section 7.1(b)(i) shall not be available to any party whose
        failure to fulfill any obligation under this Agreement has been the
        cause of, or resulted in, the failure of the Merger to occur on or prior
        to such date;
 
             (ii) if any Governmental Entity shall have issued an order, decree
        or ruling or taken any other action (which order, decree, ruling or
        other action the parties hereto shall use their best efforts to lift),
        in each case permanently restraining, enjoining or otherwise prohibiting
        the transactions contemplated by this Agreement and such order, decree,
        ruling or other action shall have become final and non-appealable; or
 
             (iii) if Parent or Sub has not purchased Shares in accordance with
        the terms of the Offer within 90 days following the commencement of the
        Offer; provided, however, that the right to terminate this Agreement
        under this Section 7.1(b)(iii) shall not be available to any party whose
        failure to fulfill any obligations under this Agreement has been the
        cause of, or resulted in, the failure to satisfy the conditions to the
        Offer.
 
          (c) By the Board of Directors of the Company:
 
             (i) if, prior to the purchase of 39,034,471 Shares pursuant to the
        Offer, or if fewer than 39,034,471 Shares are tendered, the purchase of
        at least 15% of the outstanding Shares pursuant to the Offer, the Board
        of Directors of the Company shall have (A) withdrawn, or modified or
        changed in a manner adverse to Parent or Sub its approval or
        recommendation of this Agreement or the Merger in order to approve and
        permit the Company to execute a definitive agreement relating to a
        Takeover Proposal, and (B) determined, after having received the oral or
        written opinion of outside legal counsel to the Company, that the
        failure to take such action as set forth in the preceding clause (A)
        would result in a breach of the Board of Directors' fiduciary duties
        under applicable law; provided, however, that (1) the Board of Directors
        of the Company shall have determined that notwithstanding a binding
        commitment to consummate an agreement of the nature of this Agreement

        entered into in the proper exercise of their applicable fiduciary
        duties, and notwithstanding all concessions which may be offered by
        Parent, UPRR or Sub in negotiations entered into pursuant to clause (2)
        below, such fiduciary duties would also require the directors to
        terminate this Agreement as a result of such Takeover Proposal; and (2)
        prior to any such termination, the Company shall, and shall cause its
        respective financial and legal advisors to, negotiate with Parent, UPRR
        or Sub to make such adjustments in the terms and conditions of this
        Agreement as would enable the Company to proceed with the transactions
        contemplated herein on such adjusted terms, and (3) the Company shall
        have given Parent and Sub three days' advance notice of any termination
        pursuant to this Section 7.1(c)(i); or
 
             (ii) if Parent, UPRR or Sub (x) breaches or fails in any material
        respect to perform or comply with any of its material covenants and
        agreements contained herein or (y) breaches its representations and
        warranties in any material respect and such breach would have or would
        be reasonably likely to have a material adverse effect on Parent and its
        Subsidiaries, in each case such that the conditions set forth in Section
        6.1 or Section 6.2 would not be satisfied; provided, however, that if
        any such breach is curable by the breaching party through the exercise
        of the breaching party's best efforts and for so long as the breaching
        party shall be so using its best efforts to cure such breach, the
        Company may not terminate this Agreement pursuant to this Section
        7.1(c)(ii).
 
                                      B-34

          (d) By the Board of Directors of Parent:
 
             (i) if the Company (x) breaches or fails in any material respect to
        perform or comply with any of its material covenants and agreements
        contained herein or (y) breaches its representations and warranties in
        any material respect and such breach would have or would be reasonably
        likely to have a material adverse effect on the Company and its
        Subsidiaries, in each case such that the conditions set forth in Section
        6.1 or Section 6.3 would not be satisfied; provided, however, that if
        any such breach is curable by the Company through the exercise of the
        Company's best efforts and for so long as the Company shall be so using
        its best efforts to cure such breach, Parent may not terminate this
        Agreement pursuant to this Section 7.1(d)(i); or
 
             (ii) if (A) prior to the Effective Time, the Board of Directors of
        the Company shall have withdrawn, or modified or changed in a manner
        adverse to Parent, UPRR or Sub its approval or recommendation of this
        Agreement or the Offer or Merger or shall have recommended a Takeover
        Proposal or other business combination, or the Company shall have
        entered into an agreement in principle (or similar agreement) or
        definitive agreement providing for a Takeover Proposal or other business
        combination with a person or entity other than Parent, UPRR, Sub or
        their Subsidiaries (or the Board of Directors of the Company resolves to
        do any of the foregoing), or (B) prior to the certification of the vote
        of the Company's shareholders to approve the Merger at the Company
        Special Meeting, it shall have been publicly disclosed or Parent, UPRR

        or Sub shall have learned that (x) any person, entity or 'group' (as
        that term is defined in Section 13(d)(3) of the Exchange Act) (an
        'Acquiring Person'), other than Parent or its Subsidiaries, or the
        Anschutz Holders, shall have acquired beneficial ownership (determined
        pursuant to Rule 13d-3 promulgated under the Exchange Act) of more than
        25% of any class or series of capital stock of the Company (including
        the Shares), through the acquisition of stock, the formation of a group
        or otherwise, or shall have been granted any option, right or warrant,
        conditional or otherwise, to acquire beneficial ownership of more than
        25% of any class or series of capital stock of the Company (including
        the Shares) other than as disclosed in a Schedule 13D on file with the
        SEC on the date hereof; or (y) any such person, entity or 'group' (as
        that term is defined in Section 13(d)(3) of the Exchange Act), other
        than Parent or its Subsidiaries, or the Anschutz Holders, which, prior
        to the date hereof, had filed a Schedule 13D with the SEC, shall have
        acquired or proposed to acquire beneficial ownership (determined
        pursuant to Rule 13d-3 promulgated under the Exchange Act) of additional
        shares of any class or series of capital stock of the Company (including
        the Shares), through the acquisition of stock, the formation of a group
        or otherwise, constituting 1% or more of any such class or series, or
        shall have been granted any option, right or warrant, conditional or
        otherwise, to acquire beneficial ownership of additional shares of any
        class or series of capital stock of the Company (including the Shares)
        constituting 1% or more of any such class or series.
 
     Section 7.2 Effect of Termination.  In the event of the termination of this
Agreement as provided in Section 7.1, written notice thereof shall forthwith be
given to the other party or parties specifying the provision hereof pursuant to
which such termination is made, and this Agreement shall forthwith become null
and void, and there shall be no liability on the part of the Parent, UPRR, Sub
or the Company except (A) for fraud or for material breach of this Agreement and
(B) as set forth in Sections 8.1 and 8.2 hereof.
 
                                  ARTICLE VIII
 
                                 MISCELLANEOUS
 
     Section 8.1 Fees and Expenses.  Except for expenses incurred in connection
with printing the Offer Documents, Schedule 14D-9, Proxy/Prospectus and the
Registration Statement, as well as the filing fees relating thereto, which costs
shall be shared equally by Parent and the Company, all costs and expenses
incurred in connection with this Agreement and the Ancillary Agreements and the
consummation of the transactions contemplated hereby and thereby shall be paid
by the party incurring such expenses.
 
     Section 8.2 Finders' Fees.  (a) Except for Morgan Stanley, a copy of whose
engagement agreement has been or will be provided to Parent and whose fees will
be paid by the Company, there is no investment banker, broker, finder or other
intermediary which has been retained by or is authorized to act on behalf of the
Company
 
                                      B-35

or any of its Subsidiaries who might be entitled to any fee or commission from

the Company or any of its Subsidiaries upon consummation of the transactions
contemplated by this Agreement.
 
     (b) Except for CS First Boston, a copy of whose engagement agreement has
been or will be provided to the Company and whose fees will be paid by Parent,
there is no investment banker, broker, finder or other intermediary which has
been retained by or is authorized to act on behalf of Parent or any of its
Subsidiaries who might be entitled to any fee or commission from Parent or any
of its Subsidiaries upon consummation of the transactions contemplated by this
Agreement.
 
     Section 8.3 Amendment and Modification.  Subject to applicable law, this
Agreement may be amended, modified and supplemented in any and all respects,
whether before or after any vote of the stockholders of the Company contemplated
hereby, by written agreement of the parties hereto, pursuant to action taken by
their respective Boards of Directors, at any time prior to the Closing Date with
respect to any of the terms contained herein; provided, however, that after the
approval of this Agreement by the stockholders of the Company, no such
amendment, modification or supplement shall reduce or change the consideration
to be received by the Company's stockholders in the Merger.
 
     Section 8.4 Nonsurvival of Representations and Warranties.  None of the
representations and warranties in this Agreement or in any schedule, instrument
or other document delivered pursuant to this Agreement shall survive the
Effective Time.
 
     Section 8.5 Notices.  All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally, telecopied
(which is confirmed) or sent by an overnight courier service, such as FedEx, to
the parties at the following addresses (or at such other address for a party as
shall be specified by like notice):
 
          (a) if to Parent, UPRR or Sub, to:
          Union Pacific Corporation
          Martin Tower
          Eighth & Eaton Avenues
          Bethlehem, Pennsylvania 18018
          Attention: Carl W. von Bernuth, Esq.
          Telephone No.: (610) 861-3200
          Telecopy No.:  (610) 861-3111
          with a copy to:
          Paul T. Schnell, Esq.
          Skadden, Arps, Slate, Meagher & Flom
          919 Third Avenue
          New York, New York 10022
          Telephone No.: (212) 735-3000
          Telecopy No.:  (212) 735-2001
          and
 
          (b) if to the Company, to:
          Southern Pacific Rail Corporation
          Southern Pacific Building
          One Market Plaza
          San Francisco, California 94105

          Attention: Cannon Y. Harvey, Esq.
          Telephone No.: (415) 541-1000
          Telecopy No.:  (415) 541-1881
 
                                      B-36

        with a copy to:
        Joseph W. Morrisey, Jr., Esq.
          Holme Roberts & Owen LLC
          1700 Lincoln
          Suite 4100
          Denver, Colorado 80203
          Telephone No.: (303) 861-7000
          Telecopy No.:  (303) 866-0200
          and
          Peter D. Lyons, Esq.
          Shearman & Sterling
          599 Lexington Avenue
          New York, New York 10022
          Telephone No.: (212) 848-4000
          Telecopy No.:  (212) 848-7179
 
     Section 8.6 Interpretation.  When a reference is made in this Agreement to
Sections, such reference shall be to a Section of this Agreement unless
otherwise indicated. Whenever the words 'include', 'includes' or 'including' are
used in this Agreement they shall be deemed to be followed by the words 'without
limitation'. The phrase 'made available' in this Agreement shall mean that the
information referred to has been made available if requested by the party to
whom such information is to be made available. The phrases 'the date of this
Agreement', 'the date hereof', and terms of similar import, unless the context
otherwise requires, shall be deemed to refer to August 3, 1995. As used in this
Agreement, the term 'affiliate(s)' shall have the meaning set forth in Rule
l2b-2 of the Exchange Act.
 
     Section 8.7 Counterparts.  This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when two or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.
 
     Section 8.8 Entire Agreement; No Third Party Beneficiaries; Rights of
Ownership.  This Agreement, the Ancillary Agreements and the Confidentiality
Agreement (including the exhibits hereto and the documents and the instruments
referred to herein and therein): (a) constitute the entire agreement and
supersede all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter hereof, and (b) except as
provided in Section 5.6 with respect to the obligations of the Company
thereunder and Section 5.11, are not intended to confer upon any person other
than the parties hereto any rights or remedies hereunder.
 
     Section 8.9 Severability.  If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void, unenforceable or against its regulatory policy,
the remainder of the terms, provisions, covenants and restrictions of this

Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.
 
     Section 8.10 Specific Performance.  The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to the remedy of specific performance of the terms hereof, in addition
to any other remedy at law or equity.
 
     Section 8.11 Governing Law.  This Agreement shall be governed and construed
in accordance with the laws of the State of Delaware without giving effect to
the principles of conflicts of law thereof.
 
     Section 8.12 Assignment.  Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other parties, except that Sub may assign, in its sole
discretion, any or all of its rights, interests and obligations hereunder to
Parent or to any direct or indirect wholly owned Subsidiary of Parent; provided,
however, that no such assignment shall relieve Parent from any of its
obligations hereunder. Subject to the preceding sentence, this Agreement will be
binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and assigns.
 
                                      B-37

     IN WITNESS WHEREOF, Parent, UPRR, Sub and the Company have caused this
Agreement to be signed by their respective officers thereunto duly authorized as
of the date first written above.
 
                                          UNION PACIFIC CORPORATION
 
                                          By: /s/ DREW LEWIS
                                              ---------------------------
                                              Name: Drew Lewis
                                              Title: Chairman and Chief
                                                       Executive Officer
 
                                          UP ACQUISITION CORPORATION
 
                                          By: /s/ L. WHITE MATTHEWS, III
                                              ---------------------------
                                              Name: L. White Matthews, III
                                              Title: Executive Vice 
                                                       President--Finance
 
                                          UNION PACIFIC RAILROAD COMPANY
 
                                          By: /s/ R.K. DAVIDSON
                                              ----------------------------
                                              Name: R.K. Davidson
                                              Title:  Chairman and Chief
                                                        Executive Officer

 
                                          SOUTHERN PACIFIC RAIL CORPORATION
 
                                          By: /s/ CANNON Y. HARVEY
                                              ---------------------------
                                              Name:  Cannon Y. Harvey
                                              Title:   Executive Vice President
 
                                      B-38

                                                                         ANNEX A
                                                             TO MERGER AGREEMENT
 
                            CONDITIONS TO THE OFFER
 
     Notwithstanding any other provisions of the Offer, and in addition to (and
not in limitation of) Sub's rights to extend and amend the Offer at any time in
its sole discretion (subject to the provisions of the Merger Agreement), Sub
shall not be required to accept for payment or, subject to any applicable rules
and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act
(relating to Sub's obligation to pay for or return tendered Shares promptly
after termination or withdrawal of the Offer), pay for, and may delay the
acceptance for payment of or, subject to the restriction referred to above, the
payment for, any tendered Shares, and may terminate the Offer as to any Shares
not then paid for, if (1) Sub does not receive prior to the expiration of the
Offer an informal written opinion in form and substance satisfactory to Sub from
the staff of the ICC, without the imposition of any conditions unacceptable to
Sub, that the use of a voting trust (the 'Voting Trust') is consistent with the
policies of the ICC against unauthorized acquisitions of control of a regulated
carrier, or (2) Sub does not receive prior to the expiration of the Offer an
informal statement from the Premerger Notification Office either that (i) no
review of the Offer, the Merger and the transactions contemplated by the
Ancillary Agreements will be undertaken pursuant to the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the 'HSR Act'), or (ii) the
transactions contemplated by the Offer, the Merger and the transactions
contemplated by the Ancillary Agreements are not subject to the HSR Act, or in
the absence of the receipt of such informal statement referred to in clause (i)
or (ii) above, any applicable waiting period under the HSR Act shall have
expired or been terminated prior to the expiration of the Offer, (3) at any time
on or after August 3, 1995 and prior to the acceptance for payment of Shares,
any of the following events shall occur or shall be determined by Sub to have
occurred:
 
          (a) there shall be instituted, pending or threatened any action or
     proceeding by any government or governmental authority or agency, domestic
     or foreign, (i) challenging or seeking to make illegal, to delay materially
     or otherwise directly or indirectly to restrain or prohibit the making of
     the Offer, the acceptance for payment of or payment for some of or all the
     Shares by Parent, UPRR or Sub or the consummation by Parent, UPRR or Sub of
     the Merger, seeking to obtain material damages relating to the Merger
     Agreement, the Ancillary Agreement or any of the transactions contemplated
     thereby or otherwise seeking to prohibit directly or indirectly the
     transactions contemplated by the Offer or the Merger, or challenging or
     seeking to make illegal the transactions contemplated by the Ancillary
     Agreements or otherwise directly or indirectly to restrain, prohibit or
     delay the transactions contemplated by the Ancillary Agreements, (ii)
     except for the Voting Trust, seeking to restrain, prohibit or delay
     Parent's, UPRR's, Sub's or any of their subsidiaries' ownership or
     operation of all or any material portion of the business or assets of the
     Company and its subsidiaries, taken as a whole, or to compel Parent or any
     of its subsidiaries to dispose of or hold separate all or any material
     portion of the business or assets of the Company and its subsidiaries,
     taken as a whole, (iii) except for the Voting Trust, seeking to impose or

     confirm material limitations on the ability of Parent, UPRR, Sub or any of
     their subsidiaries or affiliates effectively to exercise full rights of
     ownership of the Shares, including, without limitation, the right to vote
     any Shares acquired or owned by Parent, UPRR, Sub or any of their
     subsidiaries on all matters properly presented to the Company's
     stockholders in accordance with the terms of the Parent Stockholder
     Agreement, or (iv) seeking to require divestiture by Parent, or Sub or any
     of their subsidiaries of any Shares; or
 
          (b) there shall be any action taken, or any statute, rule, regulation,
     injunction, order or decree enacted, enforced, promulgated, issued or
     deemed applicable to the Offer or the Merger, by or before any court,
     government or governmental authority or agency, domestic or foreign to the
     Offer or the Merger, that, directly or indirectly, results in any of the
     consequences referred to in clauses (i) through (iv) of paragraph (a)
     above; or
 
          (c) there shall have occurred (i) any general suspension of trading in
     securities on any national securities exchange or in the over-the-counter
     market, (ii) the declaration of a banking moratorium or any suspension of
     payments in respect of banks in the United States (whether or not
     mandatory), (iii) any limitation (whether or not mandatory) by any United
     States governmental authority or agency on the extension of credit by banks
     or other financial institutions or (iv) in the case of any of the
     situations
 
                                      B-39

     described in clauses (i) through (iii) inclusive, existing at the date of
     the commencement of the Offer, a material acceleration or worsening
     thereof; or
 
          (d) there shall have occurred any event, change or effect which has,
     or would be reasonably likely to have, individually or in the aggregate
     (after taking into account the proceeds of insurance coverage), a material
     adverse effect on the financial condition, businesses, results of
     operations, assets, liabilities or properties of the Company and its
     Subsidiaries taken as a whole as a result of or arising out of 'force
     majeure' (where 'force majeure' shall mean any act of God (including,
     without limitation, earthquake, hurricane, flood, tornado or fire)),
     accident, damage to or destruction of facilities, properties or assets
     (tangible or intangible), war, civil disturbance, national calamity
     (excluding an economic crisis in and of itself) or acts of terrorism; or
 
          (e) Parent, UPRR or Sub shall have otherwise learned that (i) any
     person, entity or 'group' (as that term is defined in Section 13(d)(3) of
     the Exchange Act), other than Parent or its Subsidiaries, the Anschutz
     Holders, or any group of which any of them is a member, shall have acquired
     beneficial ownership (determined pursuant to Rule 13d-3 promulgated under
     the Exchange Act) of more than 25% of any class or series of capital stock
     of the Company (including the Shares), through the acquisition of stock,
     the formation of a group or otherwise, or shall have been granted any
     option, right or warrant, conditional or otherwise, to acquire beneficial
     ownership of more than 25% of any class or series of capital stock of the

     Company (including the Shares) other than as disclosed in a Schedule 13D on
     file with the SEC on August 3, 1995; or (ii) any such person, entity or
     'group' (as that term is defined in Section 13(d)(3) of the Exchange Act),
     other than Parent or its Subsidiaries, or the Anschutz Holders, which,
     prior to August 3, 1995, had filed a Schedule 13D with the SEC, shall have
     acquired or proposed to acquire beneficial ownership of additional shares
     of any class or series of capital stock of the Company (including the
     Shares), through the acquisition of stock, the formation of a group or
     otherwise, constituting 1% or more of any such class or series, or shall
     have been granted any option, right or warrant, conditional or otherwise,
     to acquire beneficial ownership of additional shares of any class or series
     of capital stock of the Company (including the Shares) constituting 1% or
     more of any such class or series; or
 
          (f) a tender or exchange offer for some or all of the Shares shall
     have been publicly proposed to be made or shall have been made by another
     person and prior to the expiration of the Offer there shall not have been
     validly tendered and not withdrawn at least 39,034,471 Shares; or
 
          (g) the Board of Directors of the Company shall have withdrawn,
     modified or changed in a manner adverse to Parent or Sub its approval or
     recommendation of the Merger Agreement, the Offer or the Merger or shall
     have recommended a Takeover Proposal or other business combination, or the
     Company shall have entered into an agreement in principle (or similar
     agreement) or definitive agreement providing for a Takeover Proposal (as
     defined in the Merger Agreement) or other business combination with a
     person or entity other than Parent, Sub or their Subsidiaries (or the Board
     of Directors of the Company resolves to do any of the foregoing); or
 
          (h) the Company shall have breached or failed to observe or perform in
     any material respect any of its covenants or agreements under the Merger
     Agreement, or any of the representations and warranties of the Company set
     forth in the Merger Agreement shall not be true and accurate both when made
     and, in the case of the representations set forth in Sections 3.10(b) and
     3.11 of the Merger Agreement at any time prior to consummation of the
     Offer, as if made at and as of such time, except where the failure of such
     representations and warranties to be so true and correct (without giving
     effect to any limitation as to 'materiality' or 'material adverse effect'
     set forth therein), does not have, and is not likely to have, individually
     or in the aggregate, a material adverse effect on the Company and its
     Subsidiaries taken as a whole; or
 
          (i) the Merger Agreement shall have been terminated in accordance with
     its terms; or
 
          (j) any party to the Ancillary Agreements other than Sub and Parent
     shall have breached or failed to perform any of its agreements under such
     agreements or breached any of its representations and warranties in such
     agreements or any such agreement shall not be valid, binding and
     enforceable, except for such breaches or failures or failures to be valid,
     binding and enforceable that do not materially and adversely
 
                                      B-40

     affect the benefits expected to be received by Parent and Sub under the
     Anschutz Stockholder Agreement, the Parent/Company Registration Rights
     Agreement, the Merger Agreement and the Ancillary Agreements; or
 
          (k) Sub or Parent shall have breached or failed to perform any of its
     agreements under the Parent Stockholders Agreement or breached any of its
     representations and warranties in such agreement or such agreement shall
     not be valid, binding and enforceable, except for such breaches or failures
     or failures to be valid, binding and enforceable that do not materially and
     adversely affect the benefits expected to be received by the Company under
     such agreement;
 
which, in the sole judgment of Parent or Sub in any such case, and regardless of
the circumstances (including any action or omission by Parent or Sub) giving
rise to any such condition, makes it inadvisable to proceed with such acceptance
for payment or payment.
 
     The foregoing conditions are for the sole benefit of Parent and Sub and may
be asserted by Parent or Sub regardless of the circumstances giving rise to any
such condition or may be waived by Parent or Sub in whole or in part at any time
and from time to time in their reasonable discretion. The failure by Parent or
Sub at any time to exercise any of the foregoing rights shall not be deemed a
waiver of any such right; the waiver of any such right with respect to
particular facts and other circumstances shall not be deemed a waiver with
respect to any other facts and circumstances; and each such right shall be
deemed an ongoing right that may be asserted at any time and from time to time.
 
                                      B-41

                                                                         ANNEX C
 
                                                                  August 3, 1995
 
Board of Directors
Southern Pacific Rail Corporation
Southern Pacific Building
One Market Plaza
San Francisco, CA 94105
 
Gentlemen:
 
     We understand that Southern Pacific Rail Corporation (the 'Company'), Union
Pacific Corporation (the 'Buyer'), Union Pacific Railroad Company, an indirect
wholly owned subsidiary of the Buyer, and UP Acquisition Corporation, also an
indirect wholly owned subsidiary of the Buyer ('Acquisition Sub') have entered
into an Agreement and Plan of Merger, dated as of August 3, 1995 (the 'Merger
Agreement'), which provides, among other things, for (i) the commencement by
Acquisition Sub of a tender offer (the 'Offer') for up to 39,034,471 shares of
the issued and outstanding shares of common stock, par value $.001 per share
(the 'Company Common Stock'), of the Company for $25.00 per share net to the
seller in cash (the 'Offer Consideration'), and (ii) upon receipt of certain
U.S. regulatory approvals, the subsequent merger (the 'Merger') of the Company
with and into Acquisition Sub. Pursuant to the Merger, the Company will become a
wholly owned subsidiary of the Buyer and each outstanding share of the Company
Common Stock, other than shares held in treasury or held by the Buyer and its
affiliates, will be converted into the right to receive, at the holder's
election, either (i) $25.00 in cash (the 'Cash Consideration') or (ii) 0.4065
shares of common stock, par value $2.50 per share (the 'Buyer Common Stock'), of
the Buyer (the 'Stock Consideration,' and together with the Cash Consideration
and the Offer Consideration, the 'Consideration'), subject to adjustment in
either case in certain circumstances. The terms and conditions of the Offer and
the Merger are more fully set forth in the Merger Agreement.
 
     You have asked for our opinion as to whether the Consideration to be
received by the holders of shares of Company Common Stock pursuant to the Offer
and the Merger, taken together, is fair from a financial point of view to such
holders.
 
     For purposes of the opinion set forth herein, we have:
 
        (i)       analyzed certain publicly available financial statements and
                  other information of the Company and the Buyer, respectively;
 
        (ii)      reviewed certain internal financial statements and other
                  financial and operating data concerning the Company and the
                  Buyer prepared by the managements of the Company and the
                  Buyer, respectively;
 
        (iii)     reviewed certain financial projections for the Buyer prepared
                  by the management of the Buyer;
 
        (iv)      reviewed certain financial projections for the Company,

                  including estimates of certain potential benefits of the
                  proposed business combination, prepared by the management of
                  the Company;
 
        (v)       discussed on a limited basis the past and current operations
                  and financial condition and the prospects of the Company and
                  the Buyer with senior executives of the Company and the Buyer,
                  respectively;
 
        (vi)      reviewed the reported prices and trading activity for the
                  Company Common Stock and the Buyer Common Stock;
 
                                      C-1

        (vii)     compared the financial performance of the Company and the
                  prices and trading activity of the Company Common Stock with
                  that of certain other comparable publicly-traded companies and
                  their securities;
 
        (viii)    reviewed the financial terms, to the extent publicly
                  available, of certain comparable acquisition transactions;
 
        (ix)      discussed certain issues relating to the proposed spin-off of
                  the Buyer's oil and gas exploration and production operations
                  with senior executives of the Buyer;
 
        (x)       participated in discussions among representatives of the
                  Company, the Buyer and their financial and legal advisors;
 
        (xi)      reviewed the Merger Agreement and certain related documents;
                  and
 
        (xii)     performed such other analyses as we have deemed appropriate.
 
     We have assumed and relied upon, without independent verification, the
accuracy and completeness of the information reviewed by us for the purposes of
this opinion. With respect to the financial projections, including the estimates
of the Company of certain potential benefits of the proposed business
combination, we have assumed that they have been reasonably prepared on bases
reflecting the best currently available estimates and judgments of the future
financial performance of the Company and the Buyer, respectively. We have not
made any independent valuation or appraisal of the assets or liabilities of the
Company or the Buyer, nor have we been furnished with any such appraisals. Our
opinion is necessarily based on economic, market and other conditions as in
effect on, and the information made available to us as of, the date hereof.
 
     In arriving at our opinion, we were not authorized to solicit, and did not
solicit, interest from any party with respect to the acquisition of the Company
or any of its assets.
 
     We express no opinion and make no recommendations as to whether the holders
of Company Common Stock should elect to receive either the Offer Consideration,
the Cash Consideration or the Stock Consideration.

     We have acted as financial advisor to the Board of Directors of the Company
in connection with this transaction and will receive a fee for our services. In
the past, Morgan Stanley & Co. Incorporated ('Morgan Stanley') and its
affiliates have provided financial advisory and financing services for the
Company and the Buyer and have received fees for the rendering of these
services. In addition, the Morgan Stanley Leveraged Equity Fund II, L.P., an
affiliate of Morgan Stanley, owns approximately 8.5% of the outstanding shares
of Company Common Stock as of the date hereof and Mr. Frank V. Sica, a Managing
Director of Morgan Stanley, is a member of the Board of Directors of the
Company.
 
     It is understood that this letter is for the information of the Board of
Directors of the Company and may not be used for any other purpose without our
prior written consent. We consent, however, to the inclusion of this opinion as
an exhibit to any Schedule 14D-9, proxy or registration statement distributed in
connection with the Offer or the Merger.
 
     Based on the foregoing, we are of the opinion on the date hereof that the
Consideration to be received by the holders of shares of Company Common Stock
pursuant to the Offer and the Merger, taken together, is fair from a financial
point of view to such holders.
 
                                          Very truly yours,
                                          MORGAN STANLEY & CO. INCORPORATED
 
                                          By: /s/ MAHMOUD A. MAMDANI
                                              ---------------------------
                                              MAHMOUD A. MAMDANI
                                              Principal
 
                                      C-2

                                                                         ANNEX D
 
                        ANSCHUTZ SHAREHOLDERS AGREEMENT*
 
     AGREEMENT, dated as of August 3, 1995, by and among Union Pacific
Corporation, a Utah corporation ('Parent'), UP Acquisition Corporation, a
Delaware corporation and an indirect wholly owned subsidiary of Parent
('Purchaser'), The Anschutz Corporation, a Kansas corporation ('TAC'), Anschutz
Foundation, a Colorado not-for-profit corporation (the 'Foundation'), and Mr.
Philip F. Anschutz ('Mr. Anschutz' and, collectively with TAC and the
Foundation, the 'Shareholders').
 
                             W I T N E S S E T H :
     WHEREAS, simultaneously with the execution of this Agreement, Parent,
Purchaser, Union Pacific Railroad Company, a Utah corporation ('UPRR'), and
Southern Pacific Rail Corporation, a Delaware corporation (the 'Company'), have
entered into an Agreement and Plan of Merger (as such Agreement may hereafter be
amended from time to time, the 'Merger Agreement'), pursuant to which Purchaser
has agreed, among other things, to commence a cash tender offer (the 'Offer') to
purchase up to 39,034,471 shares of common stock, $.001 par value, of the
Company (the 'Company Common Stock') and the Company will be merged with and
into UPRR (the 'Merger');
 
     WHEREAS, as of the date hereof, Shareholders are the record and beneficial
owner of, and have the sole right to vote and dispose of, an aggregate of
49,643,008 shares (the 'Shares') of Company Common Stock; and
 
     WHEREAS, as an inducement and a condition to its entering into the Merger
Agreement and the Ancillary Agreements (as defined in the Merger Agreement), and
incurring the obligations set forth therein, including the Offer and the Merger,
Parent has required that Shareholders agree, and Shareholders have agreed, to
enter into this Agreement;
 
     NOW, THEREFORE, in consideration of the foregoing and the mutual premises,
representations, warranties, covenants and agreements contained herein and in
the Merger Agreement and the Ancillary Agreements, the parties hereto, intending
to be legally bound hereby, agree as follows:
 
     1.  Certain Definitions.  Capitalized terms used and not defined herein
have the respective meanings ascribed to them in the Merger Agreement. In
addition, for purposes of this Agreement:
 
          (a) 'Affiliate' shall mean, with respect to any specified Person, any
     Person that directly, or indirectly through one or more intermediaries,
     controls, or is controlled by, or is under common control with, the Person
     specified. For purposes of this Agreement, with respect to any Shareholder,
     'Affiliate' shall not include the Company or Parent and the Persons that
     directly, or indirectly through one or more intermediaries, are controlled
     by the Company or Parent, as the case may be.
 
          (b) 'Beneficially Own' or 'Beneficial Ownership' with respect to any
     securities shall mean having 'beneficial ownership' of such securities (as
     determined pursuant to Rule 13d-3 under the Securities Exchange Act of

     1934, as amended (the 'Exchange Act')), including pursuant to any
     agreement, arrangement or understanding, whether or not in writing. Without
     duplicative counting of the same securities by the same holder, securities
     Beneficially Owned by a Person shall include securities Beneficially Owned
     by all Affiliates of such Person and all other Persons with whom such
     Person would constitute a 'group' within the meaning of Section 13(d) of
     the Exchange Act and the rules promulgated thereunder.
 
          (c) 'Company Voting Securities' shall mean any securities of the
     Company entitled, or which may be entitled, to vote generally in the
     election of directors and any securities convertible into or exercisable or
     exchangeable for such securities (whether or not subject to contingencies
     with respect to any matter or proposal submitted for the vote or consent of
     shareholders of the Company). For purposes of determining the percentage of
     Company Voting Securities Beneficially Owned by a Person, securities
     Beneficially Owned by any such Person that are convertible, exercisable or
     exchangeable for securities entitled to vote
 
- ------------------
* Conformed to reflect certain clarifications set forth in a Clarification of
  Anschutz Shareholders Agreement and Anschutz/Spinco Shareholders Agreement,
  dated as of August 3, 1995, by and among Union Pacific Corporation, UP
  Acquisition Corporation, Union Pacific Resources Group Inc., The Anschutz
  Corporation, Anschutz Foundation and Mr. Philip F. Anschutz, which has been
  filed as an exhibit to the Registration Statement.
 
                                      D-1

     shall be deemed to be converted, exercised or exchanged and shall represent
     the number of securities of the Company entitled to vote into which such
     convertible, exercisable or exchangeable securities (disregarding for such
     purposes any restrictions on conversion, exercise or exchange) are then
     convertible, exchangeable or exercisable.
 
          (d) 'Current Market Price' shall mean, as applied to any class of
     stock on any date, the average of the daily 'Closing Prices' (as
     hereinafter defined) for the 20 consecutive trading days immediately prior
     to the date in question. The term 'Closing Price' on any day shall mean the
     last sales price, regular way, per share of such stock on such day, or if
     no such sale takes place on such day, the average of the closing bid and
     asked prices, regular way, as reported in the principal consolidated
     transaction reporting system with respect to securities listed or admitted
     to trading on the New York Stock Exchange or, if shares of such stock are
     not listed or admitted to trading on the New York Stock Exchange, as
     reported in the principal consolidated transaction reporting system with
     respect to securities listed on the principal national securities exchange
     on which the shares of such stock are listed or admitted to trading, or, if
     the shares of such stock are not listed or admitted to trading on any
     national securities exchange on the NASDAQ National Market System or, if
     the shares of such stock are not quoted on the NASDAQ National Market
     System, the average of the high bid and low asked prices in the
     over-the-counter market as reported by the National Association of
     Securities Dealers Inc.'s Automated Quotation System.

          (e) 'including' shall mean including without limitation.
 
          (f) 'Parent Voting Securities' shall mean any securities of Parent
     entitled, or which may be entitled, to vote generally in the election of
     directors and any securities convertible into or exercisable or
     exchangeable for such securities (whether or not subject to contingencies
     with respect to any matter or proposal submitted for the vote or consent of
     shareholders of Parent). For purposes of this Agreement, Parent Voting
     Securities shall not include Company Voting Securities. For purposes of
     determining the percentage of Parent Voting Securities Beneficially Owned
     by a Person, securities Beneficially Owned by any such Person that are
     convertible, exercisable or exchangeable for securities entitled to vote
     shall be deemed to be converted, exercised or exchanged and shall represent
     the number of securities of Parent entitled to vote into which such
     convertible, exercisable or exchangeable securities (disregarding for such
     purposes any restrictions on conversion, exercise or exchange) are then
     convertible, exchangeable or exercisable.
 
          (g) 'Person' shall mean an individual, corporation, partnership, joint
     venture, association, trust, unincorporated organization or other entity.
 
          (h) 'Transfer' shall mean, with respect to a security, the sale,
     transfer, pledge, hypothecation, encumbrance, assignment or disposition of
     such security or the Beneficial Ownership thereof, the offer to make such a
     sale, transfer or other disposition, and each option, agreement,
     arrangement or understanding, whether or not in writing, to effect any of
     the foregoing. As a verb, 'Transfer' shall have a correlative meaning.
 
     2.  Tender of Shares; Pledge.  (a) The parties agree that Shareholders may,
but shall have no obligation to, tender (or cause the record owner of the Shares
to tender), pursuant to and in accordance with the terms of the Offer, any or
all of the Shares and any other shares of Company Common Stock hereafter
Beneficially Owned by Shareholders. Shareholders hereby acknowledge and agree
that Parent's and Purchaser's obligation to accept for payment and pay for
Shares in the Offer, including any Shares tendered by Shareholders, is subject
to the terms and conditions of the Offer. The parties agree that Shareholders
will, for all Shares tendered by Shareholders in the Offer and accepted for
payment and paid for by Purchaser, receive the same per Share consideration paid
to other shareholders who have tendered into the Offer.
 
     (b) TAC has advised Parent that shares of Company Common Stock Beneficially
Owned by TAC are or may be pledged to Bank of America National Trust and Savings
Association or Citibank, N.A., respectively (collectively, the 'Banks') pursuant
to pledge agreements (substantially in the forms reviewed by Parent,
collectively, the 'Existing Pledge Agreements') to secure indebtedness borrowed
from the Banks. TAC represents and warrants that the Existing Pledge Agreements
do not or, before indebtedness borrowed therefrom is secured by any such shares,
will not prevent, limit or interfere with TAC's compliance with, or performance
of its obligations under, this Agreement, absent a default under the applicable
Existing Pledge Agreements. TAC represents and warrants that it is not in
default under the Existing Pledge Agreements. TAC has heretofore
 
                                      D-2

delivered to Parent a letter from Bank of America National Trust and Savings
Association acknowledging this Agreement and agreeing in effect that,
notwithstanding any default under the Existing Pledge Agreement, TAC (and
Purchaser with respect to the proxy described in Section 3(b) hereof) shall have
the right to exercise all voting rights with respect to the Company Common Stock
pledged thereunder as set forth in Section 3 of this Agreement and the proxy
described in Section 3(b) hereof. TAC shall deliver to Parent a similar letter
from Citibank, N.A. before shares of Company Common Stock shall be pledged under
the applicable Existing Pledge Agreement to secure any indebtedness.
Shareholders may hereafter effect one or more pledges of Company Voting
Securities or Parent Voting Securities to be received pursuant to the Merger or
otherwise, or grants of security interests therein, to one or more financial
institutions (other than the Banks) that are not Affiliates of any Shareholder
(collectively, 'Other Financial Institutions') as security for the payment of
bona fide indebtedness owed by one or more of the Shareholders or their
Affiliates to such Other Financial Institutions. Except as set forth in the
proviso below, neither the Bank nor any Other Financial Institution which
hereafter becomes a pledgee of Company Voting Securities or Parent Voting
Securities shall incur any obligations under this Agreement with respect to such
Company Voting Securities or such Parent Voting Securities, as the case may be,
or shall be restricted from exercising any right of enforcement or foreclosure
with respect to any related security interest or lien; provided, however, that
it shall be a condition to any such pledge to any Other Financial Institution
that, in the case of Company Voting Securities, the pledgee shall agree that TAC
(and Purchaser with respect to the proxy described in Section 3(b) hereof) shall
have the right to exercise all voting rights with respect to the Company Voting
Securities pledged thereunder as set forth in Section 3 of this Agreement and
the proxy described in Section 3(b) hereof and, in the case of Company Voting
Securities or Parent Voting Securities, no such pledge shall prevent, limit or
interfere with Shareholders' compliance with, or performance of their
obligations under, this Agreement, absent a default under such pledge agreement.
The obligations of the Banks and the Other Financial Institutions under or with
respect to Section 3 hereof and such proxy shall terminate on the earlier of (x)
the consummation of the Merger and (y) the termination of the Merger Agreement
in accordance with Article VII thereof.
 
     3.  Voting of Company Common Stock; Irrevocable Proxy.
 
     (a) Shareholders hereby agree that during the period commencing on the date
hereof and continuing until the earlier of (x) the consummation of the Merger
and (y) six months following the termination of the Merger Agreement in
accordance with Section 7.1(c)(i) or 7.1(d)(ii) thereof, and (z) upon the
termination of the Merger Agreement in accordance with any provision of Section
7.1 other than Section 7.1(c)(i) or 7.1(d)(ii) (such period being referred to as
the 'Voting Period'), at any meeting (whether annual or special, and whether or
not an adjourned or postponed meeting) of the Company's shareholders, however
called, or in connection with any written consent of the Company's shareholders,
subject to the absence of a preliminary or permanent injunction or other final
order by any United States federal court or state court barring such action,
Shareholders shall vote (or cause to be voted) the Shares and all other Company
Voting Securities that they Beneficially Own, whether owned on the date hereof
or hereafter acquired: (i) in favor of the Merger, the execution and delivery by
the Company of the Merger Agreement and the approval and adoption of the Merger
Agreement and the terms thereof and each of the other actions contemplated by

the Merger Agreement, this Agreement and the Ancillary Agreements and any
actions required in furtherance thereof and hereof; (ii) against any action or
agreement that would (A) result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger
Agreement or any of the Ancillary Agreements to which it is a party or of
Shareholders under this Agreement or (B) impede, interfere with, delay,
postpone, or adversely affect the Offer, the Merger or the transactions
contemplated by the Merger Agreement, this Agreement and the Ancillary
Agreements; and (iii) except as otherwise agreed to in writing in advance by
Parent, against the following actions (other than the Merger and the
transactions contemplated by the Merger Agreement, this Agreement and the
Ancillary Agreements): (A) any extraordinary corporate transaction, such as a
merger, consolidation or other business combination involving the Company or any
of its subsidiaries; (B) any sale, lease or transfer of a substantial portion of
the assets or business of the Company or its subsidiaries, or reorganization,
restructuring, recapitalization, special dividend, dissolution or liquidation of
the Company or its subsidiaries; or (C) any change in the present capitalization
of the Company including any proposal to sell a substantial equity interest in
the Company or any of its subsidiaries. Shareholders shall not enter into any
agreement, arrangement or understanding with any Person the effect of which
would be inconsistent or violative of the provisions and agreements contained in
this Section 3.
 
                                      D-3

     (b) At the request of Parent, each Shareholder, in furtherance of the
transactions contemplated hereby and by the Merger Agreement and the Ancillary
Agreements, and in order to secure the performance by Shareholders of their
duties under this Agreement, shall promptly execute and deliver to Purchaser an
irrevocable proxy, in the form of Exhibit A hereto. Shareholders acknowledge and
agree that the proxy executed and delivered pursuant to this Section 3(b) shall
be coupled with an interest, shall constitute, among other things, an inducement
for Parent to enter into this Agreement, the Merger Agreement and the Ancillary
Agreements to which it is a party, shall be irrevocable during the Voting Period
and shall not be terminated by operation of law or upon the occurrence of any
event.
 
     4.  Restrictions on Transfer, Proxies; No Solicitation.  (a) Shareholders
shall not, during the Voting Period, directly or indirectly: (i) except as
provided in Section 2 hereof, Transfer (including but not limited to the
Transfer of any securities of an Affiliate which is the record holder or
Beneficial Owner of Company Voting Securities if, as the result of such
Transfer, such Person would cease to be an Affiliate of a Shareholder) to any
Person any or all of the Company Voting Securities Beneficially Owned by
Shareholders, provided that a Shareholder may Transfer Company Voting Securities
to any other Shareholder, (ii) except as provided in Sections 2(b) and 3(b) of
this Agreement, grant any proxies or powers of attorney, deposit any such
Company Voting Securities into a voting trust or enter into a voting agreement,
understanding or arrangement with respect to the Company Voting Securities; or
(iii) take any action that would make any representation or warranty of
Shareholders contained herein untrue or incorrect or would result in a breach by
Shareholders of their obligations under this Agreement or a breach by the
Company of its obligations under the Merger Agreement or any of the Ancillary
Agreements to which it is a party. Notwithstanding any provisions of this

Agreement to the contrary, Shareholders may Transfer in the aggregate, following
the consummation of the Offer and prior to the Effective Time, a number of
Shares in the aggregate not greater than 10% of the Shares Beneficially Owned by
Shareholders immediately following the consummation of the Offer; and provided,
further, that any such Shares which are so Transferred by TAC, or Transferred by
the Foundation in an amount in excess of 1,558,254 Shares, prior to the Company
Special Meeting, shall continue to be subject to the voting agreement in Section
3(a) hereof and the proxy referred to in Section 3(b) hereof, and, as a
condition to any such Transfer of Shares, Shareholders shall enter into a
written agreement with the transferee of such Shares, in form and substance
satisfactory to Parent, granting Shareholders the right to vote such Shares in
accordance with the Voting Agreement in Section 3(a) hereof and the proxy
referred to in Section 3(b) hereof.
 
     (b) During the Voting Period, Shareholders shall not, and shall cause their
respective Affiliates and the respective officers, directors, employees,
partners, investment bankers, attorneys, accountants and other agents and
representatives of Shareholders and such Affiliates (such Affiliates, officers,
directors, employees, partners, investment bankers, attorneys, accountants,
agents and representatives of any Person are hereinafter collectively referred
to as the 'Representatives' of such Person) not to, directly or indirectly, (i)
initiate, solicit or encourage, or take any action to facilitate the making of,
any offer or proposal which constitutes or is reasonably likely to lead to any
Takeover Proposal (as defined in the Merger Agreement) of the Company or any
Affiliate or any inquiry with respect thereto, or (ii) in the event of an
unsolicited Takeover Proposal for the Company or any Affiliate of the Company,
engage in negotiations or discussions with, or provide any information or data
to, any Person (other than Parent, any of its Affiliates or representatives)
relating to any Takeover Proposal. Shareholders shall notify Parent and the
Purchaser orally and in writing of any such offers, proposals, or inquiries
relating to the purchase or acquisition by any Person of the Shares Beneficially
Owned by the Shareholders (including, without limitation, the terms and
conditions thereof and the identity of the Person making it), within 24 hours of
the receipt thereof; provided that Shareholders shall have no such notification
obligation with respect to any proposal, offer or inquiry relating to any
Takeover Proposal (which Takeover Proposal notification shall be reported to the
Board of Directors of the Company) other than to the extent that such proposal
contemplates treating Shareholders, as shareholders of the Company, in any
manner different than or inconsistent with the treatment of other shareholders
of the Company, whether as to terms, the entering into of separate agreements or
otherwise. Shareholders shall, and shall cause their Representatives to,
immediately cease and cause to be terminated all existing activities,
discussions and negotiations, if any, with any parties conducted heretofore with
respect to any Takeover Proposal relating to the Company, other than discussions
or negotiations with Parent and its Affiliates.
 
     (c) During the Voting Period, Shareholders will not, and will cause their
Affiliates not to, directly or indirectly, make any public comment, statement or
communication, or take any action that would otherwise
 
                                      D-4

require any public disclosure by Shareholders, Parent or any other Person,
concerning the Merger, the Offer, the Spin-off (as described in Section 5.4 of

the Merger Agreement) and the other transactions contemplated by the Merger
Agreement, this Agreement and the Ancillary Agreements, except for any
disclosure (i) concerning the status of Shareholders as parties to such
agreements the terms thereof, and their beneficial ownership of Shares required
pursuant to Section 13d of the Exchange Act or (ii) required in the Schedule
14D-9 or the Proxy Statement/Prospectus.
 
     (d) Notwithstanding the restrictions set forth in Section 4(b), any Person
who is a director or officer of the Company may exercise his fiduciary duties in
his capacity as a director or officer with respect to the Company, as opposed to
taking action with respect to the direct or indirect ownership of any Shares,
and no such exercise of fiduciary duties shall be deemed to be a breach of, or a
violation of the restrictions set forth in, Section 4(b) and none of the
Shareholders shall have any liability hereunder for any such exercise of
fiduciary duties by such Person in his capacity as a director and officer of the
Company. Nothing in this Section 4(d) shall relieve or affect any of the
Company's or its Affiliates' obligations under the Merger Agreement.
 
     5.  Standstill and Related Provisions.
 
     (a) Subject to the paragraph at the end of this Subsection 5(a),
Shareholders agree that for a period commencing on the date hereof and
terminating on the seventh anniversary of the Effective Time or, if earlier, the
termination of this Agreement in accordance with the terms of Section 13 hereof
(the 'Standstill Period'), without the prior written consent of the Board of
Directors of Parent (the 'Board') specifically expressed in a resolution adopted
by a majority of the directors of Parent, Shareholders will not, and
Shareholders will cause each of their respective Affiliates not to, directly or
indirectly, alone or in concert with others:
 
          (i) acquire, offer or propose to acquire, or agree to acquire (except,
     in any case, by way of (A) following consummation of the Merger, stock
     dividends or other distributions or rights offerings made available to
     holders of any shares of Parent Common Stock generally, share-splits,
     reclassifications, recapitalizations, reorganizations and any other similar
     action taken by Parent, (B) following consummation of the Merger, the
     conversion, exercise or exchange of Parent Voting Securities in accordance
     with the terms thereof, (C) the issuance and delivery of Parent Voting
     Securities pursuant to the Merger Agreement and (D) following consummation
     of the Merger, the acquisition of not more than 131,723 shares of Parent
     Common Stock pursuant to the Airplane Purchase Agreement dated as of May 5,
     1994 between TAC and Learjet Inc. (as amended from time to time, the
     'Airplane Purchase Agreement'), provided, that any such securities shall be
     subject to the provisions hereof), directly or indirectly, whether by
     purchase, tender or exchange offer, through the acquisition of control of
     another Person, by joining a partnership, limited partnership, syndicate or
     other 'group' (within the meaning of Section 13(d)(3) of the Exchange Act)
     (other than groups consisting solely of Shareholders and their Affiliates,
     all of which are or, prior to the formation of such group, become, parties
     to this Agreement) or otherwise, any Parent Voting Securities; provided,
     however, that if Parent shall issue additional Parent Voting Securities
     following consummation of the Merger, Shareholders and their Affiliates may
     purchase or acquire additional Parent Voting Securities to bring their
     Beneficial Ownership up to the greater of 5.5% and the percentage of

     outstanding Parent Voting Securities Beneficially Owned by the Shareholders
     immediately prior to such issuance by Parent; provided, further, without
     limiting the immediately preceding proviso, if as a result of Transfers of
     Parent Voting Securities, Shareholders Beneficially Own less than 5.5% of
     the then outstanding shares of Parent Voting Securities, Shareholders may
     purchase or acquire additional Parent Voting Securities to bring their
     Beneficial Ownership up to, but not in excess of, 5.5% of the then
     outstanding shares of Parent Voting Securities. In addition, in the event
     that a Shareholder or an Affiliate thereof inadvertently and without
     knowledge (an 'Inadvertent Acquisition') indirectly acquires Beneficial
     Ownership of not more than one-quarter of one percent of the Parent Voting
     Securities in excess of the amount permitted to be owned by the
     Shareholders pursuant to this Section 5(a) pursuant to a transaction by
     which a Person (that was not then an Affiliate of a Shareholder before the
     consummation of such transaction) owning Parent Voting Securities becomes
     an Affiliate of such Shareholder, then all Parent Voting Securities so
     acquired shall thereupon become subject to this Agreement and such
     Shareholder shall be deemed not to have breached this Agreement provided
     that such Shareholder, within 120 days thereafter, causes a number of such
     Parent Voting Securities in excess of the amount permitted to be so owned
     (or, at the election of such Shareholder, an equal number of the other
     Parent Voting Securities that are Beneficially Owned by a Shareholder) to
     be Transferred, in a transaction subject to Section 6 hereof, to a
     transferee that is not a Shareholder, an Affiliate
 
                                      D-5

     thereof or a member of a 'group' in which a Shareholder or an Affiliate is
     included (or, if Parent or its assignee shall exercise any purchase rights
     under Section 6(b) hereof, to Parent or its assignee);
 
          (ii) make, or in any way participate, directly or indirectly, in any
     'solicitation' (as such term is used in the proxy rules of the Securities
     and Exchange Commission as in effect on the date hereof) of proxies or
     consents (whether or not relating to the election or removal of directors),
     seek to advise, encourage or influence any Person with respect to the
     voting of any Parent Voting Securities, initiate, propose or otherwise
     'solicit' (as such term is used in the proxy rules of the Securities and
     Exchange Commission as in effect on the date hereof) shareholders of Parent
     for the approval of shareholder proposals, whether made pursuant to Rule
     14a-8 of the Exchange Act or otherwise, or induce or attempt to induce any
     other Person to initiate any such shareholder proposal or otherwise
     communicate with the Parent's shareholders or others pursuant to Rule
     14a-1(2)(iv) under the Exchange Act or otherwise;
 
          (iii) seek, propose, or make any statement with respect to, any
     merger, consolidation, business combination, tender or exchange offer, sale
     or purchase of assets, sale or purchase of securities, dissolution,
     liquidation, reorganization, restructuring, recapitalization, change in
     capitalization, change in corporate structure or business or similar
     transaction involving Parent or its subsidiaries (including Spinco) (any of
     the foregoing being referred to herein as a 'Specified Parent
     Transaction'); provided that the foregoing shall not prevent (A) voting in
     accordance with Section 5(c) hereof (but shall prevent any public comment,

     statement or communication, and any action that would otherwise require any
     public disclosure by Shareholders, Parent or any other Person, concerning
     such voting) or (B) the Shareholder Designee (as defined in Section 7
     hereof) from exercising his fiduciary duties in his capacity as a director
     by participating in any Board deliberations or vote of the Board of
     Directors of Parent with respect to a Specified Parent Transaction;
 
          (iv) form, join or in any way participate in a 'group' (within the
     meaning of Section 13(d)(3) of the Exchange Act) with respect to any Parent
     Voting Securities, other than groups consisting solely of Shareholders and
     their Affiliates;
 
          (v) deposit any Parent Voting Securities in any voting trust or
     subject any Parent Voting Securities to any arrangement or agreement with
     respect to the voting of any Parent Voting Securities except as set forth
     in this Agreement;
 
          (vi) call or seek to have called any meeting of the stockholders of
     Parent or execute any written consent with respect to Parent or Parent
     Voting Securities; provided that the foregoing shall not prevent the
     Shareholder Designee from exercising his fiduciary duties in his capacity
     as a director by participating in any Board deliberations or vote of the
     Board of Directors of Parent with respect to the calling of any annual
     meeting of shareholders of Parent;
 
          (vii) otherwise act, alone or in concert with others, to control or
     seek to control or influence or seek to influence the management, Board of
     Directors or policies of Parent (except to the extent the actions by a
     Shareholder Designee relating to Parent's Board of Directors in the
     exercise of his fiduciary duties in his capacity as a director may be
     viewed as influencing or seeking to influence the management, Board of
     Directors or policies of Parent);
 
          (viii) seek, alone or in concert with others, representation on the
     Board of Directors of Parent (except as provided in Section 7 of this
     Agreement), or seek the removal of any member of such Board or a change in
     the composition or size of such Board;
 
          (ix) make any publicly disclosed proposal, comment, statement or
     communication (including, without limitation, any request to amend, waive
     or terminate any provision of this Agreement other than Section 5(a)), or
     make any proposal, comment, statement or communication (including, without
     limitation, any request to amend, waive or terminate any provision of this
     Agreement other than Section 5(a)) in a manner that would require any
     public disclosure by Shareholders, Parent or any other Person, or enter
     into any discussion with any Person (other than directors and officers of
     Parent), regarding any of the foregoing;
 
          (x) make or disclose any request to amend, waive or terminate any
     provision of Section 5(a) of this Agreement; or
 
          (xi) have any discussions or communications, or enter into any
     arrangements, understandings or agreements (whether written or oral) with,
     or advise, finance, assist or encourage, any other Person in

                                      D-6

     connection with any of the foregoing, or take any action inconsistent with
     the foregoing, or make any investment in or enter into any arrangement
     with, any other Person that engages, or offers or proposes to engage, in
     any of the foregoing.
 
The restrictions set forth in this Section 5(a) shall not prevent Shareholders
from (A) performing their obligations and exercising their rights under this
Agreement, including, without limitation, (w) Transferring any Company Voting
Securities or Parent Voting Securities in accordance with Sections 2(b), 4 and 6
hereof, (x) selecting the Shareholder Designee, (y) serving in the positions
described in or resigning from such positions as described in Section 7(a)
hereof, and (z) voting in accordance with Sections 3(a) and 5(c) hereof and
granting a proxy to Purchaser in accordance with Section 3(b) hereof; (B)
communicating in a non-public manner with any other Shareholder or their
Affiliates; and (C) complying with the requirements of Sections 13(d) and 16(a)
of the Exchange Act and the rules and regulations thereunder, in each case, as
from time to time in effect, or any successor provisions or rules with respect
thereto, or any other applicable law, rule, regulation, judgment, decree,
ruling, order, award, injunction, or other official action of any agency,
bureau, commission, court, department, official, political subdivision, tribunal
or other instrumentality of any government (whether federal, state, county or
local, domestic or foreign).
 
     (b) Shareholders agree that during the period commencing on the date hereof
and continuing until the earlier of (x) the consummation of the Merger and (y)
the termination of the Merger Agreement, Shareholders will not, and Shareholders
will cause each of their respective Affiliates not to, directly or indirectly,
alone or in concert with others, acquire, offer or propose to acquire, or agree
to acquire, whether by purchase, tender or exchange offer, though the
acquisition of control of another Person, by joining a partnership, limited
partnership, syndicate or other 'group' or otherwise, any Company Voting
Securities (except pursuant to the Airplane Purchase Agreement and by way of
stock dividends or other distributions or rights offerings made available to
holders of any shares of Company Common Stock generally, stock-splits,
reclassifications, recapitalizations, reorganizations and any other similar
action taken by Company).
 
     (c) Subject to the receipt of proper notice and the absence of a
preliminary or permanent injunction or other final order by any United States
federal court or state court barring such action, Shareholders agree that during
the Standstill Period Shareholders will, and will cause their Affiliates to, (i)
be present, in person or represented by proxy, at all annual and special
meetings of shareholders of Parent so that all Parent Common Stock Beneficially
Owned by Shareholders and their Affiliates and then entitled to vote may be
counted for the purposes of determining the presence of a quorum at such
meetings, and (ii) vote in accordance with the recommendation of the Board of
Directors of Parent in the election of directors and as directed by the Persons
acting as Proxies in respect of proxies solicited by the Board of Directors of
Parent with respect to the election of directors (including the manner in which
such Parent Common Stock shall be cumulated). On all other matters presented for
a vote of shareholders of Parent, Shareholders may vote in their discretion.

     6.  Limitations on Disposition.  (a) Shareholders agree that during the
Standstill Period they will not, and will cause their Affiliates not to,
directly or indirectly, without the prior written consent of the Board of
Directors of Parent specifically expressed in a resolution adopted by a majority
of the directors of Parent, Transfer to any Person any Parent Voting Securities
(including but not limited to the Transfer of any securities of an Affiliate
which is the record holder or Beneficial Owner of Parent Voting Securities, if
(as the result of such Transfer, such Person would cease to be an Affiliate of a
Shareholder), if, to the knowledge of the Shareholders or any of their
Affiliates, after due inquiry which is reasonable in the circumstances (and
which shall include, with respect to the Transfer of 1% or more of the Parent
Voting Securities then outstanding in one transaction, or a series of related
transactions, specific inquiry with respect to the identity of the acquiror of
such Parent Voting Securities and the number of Parent Voting Securities that,
immediately following such transaction or transactions, would be Beneficially
Owned by such acquiror, together with its Affiliates and any members of a
'group' (within the meaning of Section 13(d)(3) of the Exchange Act) of which
such acquiror is a member), immediately following such transaction the acquiror
of such Parent Voting Securities, together with its Affiliates and any members
of such a group, would Beneficially Own in the aggregate 4% or more of the
Parent Voting Securities then outstanding; provided that, without the prior
written consent of the Board of Directors of Parent, (i) Shareholders and their
Affiliates may Transfer any number of Parent Voting Securities to any other
Shareholder, any Affiliate of a Shareholder or to any heirs, distributees,
guardians, administrators, executors, legal representatives or similar
successors in interest of any Shareholder, provided that (A) such transferee, if
not then a Shareholder, shall
 
                                      D-7

become a party to this Agreement and agree in writing to perform and comply with
all of the obligations of such transferor Shareholder under this Agreement, and
thereupon such transferee shall be deemed to be a Shareholder party hereto for
all purposes of this Agreement, and (B) if the transferee is not prior thereto a
Shareholder, the transferor shall remain liable for such transferee's
performance of and compliance with the obligations of the transferor under this
Agreement, (ii) Shareholders and their Affiliates may Transfer Parent Voting
Securities in a tender offer, merger, or other similar business combination
transaction approved by the Board of Directors of Parent, and (iii) Shareholders
may pledge their Parent Voting Securities as provided in Section 2(b) hereof and
the pledgee may Transfer such Parent Voting Securities in connection with the
enforcement or foreclosure of any related security interest or lien following a
default.
 
     (b) During the Standstill Period, if to the knowledge of the Shareholders
after making due inquiry which is reasonable under the circumstances,
immediately following the Transfer of any Parent Voting Securities the acquiror
thereof, together with its Affiliates and any members of a 'group' (within the
meaning of Section 13(d)(3) of the Exchange Act), would Beneficially Own in the
aggregate 2% or more of the outstanding Parent Voting Securities (a '2% Sale'),
Shareholders shall, prior to effecting any such Transfer, offer Parent a right
of first refusal to purchase the shares proposed to be Transferred on the
following terms. Shareholders shall provide Parent with written notice (the '2%

Sale Notice') of any proposed 2% Sale, which 2% Sale Notice shall contain the
identity of the purchaser, the number of shares of Parent Voting Securities
proposed to be Transferred to such purchaser, the purchase price for such shares
and the form of consideration payable for such shares. The 2% Sale Notice shall
also contain an irrevocable offer to sell the shares subject to such 2% Sale
Notice to Parent for cash at a price equal to the price contained in such 2%
Sale Notice. Parent shall have the right and option, by written notice delivered
to such Shareholder (the 'Purchase Notice') within 15 days of receipt of the 2%
Sale Notice, to accept such offer as to all, but not less than all, of the
Parent Voting Securities subject to such 2% Sale Notice. Parent shall have the
right to assign to any Person such right to purchase the shares subject to the
2% Sale Notice. In the event Parent (or its assignee) elects to purchase the
shares subject to the 2% Sale Notice, the closing of the purchase of the Parent
Voting Securities shall occur at the principal office of Parent (or its
assignee) on or before the 30th day following such Shareholder's receipt of the
Purchase Notice. In the event Parent does not elect to purchase the shares
subject to the 2% Sale Notice, such Shareholder shall be free, for a period of
30 days following the receipt of notice from Parent of its election not to
purchase such shares or, in the absence of any such notice, for a period of 30
days following the 15th day after receipt by Parent of the 2% Sale Notice, to
sell the shares subject to the 2% Sale Notice in accordance with the terms of,
and to the person identified in, the 2% Sale Notice. If such sale is not
effected within such 30 day period such shares shall remain subject to the
provisions of this Agreement. Notwithstanding the foregoing, the right of first
refusal set forth in this Subsection (b) shall not apply to the sale by
Shareholders of Parent Voting Securities (i) made in an underwritten public
offering pursuant to an effective registration statement under the Securities
Act, or (ii) made in a transaction permitted pursuant to, and made in compliance
with, clauses (i) or (iii) of the proviso to Section 6(a) hereof, or (iii) made
in a tender offer, merger or other similar business combination transaction
approved by the Board of Directors of Parent. Any proposed sale by Shareholders
of Parent Voting Securities shall be subject to the restrictions on sales to an
acquiror which would Beneficially Own 4% or more of the outstanding Parent
Voting Securities, as set forth in Section 6(a) hereof, whether or not Parent
exercises its right of first refusal and consummates the purchase of Parent
Voting Securities. If Parent (or its assignee) exercises its right to purchase
any Parent Voting Securities but fails to complete the purchase thereof for any
reason other than the failure of such Shareholder to perform its obligations
hereunder with respect to such purchase, then, on the 30th day following such
Shareholder's receipt of the Purchase Notice, such Parent Voting Securities
shall cease to be subject to Sections 5(c), 6 and 12 hereof for any purpose
whatsoever. If the purchase price described in any 2% Sale Notice is not solely
made up of cash or marketable securities, the 2% Sale Notice shall include a
good faith estimate of the cash equivalent of such other consideration, and the
consideration payable by Parent or its assignee (if Parent elects to purchase
(or to have assignee purchase) the Parent Voting Securities described in the 2%
Sale Notice) in place of such other consideration shall be cash equal to the
amount of such estimate; provided, however, that if Parent in good faith
disagrees with such estimate and states a different good faith estimate in the
Purchase Notice, and if Parent and such Shareholder cannot agree on the cash
equivalent of such other (i.e., other than cash or marketable securities)
consideration, such cash equivalent shall be determined by a reputable
investment banking firm without material connections with either party. Such
investment banking firm shall be selected by both parties or, if they shall be

unable to agree, by an arbitrator appointed by the American
 
                                      D-8

Arbitration Association. The fees and expenses of any such investment banking
firm and/or arbitrator shall be shared equally by Parent and such Shareholder,
unless otherwise determined by such firm or arbitrator. In the event of such
differing estimates by Parent and such Shareholder, periods of time which would
otherwise run under this Section 6(b) from the date of such Shareholder's
receipt of the Purchase Notice shall run instead from the date on which the
parties agree on such cash equivalent or, in the absence of such agreement, the
date on which such cash equivalent is determined by such investment banking
firm. If the purchase price described in any 2% Sale Notice shall include
marketable securities, the purchase price payable by Parent (or its designee)
shall include, to the extent marketable securities were included as a portion of
the consideration provided for in the 2% Sale Notice, an amount in cash
determined by reference to the Current Market Price of such securities on the
day the Purchase Notice is received by such Shareholder.
 
     (c) Not later than the tenth day following the end of any calendar month
during the Standstill Period in which one or more dispositions of Parent Voting
Securities by Shareholders or any of their Affiliates shall have occurred, the
relevant Shareholder shall give written notice to Parent of all such
dispositions. Such notice shall state the date upon which each such disposition
was effected, the price and other terms of each such disposition, the number and
type of Parent Voting Securities involved in each such disposition, the means by
which each such disposition was effected and, to the extent known, the identity
of the Persons acquiring such Parent Voting Securities.
 
     (d) In connection with any proposed privately negotiated sale by any
Shareholders of Parent Voting Securities representing in excess of 3.9% of the
then outstanding shares of Parent Voting Securities, Parent will cooperate with
and permit the proposed purchaser to conduct a due diligence review reasonable
under the circumstances of Parent and its Subsidiaries and their respective
business and operations, including, without limitation, reasonable access during
normal business hours to their executive officers, and, if reasonable under the
circumstances, their properties subject to execution by such purchaser of a
customary confidentiality agreement; provided that Parent shall not be required
to permit more than two such due diligence reviews in any twelve-month period.
 
     7.  Parent Covenants.  (a) On or prior to the Effective Time, the Board of
Directors of Parent will take all action necessary to elect Mr. Anschutz, or
another individual selected by TAC and reasonably acceptable to the Board of
Directors of Parent (such director being referred to as the 'Shareholder
Designee') as a director of Parent's Board of Directors and to appoint Mr.
Anschutz, but not any other Shareholder Designee, as Vice Chairman of the Board
of Directors as of the Effective Time. Subject to the following sentence of this
Section 7, after the Effective Time and during the Standstill Period, Parent
shall include the Shareholder Designee in the Board of Directors' slate of
nominees for election as directors at Parent's annual meeting of shareholders
and shall recommend that the Shareholder Designee be elected as a director of
Parent. The Shareholder Designee, if requested by Parent, shall resign from
Parent's Board of Directors (a) effective not later than the next annual meeting
of shareholders of Parent, if Shareholders and their Affiliates Beneficially Own

less than 4% of the Parent Voting Securities then outstanding, provided, however
that this Agreement shall continue in full force and effect until the date of
such resignation, or (b) immediately if the Shareholders violate or breach any
of the material terms or provisions of this Agreement. Notwithstanding any
resignation pursuant to clause (b) of the preceding sentence, all of the
provisions of this Agreement other than this Section 7 shall continue in full
force and effect. The duties and responsibilities of the Vice Chairman shall be
as assigned by the Board of Directors of Parent or by the Chairman of the Board,
and the Vice Chairman shall receive no additional compensation for serving in
such position. So long as a Shareholder Designee serves as a member of the Board
of Directors of Parent, Parent agrees that the Shareholder Designee shall serve
(subject to the applicable requirements of the New York Stock Exchange or any
other security exchange on which the Parent Common Stock is listed, or if not so
listed, under the rules or regulations of the National Association of Securities
Dealers) as a member of the Executive, Finance and Corporate Development, and
Compensation, Benefits and Nominating Committees of the Board; provided, however
that Parent shall not be obligated to cause the Shareholder Designee to become a
member of the Compensation, Benefits and Nominating Committee of the Board if,
and only for so long as, in the opinion of tax counsel for Parent (which may be
internal or outside counsel), the membership of the Shareholder Designee on such
Committee would be likely to cause the disallowance of any deduction by Parent
for federal income tax purposes under Section 162(m) of the Code or any other
provision of, or regulation under, the Code now or hereafter in effect. Parent
acknowledges that the Shareholder Designee, consistent with his rights and
duties as a director, shall have access to all information that he may request
concerning actions taken by the Compensation, Benefits and Nominating Committee.
Except as otherwise provided in this Section 7, upon the termination of this
Agreement, if so requested by Parent, the Shareholder Designee shall resign as a
director of the Parent's Board of Directors.
 
                                      D-9

     (b) In the event that any Shareholder Designee shall cease to be a member
of the Board of Directors by reason of death, disability or resignation (other
than resignations required pursuant to the provisions of this Section 7), Parent
shall replace such Shareholder Designee with another Shareholder Designee at the
next meeting of the Board of Directors.
 
     (c) The Shareholder Designee, upon nomination or appointment as a director
of Parent, shall agree in writing to comply with the obligations of the
Shareholders under Section 5(a) hereof and the obligation of such Shareholder
Designee under this Section 7(c).
 
     (d) Without the prior written consent of Shareholders, Parent shall not
take or recommend to its shareholders any action which would impose limitations,
not imposed on other Shareholders of Parent, on the enjoyment by any of
Shareholders and their Affiliates of the legal rights generally enjoyed by
shareholders of Parent, other than those imposed by the terms of this Agreement,
the Merger Agreement and the Ancillary Agreements; provided, however, that the
foregoing shall not prevent Parent from implementing or adopting a Shareholder
Rights Plan or issuing a similar security which has a 'trigger' threshold of not
less than the greater of 10% of the outstanding shares of Parent Common Stock or
the amount then Beneficially Owned by Shareholders not in violation of this

Agreement.
 
     8.  Additional Limitation on Dispositions.  (a) Notwithstanding any other
provision of this Agreement, TAC agrees that it will not, and will cause its
Affiliates not to, for a period of two years commencing as of the Effective Time
(the 'Reorganization Continuity Period'), enter into any transaction or
arrangement to the extent such transaction or arrangement (combined with any
other transactions or arrangements entered into by TAC or its Affiliates) would
result in TAC having entered into an Economic Disposition with respect to an
amount of Parent Voting Securities received by TAC in the Merger that exceeds
the Threshold Amount unless the condition described in Section 8(b) is
satisfied, regardless of whether such transaction or arrangement would be
treated as a sale, exchange or other taxable disposition of such Parent Voting
Securities for United States federal income tax purposes. For purposes of this
Section 8, the 'Threshold Amount' equals the number of Parent Voting Securities
received by TAC in the Merger multiplied by the following fraction: the
numerator is 20 per cent and the denominator is (A) the percentage of
outstanding Company Common Stock currently held by TAC minus (B) the percentage
of outstanding Company Common Stock that TAC exchanges for cash in the Offer or
the Merger. For purposes of this Section 8, an 'Economic Disposition' of shares
of Parent Voting Securities shall mean (i) any transaction or arrangement
(including an outright sale) that would be treated as a sale, exchange or other
taxable disposition for United States federal income tax purposes of shares of
Parent Voting Securities received in the Merger and (ii) any transaction or
arrangement (or combination of transactions or arrangements) entered into by or
on behalf of TAC or its Affiliates that reduces the economic benefits and
burdens to TAC of owning shares of Parent Voting Securities (including any swap
transaction, notional principal contract or the acquisition or grant of any
calls, puts or other options, whether or not cash settlement is permitted or
required) to such an extent that such transaction or arrangement causes TAC not
to satisfy the 'continuity of proprietary interest' requirement under Section
368 of the Internal Revenue Code of 1986, as amended (the 'Code') with respect
to such shares.
 
     (b) During the Reorganization Continuity Period, at least thirty (30)
business days prior to entering into any proposed transaction or arrangement
(combined with any other transactions or arrangements entered into by TAC)
relating to or involving any shares of Parent Voting Securities in excess of the
Threshold Amount (a 'Proposed Transaction'), TAC must provide at its expense a
written opinion of nationally recognized tax counsel, in form and substance
reasonably acceptable to Parent, that the Proposed Transaction will not
adversely affect the treatment of the Merger as a reorganization within the
meaning of Section 368 of the Code.
 
     (c) The bona fide pledge of any Parent Voting Securities, or the bona fide
grant of a security interest therein, to secure the payment of bona fide
indebtedness owed by TAC or any of its Affiliates, and the sale, exchange or
disposition, or Economic Disposition, at the direction of the pledgee or holder
of a security interest, of any of such Parent Voting Securities in connection
with the exercise of any right of enforcement or foreclosure in respect thereof,
shall not be subject to or prevented by this Section 8.
 
     (d) The Threshold Amount and the number of shares of Parent Voting
Securities that are or have been subject to an Economic Disposition shall be

adjusted, as of any date of determination, to give effect to any stock
dividends, share-splits, reclassifications, recapitalizations, reorganizations
or other similar actions that shall have been taken by Parent as of such date
with respect to the Parent Voting Securities.
 
                                      D-10

     9.  Representations and Warranties of Shareholders.  Shareholders hereby
represent and warrant to Parent and Purchaser as follows:
 
          (a) TAC is a corporation duly organized and validly existing under the
     laws of the State of Kansas and is in good standing under the laws of the
     State of Kansas. The Foundation is a not-for-profit corporation duly
     organized and existing under the laws of the State of Colorado.
     Shareholders have all necessary power and authority to execute and deliver
     this Agreement and perform their obligations hereunder. The execution and
     delivery by TAC and the Foundation of this Agreement and the performance by
     TAC and the Foundation of their obligations hereunder have been duly and
     validly authorized by the Board of Directors of TAC and the Foundation, and
     by the sole stockholder of TAC, and no other proceedings or actions on the
     part of any Shareholder are necessary to authorize the execution, delivery
     or performance of this Agreement or the consummation of the transactions
     contemplated hereby.
 
          (b) This Agreement has been duly and validly executed and delivered by
     Shareholders and constitutes the valid and binding agreement of
     Shareholders, enforceable against Shareholders in accordance with its terms
     except to the extent (i) such enforcement may be limited by applicable
     bankruptcy, insolvency or similar laws affecting creditors rights and (ii)
     the remedy of specific performance and injunctive and other forms of
     equitable relief may be subject to equitable defenses and to the discretion
     of the court before which any proceeding therefor may be brought.
 
          (c) Each Shareholder is the sole record holder and Beneficial Owner of
     the number of Shares listed opposite such Shareholder's name on the
     signature page hereof, and, except as provided in Section 2(b) hereof and
     to the extent created by either or both of the Corporate Matters Agreement
     (the 'Corporate Matters Agreement') and the Shareholder Agreement, each
     dated as of August 1, 1993 and among Company, MSLEF and certain other
     parties, TAC and certain other parties thereto, each of which the
     Shareholders agree to terminate as of the Effective Time, has good and
     marketable title to all of such Shares, free and clear of all liens,
     claims, options, proxies, voting agreements, security interests, charges
     and encumbrances. The Shares constitute all of the capital stock of the
     Company Beneficially Owned by Shareholders, and except for the Shares,
     neither Shareholders nor any of their Affiliates Beneficially Owns or has
     any right to acquire (whether currently, upon lapse of time, following the
     satisfaction of any conditions, upon the occurrence of any event or any
     combination of the foregoing) any Company Voting Securities, except that
     TAC has the right to acquire up to 324,041 (less any amount subsequently
     sold by Learjet Inc. or its assignee) shares of Company Common Stock
     pursuant to the Airplane Purchase Agreement. Except as provided in Section
     2(b) hereof and in this Section 9(c), each Shareholder has sole power to
     vote and to dispose of the Shares Beneficially Owned by such Shareholder,

     and sole power to issue instructions with respect to such Shares to the
     extent appropriate in respect of the matters set forth in this Agreement,
     sole power to demand appraisal rights and sole power to agree to all of the
     matters set forth in this Agreement, in each case with respect to all of
     such Shares, with no limitations, qualifications or restrictions on such
     rights, subject to applicable securities laws and the terms of this
     Agreement. Shareholders do not beneficially own or have any right to
     acquire (whether currently, upon lapse of time, following the satisfaction
     of any conditions, upon the occurrence of any event or any combination of
     the foregoing), except pursuant to the Merger, any Parent Voting
     Securities.
 
          (d) Except for filings, authorizations, consents and approvals as may
     be required under, and other applicable requirements of, the Hart-Scott
     Rodino Antitrust Improvements Act of 1976 (the 'HSR Act'), with respect to
     the acquisition by Shareholders of Parent Voting Securities in the Merger,
     the Securities Exchange Act of 1934, and the ICA, in each case as amended,
     (i) no filing with, and no permit, authorization, consent or approval of,
     any state or federal governmental body or authority is necessary for the
     execution of this Agreement by Shareholders and the consummation by
     Shareholders of the transactions contemplated hereby and (ii) none of the
     execution and delivery of this Agreement by Shareholders, the consummation
     by Shareholders of the transactions contemplated hereby or compliance by
     Shareholders with any of the provisions hereof shall (A) conflict with or
     result in any breach of the certificate or incorporation or by-laws or
     other organizational documents of TAC or the Foundation, (B) result in a
     violation or breach of, or constitute (with or without notice or lapse of
     time or both) a default (or give rise to any third party right of
     termination, cancellation, material modification or acceleration) under any
     of the terms, conditions or provisions of any note, loan agreement, bond,
     mortgage, indenture, license, contract, commitment, arrangement,
     understanding, agreement or other instrument or obligation of any kind to
     which any Shareholder is a party or by which any Shareholder or any of its
     properties or assets (including the Shares) may be bound, or (C) violate
     any order, writ, injunction, decree, judgment, statute, rule or regulation
 
                                      D-11

     applicable to any Shareholder or any of its properties or assets. To the
     best knowledge of Shareholders, no litigation is pending or threatened
     involving Shareholders or the Company relating in any way to this
     Agreement, the Merger Agreement, the Ancillary Agreements, or any
     transactions contemplated hereby or thereby.
 
          (e) Shareholders understand and acknowledge that Parent is entering
     into, and causing the Purchaser to enter into, the Merger Agreement and the
     Ancillary Agreements, and is incurring the obligations set forth therein,
     in reliance upon Shareholders' execution and delivery of this Agreement.
 
          (f) Except for Morgan Stanley & Co. Incorporated, no broker,
     investment banker, financial adviser or other person is entitled to any
     broker's, finder's, financial adviser's or other similar fee or commission
     in connection with the transactions contemplated hereby based upon
     arrangements made by or on behalf of Shareholders.

          (g) Shareholders have no plan or intention, and as of the Effective
     Time will have no plan or intention to sell, exchange or otherwise dispose
     of any of the shares of Parent Voting Securities that they receive in the
     Merger.
 
          (h) Shareholders have no plan or intention and, provided the IRS
     requests such a representation, will represent (in the form requested by
     Parent) that as of the effective date of the distribution of the shares of
     Spinco capital stock (the 'Spin-off') they will have no plan or intention,
     to sell, exchange, transfer by gift, or otherwise dispose of any of the
     shares of Spinco capital stock they receive in the Spin-off.
 
          (i) Shareholders will make such representations as may reasonably be
     requested by Parent (provided such representations are true at the time
     given), and in such form as may reasonably be requested by Parent, for use
     in connection with the request by Parent that the Internal Revenue Service
     issue a private letter ruling with respect to the tax consequences of the
     Spin-off.
 
     10.  Representations and Warranties of Parent and Purchaser.  Parent and
Purchaser hereby represent and warrant to Shareholders as follows:
 
          (a) Parent is a corporation duly organized and validly existing under
     the laws of the State of Utah, and Purchaser is a corporation duly
     organized and validly existing under the laws of the State of Delaware and
     each of them is in good standing under the laws of the state of its
     incorporation. Parent and Purchaser have all necessary corporate power and
     authority to execute and deliver this Agreement and perform their
     respective obligations hereunder. The execution and delivery by Parent and
     Purchaser of this Agreement and the performance by Parent and Purchaser of
     their respective obligations hereunder have been duly and validly
     authorized by the Board of Directors of each of Parent and Purchaser and no
     other corporate proceedings on the part of Parent or Purchaser are
     necessary to authorize the execution, delivery or performance of this
     Agreement or the consummation of the transactions contemplated hereby.
 
          (b) This Agreement has been duly and validly executed and delivered by
     Parent and Purchaser and constitutes a valid and binding agreement each of
     Parent and Purchaser, enforceable against each of them in accordance with
     its terms except to the extent (i) such enforcement may be limited by
     applicable bankruptcy, insolvency or similar laws affecting creditors
     rights and (ii) the remedy of specific performance and injunctive and other
     forms of equitable relief may be subject to equitable defenses and to the
     discretion of the court before which any proceeding therefor may be
     brought.
 
          (c) Except for filings, authorizations, consents and approvals as may
     be required under, and other applicable requirements of, the ICA, the HSR
     Act, with respect to the sale of Parent Voting Securities to Shareholders
     in the Merger, and the ICA (i) no filing with, and no permit,
     authorization, consent or approval of, any state or federal public body or
     authority is necessary for the execution of this Agreement by Parent or
     Purchaser and the consummation by Parent or Purchaser of the transactions

     contemplated hereby and (ii) none of the execution and delivery of this
     Agreement by Parent or Purchaser, the consummation by Parent or Purchaser
     of the transactions contemplated hereby or compliance by Parent or
     Purchaser with any of the provisions hereof shall (A) conflict with or
     result in any breach of the certificate of incorporation or by-laws of
     Parent or Purchaser, (B) result in a violation or breach of, or constitute
     (with or without notice or lapse of time or both) a default (or give rise
     to any third party right of termination, cancellation, material
     modification or acceleration) under any of the terms, conditions or
     provisions of any note, loan agreement, bond, mortgage, indenture, license,
     contract, commitment, arrangement, understanding, agreement or other
     instrument or obligation of any kind to which Parent or Purchaser is a
     party or by which Parent or Purchaser or any of their respective properties
     or assets may be bound, or (C) violate any order, writ, injunction,
 
                                      D-12

     decree, judgment, statute, rule or regulation applicable to Parent or
     Purchaser or any of their respective properties or assets. To the best
     knowledge of Parent, no litigation is pending or threatened involving
     Parent or Purchaser relating in any way to this Agreement, the Merger
     Agreement, the Ancillary Agreements, or any transactions contemplated
     hereby or thereby.
 
          (d) Except for CS First Boston Corporation, no broker, investment
     banker, financial adviser or other person is entitled to any broker's,
     finder's, financial adviser's or other similar fee or commission in
     connection with the transactions contemplated hereby based upon
     arrangements made by or on behalf of Parent or Purchaser.
 
     11.  Further Assurances.  (a) From time to time, at the other party's
request and without further consideration, each party hereto shall execute and
deliver such additional documents and take all such further lawful action as may
be necessary or desirable to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this Agreement.
 
     (b) Shareholders agree that, prior to the consummation of the Offer, they
will enter into an amendment to the existing Registration Rights Agreement,
forming Exhibit A to the Corporate Matters Agreement, by and among the Company
and the parties named therein, which amendment shall be reasonably satisfactory
to Parent, in order to permit Parent to freely exercise its 'piggyback'
registration rights in accordance with terms and provisions of the Registration
Rights Agreement being entered into by the Company, Parent and Purchaser in
connection with the execution of the Merger Agreement.
 
     12.  Stop Transfer; Legend.
 
     (a) Shareholders agree with and covenant to Parent that Shareholders shall
not request that the Company or Parent, as the case may be, register the
transfer (book-entry or otherwise) of any certificated or uncertificated
interest representing any of the securities of the Company or of Parent, as the
case may be, unless such transfer is made in compliance with this Agreement.
 
     (b) During the Standstill Period, Shareholders shall promptly surrender to

the Company all certificates representing the Shares, and other Company Voting
Securities acquired by Shareholders or their Affiliates after the date hereof,
and the Company shall place the following legend on such certificates:
 
         'THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
    SHAREHOLDERS AGREEMENT, DATED AS OF AUGUST 3, 1995 BY AND AMONG UP
    ACQUISITION CORPORATION, UNION PACIFIC CORPORATION AND PHILIP F. ANSCHUTZ,
    THE ANSCHUTZ CORPORATION, ANSCHUTZ FOUNDATION WHICH, AMONG OTHER THINGS,
    RESTRICTS THE TRANSFER AND VOTING THEREOF.'
 
     (c) During the Standstill Period, each certificate representing Parent
Voting Securities the Beneficial Ownership of which is acquired by any
Shareholder shall bear the following legend:
 
         'THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
    AGREEMENTS BETWEEN PHILIP F. ANSCHUTZ, THE ANSCHUTZ CORPORATION, ANSCHUTZ
    FOUNDATION AND UNION PACIFIC CORPORATION, COPIES OF WHICH MAY BE OBTAINED
    FROM UNION PACIFIC CORPORATION WHICH, AMONG OTHER THINGS, RESTRICT THE
    TRANSFER AND VOTING THEREOF.'
 
     (d) In connection with any Transfer of Company Voting Securities or Parent
Voting Securities to any Person, other than a Shareholder, an Affiliate of a
Shareholder, any heir, distributee, guardian, administrator, executor, legal
representative or similar successor in interest, or a member of a 'group'
(within the meaning of Section 13(d)(3) of the Exchange Act) in which a
Shareholder or an Affiliate thereof or such other Person is included, pursuant
to, and made in compliance with, Section 6 hereof, and from and after the
termination of the Standstill Period, the Company may and Parent shall, upon
surrender thereto of any certificates representing Company Voting Securities or
Parent Voting Securities, as the case may be, that bear a legend required by
this Section 12, issue and deliver to the record owner of the securities
represented thereby, or to its registered transferee, certificates representing
such securities without such legend.
 
     13.  Termination.  Except as otherwise provided in this Agreement, this
Agreement shall terminate (a) if the Effective Time does not occur, upon the
termination of the Merger Agreement, provided, however, that if the Merger
Agreement shall have been terminated pursuant to Section 7.1(c)(i) or 7.1(d)(ii)
thereof, the provisions of Sections 3 and 4 hereof shall survive the termination
of this Agreement for a period of six months, or (b) if the Effective Time does
occur, on the earliest to occur of (1) the seventh anniversary of the Effective
Time, (2) at
 
                                      D-13

such time that the Shareholders Beneficially Own, and continue to Beneficially
Own, in the aggregate, less than 4% of the Parent Voting Securities then
outstanding, it being understood, however, that if the Shareholders at any time
Beneficially Own in the aggregate less than 4% of the Parent Voting Securities
then outstanding but, prior to the seventh anniversary of the Effective Time,
subsequently acquire Beneficial Ownership of any Parent Voting Securities
(except pursuant to clauses (A), (B) or (C) of the parenthetical exception to
the first sentence in Section 5(a)(i) hereof or in an Inadvertent Acquisition)
such that immediately following such acquisition Shareholders become Beneficial

Owners in the aggregate of more than 4% of the Parent Voting Securities then
outstanding, the provisions of Sections 5, 6, 9, 11, 12, 13 and 14 of this
Agreement shall be effective and in full force again as if no such termination
had occurred, and (3) if at any time that the Shareholders Beneficially Own in
the aggregate more than 4% of the Parent Voting Securities then outstanding (i)
the Shareholder Designee shall not be elected as a director of Parent as
provided in this Agreement, (ii) if and so long as Mr. Anschutz shall be a
director of Parent, Mr. Anschutz (but not any other Shareholder Designee) shall
not be appointed Vice Chairman of the Board of Directors, (iii) subject to
applicable requirements of the New York Stock Exchange or any other security
exchange on which the Parent Common Stock is listed, or if not so listed, under
the rules or regulations of the National Association of Securities Dealers, a
Shareholder Designee who is then a director shall not be appointed as a member
of the Executive, Finance and Corporate Development, and Compensation, Benefits
and Nominating Committees, respectively, of the Board of Directors of Parent (or
committees having similar functions) or (iv) Parent shall have breached its
covenant in Section 7(b) hereof; provided that TAC, for itself and on behalf of
all other Shareholders, may by written notice to Parent irrevocably elect that,
from and after the delivery thereof, the references in this Section 13 and in
Section 7 hereof to '4%' be deleted and replaced by references to '3%.'
Notwithstanding anything to the contrary, any agreements or covenants which by
their terms require action or performance following termination of this
Agreement shall survive such termination.
 
     14.  Miscellaneous.
 
     (a) This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all other prior
agreements and understandings, both written and oral, between the parties with
respect to the subject matter hereof.
 
     (b) Shareholders agree that this Agreement and the respective rights and
obligations of Shareholders hereunder shall attach to any Company Voting
Securities or Parent Voting Securities that may become Beneficially Owned by
Shareholders. The obligations of Shareholders under Sections 5(c), 6 and 12
hereof shall terminate with respect to Company Voting Securities and Parent
Voting Securities that shall cease to be Beneficially Owned by a Shareholder, an
Affiliate thereof or any heir, distributee, guardian, administrator, executor,
legal representative or similar successor in interest, pursuant to a Transfer
thereof to any Person other than a Shareholder, an Affiliate of a Shareholder,
such other Person or a member of a 'group' (within the meaning of Section
13(d)(3) of the Exchange Act) in which a Shareholder, an Affiliate thereof or
such other person is included; provided that such Transfer shall be permitted
by, and made in accordance with Section 2(b) hereof, Section 4(a) hereof or
Section 6 hereof, as the case may be, and such termination shall be effective
upon the Transfer of such securities; such transferees of such securities shall
have no obligations or rights under or with respect to this Agreement and,
except as otherwise provided herein, shall not be deemed to be Shareholders for
any purposes of this Agreement; and thereafter such securities shall not be
subject to Sections 5(c), 6 and 12 hereof for any purpose whatsoever. The
representations, warranties, covenants, obligations and other agreements of
Shareholders made or undertaken in this Agreement are made or undertaken by each
Shareholder with respect to itself alone, severally and not jointly, and, no
Shareholder shall have any responsibility with respect to the representations,

warranties, covenants, obligations and other agreements made or undertaken by
any other Shareholder in this Agreement or any liability with respect to the
breach thereof by any other Shareholder.
 
     (c) Except as otherwise provided in this Agreement, all costs and expenses
incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such expenses, and each of Parent
and Purchaser, on the one hand, and Shareholders, on the other hand, shall
indemnify and hold the other harmless from and against any and all claims,
liabilities or obligations with respect to any brokerage fees, commissions or
finders' fees asserted by any person on the basis of any act or statement
alleged to have been made by such party or its Affiliates.
 
     (d) Except as provided in the Agreement, this Agreement shall not be
assigned by operation of law or otherwise without the prior written consent of
the other party, provided that Parent may assign, in its sole discretion, its
rights and obligations hereunder to any direct or indirect wholly owned
subsidiary of Parent, but no
 
                                      D-14

such assignment shall relieve Parent of its obligations hereunder if such
assignee does not perform such obligations.
 
     (e) This Agreement may not be amended, changed, supplemented, or otherwise
modified or terminated, except upon the execution and delivery of a written
agreement executed by each of the parties hereto. The parties may waive
compliance by the other parties hereto with any representation, agreement or
condition otherwise required to be complied with by such other party hereunder,
but any such waiver shall be effective only if in writing executed by the
waiving party.
 
     (f) All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given (and shall be deemed to have
been duly received if given) by hand delivery or telecopy (with a confirmation
copy sent for next day delivery via courier service, such as Federal Express),
or by any courier service, such as Federal Express, providing proof of delivery.
All communications hereunder shall be delivered to the respective parties at the
following addresses:
 
     If to Shareholders:
 
        The Anschutz Corporation
        Suite 2400
        555 Seventeenth Street
        Denver, Colorado 80202
 
        Anschutz Foundation
        Suite 2400
        555 Seventeenth Street
        Denver, Colorado 80202
 
        Philip F. Anschutz
        Suite 2400

        555 Seventeenth Street
        Denver, Colorado 80202
 
     copy to:
 
     and, in either case, with a copy to:
 
        O'Melveny & Myers
        153 East 53rd Street
        New York, New York 10022
        Telephone No.: (212) 326-2000
        Telecopy No.: (212) 326-2091
        Attention: Drake S. Tempest, Esq.
 
     If to Parent or Purchaser:
 
        Union Pacific Corporation
        Martin Tower
        Eighth and Eaton Avenues
        Bethlehem, Pennsylvania 18018
        Telephone No.: (610) 861-3200
        Telecopy No.: (610) 861-3111
        Attention: Carl W. von Bernuth
 
     copy to:
 
        Skadden, Arps, Slate, Meagher & Flom
        919 Third Avenue
        New York, New York 10022
        Telephone No.: (212) 735-3000
        Telecopy No.: (212) 735-2001
        Attention: Paul T. Schnell, Esq.
 
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
 
                                      D-15

     (g) Whenever possible, each provision or portion of any provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law but if any provision or portion of any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or portion of any provision
in such jurisdiction, and this Agreement will be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision or portion of any provision had never been contained herein.
 
     (h) Each of the parties hereto recognizes and acknowledges that a breach by
it of any covenants or agreements contained in this Agreement will cause the
other party to sustain damages for which it would not have an adequate remedy at
law for money damages, and therefore each of the parties hereto agrees that in
the event of any such breach the aggrieved party shall be entitled to the remedy
of specific performance of such covenants and agreements and injunctive and

other equitable relief in addition to any other remedy to which it may be
entitled, at law or in equity.
 
     (i) All rights, powers and remedies provided under this Agreement or
otherwise available in respect hereof at law or in equity shall be cumulative
and not alternative, and the exercise of any thereof by any party shall not
preclude the simultaneous or later exercise of any other such right, power or
remedy by such party. The failure of any party hereto to exercise any right,
power or remedy provided under this Agreement or otherwise available in respect
hereof at law or in equity, or to insist upon compliance by any other party
hereto with its obligations hereunder, and any custom or practice of the parties
at variance with the terms hereof, shall not constitute a waiver by such party
of its right to exercise any such or other right, power or remedy or to demand
such compliance.
 
     (j) This Agreement is not intended to be for the benefit of, and shall not
be enforceable by, any person or entity who or which is not a party hereto.
 
     (k) This Agreement shall be governed and construed in accordance with the
laws of the State of New York, without giving effect to the principles of
conflicts of law thereof.
 
     (l) The representations and warranties made herein shall survive through
the term of this Agreement.
 
     (m) Each party hereby irrevocably submits to the nonexclusive jurisdiction
of the Supreme Court in the State of New York in any action, suit or proceeding
arising in connection with this Agreement, and agrees that any such action, suit
or proceeding may be brought only in such court (and waives any objection based
on forum non conveniens or any other objection to venue therein); provided,
however, that such consent to jurisdiction is solely for the purpose referred to
in this paragraph (m) and shall not be deemed to be a general submission to the
jurisdiction of said Court or in the State of New York other than for such
purposes. Each party hereto hereby waives any right to a trial by jury in
connection with any such action, suit or proceeding.
 
     (n) The descriptive headings used herein are inserted for convenience of
reference only and are not intended to be part of or to affect the meaning or
interpretation of this Agreement.
 
     (o) This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but all of which, taken together, shall constitute one
and the same Agreement.
 
                                      D-16

     IN WITNESS WHEREOF, Parent, Purchaser and Shareholders have caused this
Agreement to be duly executed as of the day and year first above written.
 
                                          UNION PACIFIC CORPORATION
 
                                          By:           /s/ DREW LEWIS
                                            ------------------------------------
                                            Name:  Drew Lewis

                                            Title: Chairman and Chief
                                                   Executive Officer
 
                                          UP ACQUISITION CORPORATION
 
                                          By:     /s/ L. WHITE MATTHEWS, III
                                            ------------------------------------
                                            Name:  L. White Matthews, III
                                            Title: Executive Vice
                                                   President-Finance
 
No. of Shares: 48,084,754                 THE ANSCHUTZ CORPORATION
 
                                          By:       /s/ PHILIP F. ANSCHUTZ
                                            ------------------------------------
                                            Name:  Philip F. Anshutz
                                            Title: President
 
No. of Shares: 1,558,254                  ANSCHUTZ FOUNDATION
 
                                          By:       /s/ PHILIP F. ANSCHUTZ
                                            ------------------------------------
                                            Name:  Philip F. Anschutz
                                            Title: Chairman of the Board
 
No. of Shares: 48,084,754
[by reason of ownership of TAC]
                                                  /s/ PHILIP F. ANSCHUTZ
                                            ------------------------------------
                                                    Philip F. Anschutz
 
     The undersigned agrees to be bound by and comply with the provisions of
Section 12(b) of this Agreement.
 
                                          SOUTHERN PACIFIC RAIL CORPORATION
 
                                                      /s/ CANNON Y. HARVEY
                                            ------------------------------------

                                          Name:  Cannon Y. Harvey
                                          Title: Executive Vice President
 
                                      D-17

                                                                       EXHIBIT A
                                              TO ANSCHUTZ SHAREHOLDERS AGREEMENT
 
                               IRREVOCABLE PROXY
 
     The undersigned hereby revokes any previous proxies and appoints Union
Pacific Corporation ('Parent'), Drew Lewis and Richard K. Davidson, and each of
them, with full power of substitution, as attorney and proxy of the undersigned
to attend any and all meetings of shareholders of Southern Pacific Rail

Corporation, a Delaware corporation (the 'Company') (and any adjournments or
postponements thereof), to vote all shares of Common Stock, $.001 par value, of
the Company that the undersigned is then entitled to vote, and to represent and
otherwise to act for the undersigned in the same manner and with the same effect
as if the undersigned were personally present, with respect to all matters
specified in Section 3(a) of the Shareholders Agreement (the 'Shareholders
Agreement'), dated as of August 3, 1995, by and among Parent, UP Acquisition
Corporation, the undersigned and [other Shareholders]. Capitalized terms used
and not defined herein have the respective meanings ascribed to them in, or as
prescribed by, the Shareholders Agreement.
 
     This proxy shall be deemed to be a proxy coupled with an interest and is
irrevocable during the Voting Period and has been granted pursuant to Section
3(b) of the Shareholders Agreement.
 
     The undersigned authorizes such attorney and proxy to substitute any other
person to act hereunder, to revoke any substitution and to file this proxy and
any substitution or revocation with the Secretary of the Company.
 
Dated:               , 1995
 
                                          [Shareholder]
 
                                          By:
                                             -----------------------------------
                                            Name:
                                            Title:
 
                                      D-18

                                                                         ANNEX E
 
                          MSLEF SHAREHOLDER AGREEMENT
 
     AGREEMENT, dated as of August 3, 1995, by and among Union Pacific
Corporation, a Utah corporation ('Parent'), UP Acquisition Corporation, a
Delaware corporation and an indirect wholly owned subsidiary of Parent
('Purchaser'), and The Morgan Stanley Leveraged Equity Fund II, L.P., a Delaware
limited partnership (the 'Shareholder').
 
                             W I T N E S S E T H :
 
     WHEREAS, simultaneously with the execution of this Agreement, Parent,
Purchaser, Union Pacific Railroad Company, a Utah corporation ('UPRR'), and
Southern Pacific Rail Corporation, a Delaware corporation (the 'Company'), have
entered into an Agreement and Plan of Merger (as such Agreement may hereafter be
amended from time to time, the 'Merger Agreement'), pursuant to which Purchaser
has agreed, among other things, to commence a cash tender offer (the 'Offer') to
purchase up to 39,034,471 shares of common stock, $.001 par value, of the
Company (the 'Company Common Stock') and the Company will be merged with and
into UPRR (the 'Merger');
 
     WHEREAS, as of the date hereof, Shareholder is the record and beneficial
owner of, and has the sole right to vote and dispose of, an aggregate of
13,341,580 shares (the 'Shares') of Company Common Stock; and
 
     WHEREAS, as an inducement and a condition to its entering into the Merger
Agreement and the Ancillary Agreements (as defined in the Merger Agreement), and
incurring the obligations set forth therein, including the Offer and the Merger,
Parent has required that Shareholder agree, and Shareholder has agreed, to enter
into this Agreement;
 
     NOW, THEREFORE, in consideration of the foregoing and the mutual premises,
representations, warranties, covenants and agreements contained herein and in
the Merger Agreement and the Ancillary Agreements, the parties hereto, intending
to be legally bound hereby, agree as follows:
 
     1.  Certain Definitions.  Capitalized terms used and not defined herein
have the respective meanings ascribed to them in the Merger Agreement. In
addition, for purposes of this Agreement:
 
          (a) 'Affiliate' shall mean, with respect to any specified Person, any
     Person that directly, or indirectly through one or more intermediaries,
     controls, or is controlled by, or is under common control with, the Person
     specified. For purposes of this Agreement, with respect to the Shareholder,
     'Affiliate' shall not include the Company and the Persons that directly, or
     indirectly through one or more intermediaries, are controlled by the
     Company.
 
          (b) 'Beneficially Own' or 'Beneficial Ownership' with respect to any
     securities shall mean having 'beneficial ownership' of such securities (as
     determined pursuant to Rule 13d-3 under the Securities Exchange Act of
     1934, as amended (the 'Exchange Act')), including pursuant to any

     agreement, arrangement or understanding, whether or not in writing;
     provided, however, that securities Beneficially Owned by the Shareholder
     shall include only those securities (including, without limitation, the
     Shares) with respect to which the Shareholder exercises direct voting and
     investment control and shall not include securities (other than those
     securities (including, without limitation, the Shares) with respect to
     which the Shareholder exercises direct voting and investment control)
     Beneficially Owned by any Affiliates of the Shareholder or any other
     Persons with whom the Shareholder would constitute a 'group' within the
     meaning of Section 13(d) of the Exchange Act and the rules promulgated
     thereunder.
 
          (c) 'Company Voting Securities' shall mean any securities of the
     Company entitled, or which may be entitled, to vote generally in the
     election of directors and any securities convertible into or exercisable or
     exchangeable for such securities (whether or not subject to contingencies
     with respect to any matter or proposal submitted for the vote or consent of
     shareholders of the Company). For purposes of determining the percentage of
     Company Voting Securities Beneficially Owned by a Person, securities
     Beneficially Owned by any such Person that are convertible, exercisable or
     exchangeable for securities entitled to vote shall be deemed to be
     converted, exercised or exchanged and shall represent the number of
     securities of the
 
                                      E-1

     Company entitled to vote into which such convertible, exercisable or
     exchangeable securities (disregarding for such purposes any restrictions on
     conversion, exercise or exchange) are then convertible, exchangeable or
     exercisable.
 
          (d) 'including' shall mean including without limitation.
 
          (e) 'Parent Voting Securities' shall mean any securities of Parent
     entitled, or which may be entitled, to vote generally in the election of
     directors and any securities convertible into or exercisable or
     exchangeable for such securities (whether or not subject to contingencies
     with respect to any matter or proposal submitted for the vote or consent of
     shareholders of Parent). For purposes of this Agreement, Parent Voting
     Securities shall not include Company Voting Securities. For purposes of
     determining the percentage of Parent Voting Securities Beneficially Owned
     by a Person, securities Beneficially Owned by any such Person that are
     convertible, exercisable or exchangeable for securities entitled to vote
     shall be deemed to be converted, exercised or exchanged and shall represent
     the number of securities of Parent entitled to vote into which such
     convertible, exercisable or exchangeable securities (disregarding for such
     purposes any restrictions on conversion, exercise or exchange) are then
     convertible, exchangeable or exercisable.
 
          (f) 'Person' shall mean an individual, corporation, partnership, joint
     venture, association, trust, unincorporated organization or other entity.
 
          (g) 'Transfer' shall mean, with respect to a security, the sale,
     transfer, pledge, hypothecation, encumbrance, assignment or disposition of

     such security or the Beneficial Ownership thereof, the offer to make such a
     sale, transfer or other disposition, and each agreement, arrangement or
     understanding, whether or not in writing, to effect any of the foregoing.
     As a verb, 'Transfer' shall have a correlative meaning.
 
     2.  Tender of Shares.  The parties agree that Shareholder may, but shall
have no obligation to, tender (or cause the record owner of the Shares to
tender), pursuant to and in accordance with the terms of the Offer, any or all
of the Shares and any other shares of Company Common Stock hereafter
Beneficially Owned by Shareholder. Shareholder hereby acknowledges and agrees
that Parent's and Purchaser's obligation to accept for payment and pay for
Shares in the Offer, including any Shares tendered by Shareholder, is subject to
the terms and conditions of the Offer. The parties agree that Shareholder will,
for all Shares tendered by Shareholder in the Offer and accepted for payment and
paid for by Purchaser, receive the same per Share consideration paid to other
shareholders who have tendered into the Offer.
 
     3.  Voting of Company Common Stock; Irrevocable Proxy; No Acquisition of
Additional Company Voting Securities.
 
     (a) Shareholder hereby agrees that during the period commencing on the date
hereof and continuing until the earlier of (x) the consummation of the Merger
and (y) six months following the termination of the Merger Agreement in
accordance with Section 7.1(c)(i) or 7.1(d)(i) thereof, and (z) upon the
termination of the Merger Agreement in accordance with any provision of Section
7.1 other than Section 7.1(c)(i) or 7.1(d)(ii) (such period being referred to as
the 'Voting Period') at any meeting (whether annual or special, and whether or
not an adjourned or postponed meeting) of the Company's shareholders, however
called, or in connection with any written consent of the Company's shareholders,
subject to the absence of a preliminary or permanent injunction or other final
order by any United States federal court or state court barring such action,
Shareholder shall vote (or cause to be voted) the Shares and all other Company
Voting Securities that it Beneficially Owns, whether owned on the date hereof or
hereafter acquired, (i) in favor of the Merger, the execution and delivery by
the Company of the Merger Agreement and the approval and adoption of the Merger
Agreement and the terms thereof and each of the other actions contemplated by
the Merger Agreement, this Agreement and the Ancillary Agreements and any
actions required in furtherance thereof and hereof; (ii) against any action or
agreement that would (A) result in a material breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement or any of the Ancillary Agreements to which it is a
party or of Shareholder under this Agreement or (B) in the judgement of Parent
as communicated in writing to the Shareholder, impede, interfere with, delay,
postpone, or adversely affect the Offer, the Merger or the transactions
contemplated by the Merger Agreement, this Agreement and the Ancillary
Agreements; and (iii) except as otherwise agreed to in writing in advance by
Parent, against the following actions (other than the
 
                                      E-2

Merger and the transactions contemplated by the Merger Agreement, this Agreement
and the Ancillary Agreements): (A) any extraordinary corporate transaction, such
as a merger, consolidation or other business combination involving the Company
or any of its subsidiaries; (B) any sale, lease or transfer of a substantial

portion of the assets or business of the Company or its subsidiaries, or
reorganization, restructuring, recapitalization, special dividend, dissolution
or liquidation of the Company or its subsidiaries; or (C) any change in the
present capitalization of the Company including any proposal to sell a
substantial equity interest in the Company or any of its subsidiaries.
Shareholder shall not enter into any agreement, arrangement or understanding
with any Person the effect of which would be inconsistent or violative of the
provisions and agreements contained in this Section 3.
 
     (b) At the request of Parent, Shareholder, in furtherance of the
transactions contemplated hereby and by the Merger Agreement and the Ancillary
Agreements, and in order to secure the performance by Shareholder of its duties
under this Agreement, shall promptly execute and deliver to Purchaser an
irrevocable proxy, in the form of Exhibit A hereto. Shareholder acknowledges and
agrees that the proxy executed and delivered pursuant to this Section 3(b) shall
be coupled with an interest, shall constitute, among other things, an inducement
for Parent to enter into this Agreement, the Merger Agreement and the Ancillary
Agreements to which it is a party, shall be irrevocable during the Voting Period
and shall not be terminated by operation of law upon the occurrence of any
event.
 
     (c) Shareholder agrees that during the period commencing on the date hereof
and continuing until the earlier of (x) the consummation of the Merger and (y)
the termination of the Merger Agreement, Shareholder will not, and will cause
its general partner not to, acquire, offer or propose to acquire, or agree to
acquire, whether by purchase, tender or exchange offer, any Company Voting
Securities.
 
     4.  Restrictions on Transfer, Proxies; No Solicitation.
 
     (a) Shareholder shall not, during the Voting Period, directly or
indirectly: (i) except as provided in Section 2 or this Section 4(a), Transfer
to any Person any or all of the Company Voting Securities Beneficially Owned by
the Shareholder; (ii) except as provided in Section 3(b) of this Agreement,
grant any proxies or powers of attorney, deposit any such Company Voting
Securities into a voting trust or enter into a voting agreement, understanding
or arrangement with respect to the Company Voting Securities; or (iii) take any
action that would make any representation or warranty of Shareholder contained
herein untrue or incorrect or would result in a breach by the Shareholder of its
obligations under this Agreement or a breach by the Company of its obligations
under the Merger Agreement or any of the Ancillary Agreements to which it is a
party. Notwithstanding any provisions of this Agreement to the contrary,
Shareholder may Transfer in the aggregate, following the consummation of the
Offer and prior to the Effective Time, a portion of the Shares in the aggregate
not greater than 10% of the Shares Beneficially Owned by the Shareholder
immediately following the consummation of the Offer.
 
     (b) Shareholder shall not, and shall cause its general partner not to,
directly or indirectly, (i) initiate, solicit or encourage, or take any action
to facilitate the making of, any offer or proposal which constitutes or is
reasonably likely to lead to any Takeover Proposal (as defined in the Merger
Agreement) of the Company or any Affiliate or any inquiry with respect thereto,
or (ii) in the event of an unsolicited written Takeover Proposal for the Company
or any Affiliate of the Company, engage in negotiations or discussions with, or

provide any information or data to, any Person (other than Parent, any of its
Affiliates or representatives) relating to any Takeover Proposal. Shareholder
shall notify Parent and Purchaser orally and in writing of any such offers,
proposals or inquiries relating to the purchase or acquisition by any Person of
the Shares Beneficially Owned by the Shareholder (including, without limitation,
the terms and conditions thereof and the identity of the Person making it),
within 24 hours of the receipt thereof. Shareholder shall, and shall cause its
general partner to, immediately cease and cause to be terminated all existing
activities, discussions and negotiations, if any, with any parties conducted
heretofore with respect to any Takeover Proposal relating to the Company, other
than discussions or negotiations with Parent and its Affiliates.
 
     (c) Shareholder will not, and will cause its general partner not to,
directly or indirectly, make any public comment, statement or communication, or
take any action that would otherwise require any public disclosure by
Shareholder, Parent or any other Person, concerning the Merger, the Offer, the
Spin-off (as described in Section 5.4 of the Merger Agreement) and the other
transactions contemplated by the Merger Agreement, this
 
                                      E-3

Agreement and the Ancillary Agreements, except for any disclosure (i) concerning
the status of Shareholder as a party to such agreement, the terms thereof, and
its beneficial ownership of Shares, required pursuant to Section 13(d) or
Section 16 of the Exchange Act or (ii) required in the Schedule 14D-9 or the
Proxy Statement/Prospectus.
 
     (d) Notwithstanding the restrictions set forth in Section 4(b), any Person
who is a director or officer of the Company may exercise his fiduciary duties in
his capacity as a director or officer with respect to the Company, as opposed to
taking action with respect to the direct or indirect ownership of any Shares,
and no such exercise of fiduciary duties shall be deemed to be a breach of, or a
violation of the restrictions set forth in, Section 4(b) and the Shareholder
shall not have any liability hereunder for any such exercise of fiduciary duties
by such Person in his capacity as a director and officer of the Company. Nothing
in this Section 4(d) shall relieve or affect any of the Company's or its
Affiliates' obligations under the Merger Agreement.
 
     5.  Representations and Warranties of Shareholder.  Shareholder hereby
represents and warrants to Parent and Purchaser as follows:
 
          (a) Shareholder is a limited partnership duly organized and validly
     existing under the laws of the State of Delaware. Shareholder has all
     necessary power and authority to execute and deliver this Agreement and
     perform its obligations hereunder. The execution and delivery by
     Shareholder of this Agreement and the performance by Shareholder of its
     obligations hereunder have been duly and validly authorized by all required
     partnership action, and no other proceedings or actions on the part of
     Shareholder are necessary to authorize the execution, delivery or
     performance of this Agreement or the consummation of the transactions
     contemplated hereby.
 
          (b) This Agreement has been duly and validly executed and delivered by
     Shareholder and constitutes the valid and binding agreement of Shareholder,

     enforceable against Shareholder in accordance with its terms except to the
     extent (i) such enforcement may be limited by applicable bankruptcy,
     insolvency or similar laws affecting creditors' rights and (ii) the remedy
     of specific performance and injunctive and other forms of equitable relief
     may be subject to equitable defenses and to the discretion of the court
     before which any proceeding therefor may be brought.
 
          (c) Shareholder is the sole record holder and Beneficial Owner of
     13,341,580 Shares, and has good and marketable title to all of such Shares,
     free and clear of all choate liens, claims, options, proxies, voting
     agreements and perfected security interests (other than to the extent
     created by either or both of the Corporate Matters Agreement (the
     'Corporate Matters Agreement') and the Shareholder Agreement, each dated as
     of August 1, 1993, among the Company, TAC, the Shareholder and certain
     other parties thereto, each of which Shareholder agrees to terminate as of
     the Effective Time). The Shares constitute all of the capital stock of the
     Company Beneficially Owned by Shareholder, and except for the Shares,
     Shareholder does not Beneficially Own or have any right to acquire (whether
     currently, upon lapse of time, following the satisfaction of any
     conditions, upon the occurrence of any event or any combination of the
     foregoing) any Company Voting Securities. Shareholder has sole power to
     vote and to dispose of the Shares, and sole power to issue instructions
     with respect to the Shares to the extent appropriate in respect of the
     matters set forth in this Agreement, sole power to demand appraisal rights
     and sole power to agree to all of the matters set forth in this Agreement,
     in each case with respect to all of the Shares, with no limitations,
     qualifications or restrictions on such rights, subject to applicable
     securities laws and the terms of this Agreement. Shareholder does not
     beneficially own or have any right to acquire (whether currently, upon
     lapse of time, following the satisfaction of any conditions, upon the
     occurrence of any event or any combination of the foregoing), except
     pursuant to the Merger, any Parent Voting Securities.
 
          (d) Except for filings, authorizations, consents and approvals as may
     be required under, and other applicable requirements of, the ICA, the HSR
     Act and the Exchange Act (i) no filing with, and no permit, authorization,
     consent or approval of, any state or federal governmental body or authority
     is necessary for the execution of this Agreement by Shareholder and the
     consummation by Shareholder of the transactions contemplated hereby and
     (ii) none of the execution and delivery of this Agreement by Shareholder,
     the consummation by Shareholder of the transactions contemplated hereby or
     compliance by Shareholder with any of the provisions hereof shall (A)
     conflict with or result in any breach of Shareholder's agreement of limited
     partnership or any agreement of partnership of the general partner, (B)
     result in a violation or breach
 
                                      E-4

     of, or constitute (with or without notice or lapse of time or both) a
     default (or give rise to any third-party right of termination,
     cancellation, material modification or acceleration) under any of the
     terms, conditions or provisions of any note, loan agreement, bond,
     mortgage, indenture, license, contract, commitment, arrangement,
     understanding, agreement or other instrument or obligation of any kind to

     which Shareholder is a party or by which Shareholder or any of its
     properties or assets (including the Shares) may be bound, or (C) violate
     any order, writ, injunction, decree, judgment, statute, rule or regulation
     applicable to Shareholder or any of its properties or assets. To the best
     knowledge of Shareholder, no litigation is pending or threatened involving
     Shareholder or the Company relating in any way to this Agreement, the
     Merger Agreement, the Ancillary Agreements, or any transactions
     contemplated hereby or thereby.
 
          (e) Shareholder understands and acknowledges that Parent is entering
     into, and causing the Purchaser to enter into, the Merger Agreement and the
     Ancillary Agreements, and is incurring the obligations set forth therein,
     in reliance upon Shareholder's execution and delivery of this Agreement.
 
          (f) Except for Morgan Stanley & Co. Incorporated, no broker,
     investment banker, financial adviser or other person is entitled to any
     broker's, finder's, financial adviser's or other similar fee or commission
     in connection with the transactions contemplated hereby based upon
     arrangements made by or on behalf of Shareholder.
 
          (g) Shareholder will make such representations as may reasonably be
     requested by Parent, and in such form as may reasonably be requested by
     Parent, for use in connection with the request by Parent that the Internal
     Revenue Service issue a private letter ruling with respect to the tax
     consequences of the Spin-off.
 
     6.  Representations and Warranties of Parent and Purchaser.  Parent and
Purchaser hereby represent and warrant to Shareholder as follows:
 
          (a) Parent is a corporation duly organized and validly existing under
     the laws of the State of Utah, and Purchaser is a corporation duly
     organized and validly existing under the laws of the State of Delaware and
     each of them is in good standing under the laws of the state of its
     incorporation. Parent and Purchaser have all necessary corporate power and
     authority to execute and deliver this Agreement and perform their
     respective obligations hereunder. The execution and delivery by Parent and
     Purchaser of this Agreement and the performance by Parent and Purchaser of
     their respective obligations hereunder have been duly and validly
     authorized by the Board of Directors of each of Parent and Purchaser and no
     other corporate proceedings on the part of Parent or Purchaser are
     necessary to authorize the execution, delivery or performance of this
     Agreement or the consummation of the transactions contemplated hereby.
 
          (b) This Agreement has been duly and validly executed and delivered by
     Parent and Purchaser and constitutes a valid and binding agreement of each
     of Parent and Purchaser, enforceable against each of them in accordance
     with its terms except to the extent (i) such enforcement may be limited by
     applicable bankruptcy, insolvency or similar laws affecting creditors
     rights and (ii) the remedy of specific performance and injunctive and other
     forms of equitable relief may be subject to equitable defenses and to the
     discretion of the court before which any proceeding therefor may be
     brought.
 
          (c) Except for filings, authorizations, consents and approvals as may

     be required under, and other applicable requirements of, the ICA (i), no
     filing with, and no permit, authorization, consent or approval of, any
     state or federal public body or authority is necessary for the execution of
     this Agreement by Parent or Purchaser and the consummation by Parent or
     Purchaser of the transactions contemplated hereby and (ii) none of the
     execution and delivery of this Agreement by Parent or Purchaser, the
     consummation by Parent or Purchaser of the transactions contemplated hereby
     or compliance by Parent or Purchaser with any of the provisions hereof
     shall (A) conflict with or result in any breach of the certificate of
     incorporation or by-laws of Parent or Purchaser, (B) result in a violation
     or breach of, or constitute (with or without notice or lapse of time or
     both) a default (or give rise to any third party right of termination,
     cancellation, material modification or acceleration) under any of the
     terms, conditions or provisions of any note, loan agreement, bond,
     mortgage, indenture, license, contract, commitment, arrangement,
     understanding, agreement or other instrument or obligation of any kind to
     which Parent or Purchaser is a party or by which Parent or Purchaser or any
     of their respective properties or assets may be bound, or (C) violate any
     order, writ, injunction, decree, judgment, statute, rule or regulation
     applicable to Parent or Purchaser or any of their respective
 
                                      E-5

     properties or assets. To the best knowledge of Parent, no litigation is
     pending or threatened involving Parent or Purchaser relating in any way to
     this Agreement, the Merger Agreement, the Ancillary Agreements, or any
     transactions contemplated hereby or thereby.
 
          (d) Except for CS First Boston Corporation, no broker, investment
     banker, financial adviser or other person is entitled to any broker's,
     finder's, financial adviser's or other similar fee or commission in
     connection with the transactions contemplated hereby based upon
     arrangements made by or on behalf of Parent or Purchaser.
 
     7.  Further Assurances.
 
     (a) From time to time, at the other party's request and without further
consideration, each party hereto shall execute and deliver such additional
documents and take all such further lawful action as may be necessary or
desirable to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Agreement.
 
     (b) Shareholder agrees that, prior to the consummation of the Offer, it
will enter into an amendment to the existing Registration Rights Agreement,
forming Exhibit A to the Corporate Matters Agreement, by and among the Company
and the parties named therein, which amendment shall be reasonably satisfactory
to Parent and Shareholder, in order to permit Parent to freely exercise its
'piggyback' registration rights in accordance with the terms and provisions of
the Registration Rights Agreement being entered into by the Company, Parent and
Purchaser in connection with the execution of the Merger Agreement.
 
     8.  Stop Transfer; Legend.
 
     (a) Shareholder agrees with and covenants to Parent that Shareholder shall

not request that the Company or Parent, as the case may be, register the
transfer (book-entry or otherwise) of any certificated or uncertificated
interest representing any of the securities of the Company or of Parent, as the
case may be, unless the Shareholder represents to the Company that such transfer
is made in compliance with this Agreement.
 
     (b) Shareholder shall promptly surrender to the Company all certificates
representing the Shares, and other Company Voting Securities acquired by
Shareholder or its Affiliates after the date hereof, and the Company shall place
the following legend on such certificates:
 
          'THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
     SHAREHOLDER AGREEMENT, DATED AS OF AUGUST 3, 1995 BY AND AMONG UP
     ACQUISITION CORPORATION, UNION PACIFIC CORPORATION AND THE MORGAN STANLEY
     LEVERAGED EQUITY FUND II, L.P. WHICH, AMONG OTHER THINGS, RESTRICTS THE
     TRANSFER AND VOTING THEREOF.'
 
     9.  Termination.  Except as otherwise provided in this Agreement, this
Agreement shall terminate at the end of the Voting Period.
 
     10.  Miscellaneous.
 
     (a) This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all other prior
agreements and understandings, both written and oral, between the parties with
respect to the subject matter hereof.
 
     (b) Shareholder agrees that this Agreement and the obligations hereunder
shall attach to any Company Voting Securities that may become Beneficially Owned
by Shareholder.
 
     (c) All costs and expenses incurred in connection with this Agreement and
the transactions contemplated hereby shall be paid by the party incurring such
expenses, and each of Parent and Purchaser, on the one hand, and Shareholder, on
the other hand, shall indemnify and hold the other harmless from and against any
and all claims, liabilities or obligations with respect to any brokerage fees,
commissions or finders' fees asserted by any person on the basis of any act or
statement alleged to have been made by such party or its Affiliates.
 
     (d) Except as provided in the Agreement, this Agreement shall not be
assigned by operation of law or otherwise without the prior written consent of
the other party, provided that Parent may assign, in its sole discretion, its
rights and obligations hereunder to any direct or indirect wholly owned
subsidiary of Parent, but no
 
                                      E-6

such assignment shall relieve Parent of its obligations hereunder if such
assignee does not perform such obligations.
 
     (e) This Agreement may not be amended, changed, supplemented, or otherwise
modified or terminated, except upon the execution and delivery of a written
agreement executed by each of the parties hereto. The parties may waive
compliance by the other parties hereto with any representation, agreement or

condition otherwise required to be complied with by such other party hereunder,
but any such waiver shall be effective only if in writing executed by the
waiving party.
 
     (f) All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given (and shall be deemed to have
been duly received if given) by hand delivery or telecopy (with a confirmation
copy sent for next day delivery via courier service, such as FedEx), or by any
courier service, such as FedEx, providing proof of delivery. All communications
hereunder shall be delivered to the respective parties at the following
addresses:
 
     If to Shareholder:
 
        The Morgan Stanley Leveraged Equity Fund II, L.P.
        1221 Avenue of the Americas
        New York, New York 10024
        Attn: Frank V. Sica
        Telephone: (212) 703-7761
        Telecopy: (212) 703-6422
 
     copy to:
 
        Peter R. Vogelsang, Vice President
        Morgan Stanley & Co. Incorporated
        1221 Avenue of the Americas
        New York, New York 10024
        Telephone: (212) 703-5792
        Telecopy: (212) 703-6422
 
     If to Parent or Purchaser:
 
        Union Pacific Corporation
        Martin Tower
        Eighth & Eaton Avenue
        Bethlehem, Pennsylvania 18018
        Attn: Carl. W. von Bernuth
        Telephone: (610) 861-3200
        Telecopy: (610) 861-3111
 
     copy to:
 
        Skadden, Arps, Slate, Meagher & Flom
        919 Third Avenue
        New York, New York 10022
        Attention: Paul T. Schnell, Esq.
        Telephone No.: (212) 735-3000
        Telecopy No.: (212) 735-2001
 
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
 
     (g) Whenever possible, each provision or portion of any provision of this
Agreement will be interpreted in such manner as to be effective and valid under

applicable law but if any provision or portion of any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or portion of any
 
                                      E-7

provision in such jurisdiction, and this Agreement will be reformed, construed
and enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision or portion of any provision had never been contained herein.
 
     (h) Each of the parties hereto recognizes and acknowledges that a breach by
it of any covenants or agreements contained in this Agreement will cause the
other party to sustain damages for which it would not have an adequate remedy at
law for money damages, and therefore each of the parties hereto agrees that in
the event of any such breach the aggrieved party shall be entitled to the remedy
of specific performance of such covenants and agreements and injunctive and
other equitable relief in addition to any other remedy to which it may be
entitled, at law or in equity.
 
     (i) All rights, powers and remedies provided under this Agreement or
otherwise available in respect hereof at law or in equity shall be cumulative
and not alternative, and the exercise of any thereof by any party shall not
preclude the simultaneous or later exercise of any other such right, power or
remedy by such party. The failure of any party hereto to exercise any right,
power or remedy provided under this Agreement or otherwise available in respect
hereof at law or in equity, or to insist upon compliance by any other party
hereto with its obligations hereunder, and any custom or practice of the parties
at variance with the terms hereof, shall not constitute a waiver by such party
of its right to exercise any such or other right, power or remedy or to demand
such compliance.
 
     (j) This Agreement is not intended to be for the benefit of, and shall not
be enforceable by, any person or entity who or which is not a party hereto.
 
     (k) This Agreement shall be governed and construed in accordance with the
laws of the State of New York, without giving effect to the principles of
conflicts of law thereof.
 
      (l) The representations and warranties made herein shall survive through
the term of this Agreement.
 
     (m) Each party hereby irrevocably submits to the non-exclusive original
jurisdiction of the Supreme Court in the State of New York or the Federal
District Court for the Southern District of New York in any action, suit or
proceeding arising in connection with this Agreement, and agrees that any such
action, suit or proceeding may be brought in such court (and waives any
objection based on forum non conveniens or any other objection to venue
therein); provided, however, that such consent to jurisdiction is solely for the
purpose referred to in this paragraph (m) and shall not be deemed to be a
general submission to the jurisdiction of said Courts or in the State of New
York other than for such purposes. Each party hereto hereby waives any right to
a trial by jury in connection with any such action, suit or proceeding.

     (n) The descriptive headings used herein are inserted for convenience of
reference only and are not intended to be part of or to affect the meaning or
interpretation of this Agreement.
 
     (o) This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but all of which, taken together, shall constitute one
and the same Agreement.
 
                                      E-8

     IN WITNESS WHEREOF, Parent, Purchaser and Shareholder have caused this
Agreement to be duly executed as of the day and year first above written.
 
                                          UNION PACIFIC CORPORATION
 
                                          By: /s/ DREW LEWIS
                                              -------------------------------
                                              Name: Drew Lewis
                                              Title: Chairman and Chief
                                                       Executive Officer
 
                                          UP ACQUISITION CORPORATION
 
                                          By: /s/ L. WHITE MATTHEWS, III
                                              ------------------------------- 
                                              Name: L. White Matthews, III
                                              Title: Executive Vice
                                                       President-Finance
 
                                          THE MORGAN STANLEY LEVERAGED EQUITY
                                          FUND II, L.P.
 
                                          By: MORGAN STANLEY LEVERAGED EQUITY
                                             FUND II, INC.
 
                                          By: /s/ KENNETH F. CLIFFORD
                                              -------------------------------
                                              Name: Kenneth F. Clifford
                                              Title: Vice President
 
     The undersigned agrees to be bound by and comply with the provisions of
Section 8(b) of this Agreement.
 
                                          SOUTHERN PACIFIC RAIL CORPORATION

                                          By: /s/ CANNON Y. HARVEY
                                              -------------------------------
                                              Name: Cannon Y. Harvey
                                              Title:
 
                                      E-9

                                                                       EXHIBIT A
                                                  TO MSLEF SHAREHOLDER AGREEMENT
 
                               IRREVOCABLE PROXY
 
     The undersigned hereby revokes any previous proxies and appoints Union
Pacific Corporation ('Parent'), Drew Lewis and Richard K. Davidson, and each of
them, with full power of substitution, as attorney and proxy of the undersigned
to attend any and all meetings of shareholders of Southern Pacific Rail
Corporation, a Delaware corporation (the 'Company') (and any adjournments or
postponements thereof), to vote all shares of Common Stock, $.001 par value, of
the Company that the undersigned is then entitled to vote, and to represent and
otherwise to act for the undersigned in the same manner and with the same effect
as if the undersigned were personally present, with respect to all matters
specified in Section 3(a) of the Shareholder Agreement (the 'Shareholder
Agreement'), dated as of August 3, 1995, by and among Parent, UP Acquisition
Corporation, and the undersigned. Capitalized terms used and not defined herein
have the respective meanings ascribed to them in, or as prescribed by, the
Shareholder Agreement.
 
     This proxy shall be deemed to be a proxy coupled with an interest and is
irrevocable during the Voting Period and has been granted pursuant to Section
3(b) of the Shareholder Agreement.
 
     The undersigned authorizes such attorney and proxy to substitute any other
person to act hereunder, to revoke any substitution and to file this proxy and
any substitution or revocation with the Secretary of the Company.
 
                                          THE MORGAN STANLEY LEVERAGED
                                            EQUITY FUND II, L.P.

                                          By: MORGAN STANLEY LEVERAGED
                                              EQUITY FUND II, INC.

                                          By:
                                              --------------------------------
                                              Name:
                                              Title:
 
Dated:             , 1995
 
                                      E-10

                                                                         ANNEX F
 
                         PARENT SHAREHOLDERS AGREEMENT*
 
     AGREEMENT, dated as of August 3, 1995, by and among Union Pacific
Corporation, a Utah corporation ('Parent'), UP Acquisition Corporation, a
Delaware corporation and an indirect wholly owned subsidiary of Parent
('Purchaser' and, together with Parent, the 'Shareholders'), and Southern
Pacific Rail Corporation, a Delaware corporation (the 'Company').
 
                              W I T N E S S E T H:
 
     WHEREAS, simultaneously with the execution of this Agreement, Parent, Union
Pacific Railroad Company, a Utah corporation ('UPRR') and an indirect wholly
owned subsidiary of Parent, Purchaser, a direct wholly owned subsidiary of UPRR,
and the Company have entered into an Agreement and Plan of Merger (as such
Agreement may hereafter be amended from time to time, the 'Merger Agreement'),
pursuant to which, among other things, Purchaser has agreed to commence a tender
offer (the 'Offer') to purchase up to 39,034,471 shares (the 'Shares') of common
stock, $0.001 par value, of the Company (the 'Company Common Stock') and the
Company will be merged with and into UPRR (the 'Merger');
 
     WHEREAS, as an inducement and a condition to its entering into the Merger
Agreement and incurring the obligations set forth therein, the Company has
required that Shareholders agree, and Shareholders have agreed, to enter into
this Agreement;
 
     NOW, THEREFORE, in consideration of the foregoing and the mutual premises,
representations, warranties, covenants and agreements contained herein and in
the Merger Agreement, the parties hereto, intending to be legally bound hereby,
agree as follows:
 
     1.  Certain Definitions.  Capitalized terms used and not defined herein
have the respective meanings ascribed to them in the Merger Agreement. In
addition, for purposes of this Agreement:
 
          (a) 'Affiliate' shall mean, with respect to any specified Person, any
     Person that directly, or indirectly through one or more intermediaries,
     controls, or is controlled by, or is under common control with, the Person
     specified. For purposes of this Agreement, with respect to any Shareholder,
     'Affiliate' shall not include the Company and the Persons that directly, or
     indirectly through one or more intermediaries, are controlled by the
     Company.
 
          (b) 'Beneficially Own' or 'Beneficial Ownership' with respect to any
     securities shall mean having 'beneficial ownership' of such securities (as
     determined pursuant to Rule 13d-3 under the Securities Exchange Act of
     1934, as amended (the 'Exchange Act')), including pursuant to any
     agreement, arrangement or understanding, whether or not in writing. Without
     duplicative counting of the same securities by the same holder, securities
     Beneficially Owned by a Person shall include securities Beneficially Owned
     by all Affiliates of such Person and all other Persons with whom such
     Person would constitute a 'group' within the meaning of Section 13(d) of

     the Exchange Act and the rules promulgated thereunder.
 
          (c) 'Company Voting Securities' shall mean any securities of the
     Company entitled, or which may be entitled, to vote (whether or not
     entitled to vote generally in the election of directors) and any securities
     convertible into or exercisable or exchangeable for such securities
     (whether or not subject to contingencies with respect to any matter or
     proposal submitted for the vote or consent of shareholders of the Company).
     For purposes of determining the percentage of Company Voting Securities
     Beneficially Owned by a Person, securities Beneficially Owned by any such
     Person that are convertible, exercisable or exchangeable for securities
     entitled to vote shall be deemed to be converted, exercised or exchanged
     and shall represent the number of securities of the Company entitled to
     vote into which such convertible, exercisable or exchangeable securities
     (disregarding for such purposes any restrictions on conversion, exercise or
     exchange) are then convertible, exchangeable or exercisable.
 
          (d) 'Current Market Price' shall mean, as applied to any class of
     stock on any date, the average of the daily 'Closing Prices' (as
     hereinafter defined) for the 20 consecutive trading days immediately prior
     to the
 
- ------------------
* Conformed to reflect certain clarifications set forth in a Clarification of
  Parent Shareholders Agreement, dated as of August 3, 1995, by and among Union
  Pacific Corporation, UP Acquisition Corporation and Southern Pacific Rail
  Corporation, which has been filed as an exhibit to the Registration Statement.
 
                                      F-1

     date in question. The term 'Closing Price' on any day shall mean the last
     sales price, regular way, per share of such stock on such day, or if no
     such sale takes place on such day, the average of the closing bid and asked
     prices, regular way, as reported in the principal consolidated transaction
     reporting system with respect to securities listed or admitted to trading
     on the New York Stock Exchange or, if shares of such stock are not listed
     or admitted to trading on the New York Stock Exchange, as reported in the
     principal consolidated transaction reporting system with respect to
     securities listed on the principal national securities exchange on which
     the shares of such stock are listed or admitted to trading, or, if the
     shares of such stock are not listed or admitted to trading on any national
     securities exchange on the NASDAQ National Market System or, if the shares
     of such stock are not quoted on the NASDAQ National Market System, the
     average of the high bid and low asked prices in the over-the-counter market
     as reported by the National Association of Securities Dealers Inc.'s
     Automated Quotation System.
 
          (e) 'including' shall mean including without limitation.
 
          (f) 'Person' shall mean an individual, corporation, partnership, joint
     venture, association, trust, unincorporated organization or other entity.
 
          (g) 'Transfer' shall mean, with respect to a security, the sale,
     transfer, pledge, hypothecation, encumbrance, assignment or disposition of

     such security or the Beneficial Ownership thereof, the offer to make such a
     sale, transfer or other disposition, and each option, agreement,
     arrangement or understanding, whether or not in writing, to effect any of
     the foregoing. As a verb, 'Transfer' shall have a correlative meaning.
 
          (h) 'Trustee' shall mean the trustee of the Voting Trust.
 
          (i) 'Voting Trust' shall mean the Voting Trust into which Shares
     acquired by the Purchaser are to be deposited as described in Section 1.8
     of the Merger Agreement.
 
     2.  Voting of Company Common Stock; Irrevocable Proxy.
 
     (a) Shareholders hereby agree that during the period commencing on the date
hereof and continuing until the earlier of (x) the consummation of the Merger
and (y) the termination of the Merger Agreement in accordance with Article VII
thereof, at any meeting (whether annual or special, and whether or not an
adjourned or postponed meeting) of the Company's shareholders, however called,
or in connection with any written consent of the Company's shareholders, subject
to the absence of a preliminary or permanent injunction or other final order by
any United States federal court or state court barring such action, Shareholders
shall vote (or cause to be voted) the Shares purchased pursuant to the Offer and
all other Company Voting Securities that they Beneficially Own, whether owned on
the date hereof or hereafter acquired, (i) in favor of the Merger, the execution
and delivery by the Company of the Merger Agreement and the approval and
adoption of the Merger Agreement and the terms thereof and each of the other
actions contemplated by the Merger Agreement, this Agreement and the Ancillary
Agreements and any actions required in furtherance thereof and hereof; (ii) with
respect to the election or removal of directors, in the same proportion as all
Company Voting Securities that are not Beneficially Owned by Shareholders that
vote with respect to such matter ('Voted Non-Shareholder Securities') have been
voted with respect to such matter; (iii) with respect to any other proposed
merger, business combination, or similar transaction (including, without
limitation, any consolidation, sale of all or substantially all the assets,
recapitalization, liquidation or winding up or other Specified Company
Transaction) involving the Company (other than the transactions contemplated by
the Merger Agreement), as the Shareholders may determine, in their sole
discretion; and (iv) unless either (A) one of the transactions described in
clause (iii) above has been proposed or (B) the matter being proposed would
impose on Shareholders limitations not imposed on other shareholders of the
Company, on the enjoyment of any of Shareholders and their Affiliates of the
legal rights generally enjoyed by shareholders of the Company, with respect to
all matters submitted to a vote of the Company's stockholders not specified in
(i), (ii) or (iii) above, in the same proportion as all Voted Non-Shareholder
Securities have been voted with respect to such matter. Shareholders shall not
enter into any agreement or understanding with any Person the effect of which
would be inconsistent or violative of the provisions and agreements contained in
this Section 2.
 
     (b) Shareholders (or the Trustee, if the Shares are held in the Voting
Trust), in furtherance of the transactions contemplated hereby and by the Merger
Agreement and the Ancillary Agreements, and in order to secure the performance
by Shareholders of their duties under this Agreement, shall following
consummation of the Offer execute and deliver to the Company an irrevocable

proxy, in the form of Exhibit A hereto. Shareholders
 
                                      F-2

acknowledge and agree that the proxy executed and delivered pursuant to this
Section 2(b) shall be coupled with an interest, shall constitute, among other
things, an inducement for the Company to enter into this Agreement, the Merger
Agreement and the Ancillary Agreements to which it is a party, shall be
irrevocable until the earlier of the Company Special Meeting or the termination
of the Merger Agreement in accordance with its terms and shall not be terminated
by operation of law or upon the occurrence of any event.
 
     3.  Restrictions on Transfer, Proxies; Pledges.  (a) Shareholders shall
not, during the period commencing on the date hereof and continuing until the
first to occur of (x) the consummation of the Merger or (y) the termination of
the Merger Agreement in accordance with Article VII thereof, directly or
indirectly: (i) Transfer (including but not limited to the Transfer by Parent of
any securities of Purchaser or any Affiliate of Parent controlling Purchaser) to
any Person (other than to the Voting Trust) any or all of the Company Voting
Securities (or any interest therein) which it may hereafter acquire in the Offer
or otherwise; (ii) except as provided in Sections 2(b) and 4(b) of this
Agreement and except for the Voting Trust, grant any proxies or powers of
attorney, deposit any Company Voting Securities into a voting trust or enter
into a voting agreement, understanding or arrangement with respect to the
Company Voting Securities; (iii) take any action that would make any
representation or warranty of Shareholders contained herein untrue or incorrect
or would result in a breach by Shareholders of their respective obligations
under this Agreement or would result in a breach by Shareholders of their
respective obligations under the Merger Agreement or any of the Ancillary
Agreements to which it is a party; or (iv) take any action covered by Section
4(a)(ii), (iv), (vi) and (viii) hereof, provided, however, in the event a bona
fide proposal for a Specified Company Transaction is made by any Person (other
than the Shareholders and their Affiliates) only the restrictions set forth in
Section 4(a)(viii) shall be applicable.
 
     (b) Following termination of the Merger Agreement in accordance with its
terms, Shareholders may effect one or more pledges of Company Voting Securities
or grants of security interests therein, to one or more banks or other financial
institutions that are not Affiliates of any Shareholder as security for the
payment of bona fide full recourse indebtedness owed by Parent or UPRR to such
banks or financial institutions. Except as set forth in the proviso below, such
banks and financial institutions shall not incur any obligations under this
Agreement with respect to such Company Voting Securities or shall be restricted
from exercising any right of enforcement or foreclosure with respect to any
related security interest or lien; provided, however, that it shall be a
condition to any such pledge that the pledgee shall agree to be bound by the
provisions of Sections 4(b) and 5 of this Agreement, except that following an
event of default or foreclosure, the pledgee shall be permitted to sell, subject
only to the right of first refusal set forth in Section 5(b) hereof, (x) an
unlimited number of Voting Company Securities to any Person that is not, and
does not control, a Class I Railroad and (y) up to 4% of the then outstanding
shares of Company Voting Securities to a Class I Railroad.
 
     4.  Standstill and Related Provisions.

     (a) Subject to the final paragraph of this Subsection 4(a), in the event
that the Merger Agreement is terminated in accordance with Article VII thereof
other than Section 7.1(c)(i) or 7.1(d)(ii) thereof, but only in such event,
Shareholders agree that for a period commencing on the date of such termination
and continuing until the termination of this Agreement in accordance with the
terms of Section 12 hereof (any such period being hereafter referred to as the
'Standstill Period'), without the prior written consent of the Board of
Directors of the Company (the 'Board') specifically expressed in a resolution
adopted by a majority of the directors of the Company, Shareholders will not,
and Shareholders will cause each of their respective Affiliates not to, directly
or indirectly, alone or in concert with others:
 
          (i) acquire, offer or propose to acquire, or agree to acquire (except,
     in any case, by way of (A) stock dividends or other distributions or rights
     offerings made available to holders of any shares of Company Common Stock
     generally, share-splits, reclassifications, recapitalizations,
     reorganizations and any other similar action taken by Company, and (B) the
     conversion, exercise or exchange of Company Voting Securities in accordance
     with the terms thereof, provided, that any such securities shall be subject
     to the provisions hereof), directly or indirectly, whether by purchase,
     tender or exchange offer, through the acquisition of control of another
     Person, by joining a partnership, limited partnership, syndicate or other
     'group' (within the meaning of Section 13(d)(3) of the Exchange Act) (other
     than groups consisting solely of Shareholders and their Affiliates, all of
     which are or, prior to the formation of such group, become parties to this
     Agreement) or otherwise, any Company Voting Securities; provided, however,
     that if, solely as a result of the issuance by the Company of additional
     Company Voting Securities, Shareholders and their
 
                                      F-3

     Affiliates Beneficially Own less than the amount of shares of Company
     Voting Securities Beneficially Owned immediately following the consummation
     of the Offer (the 'Ownership Limit'), Shareholders may purchase or acquire
     additional Company Voting Securities to bring their Beneficial Ownership up
     to the greater of 5.5% and the percentage of outstanding Company Voting
     Securities Beneficially Owned by the Shareholders immediately prior to such
     issuance by the Company; provided, further, if as a result of Transfers of
     Company Voting Securities, Shareholders Beneficially Own less than 5.5% of
     the then outstanding Company Voting Securities, Shareholders may purchase
     or acquire additional Company Voting Securities to bring their Beneficial
     Ownership up to, but not in excess of, 5.5% of the then outstanding shares
     of Company Voting Securities. In addition, in the event that a Shareholder
     or an Affiliate thereof inadvertently and without knowledge indirectly
     acquires Beneficial Ownership of not more than one-quarter of one percent
     of the Company Voting Securities in excess of the amount permitted to be
     owned by the Shareholders pursuant to this Section 5(a) pursuant to a
     transaction by which a Person (that was not then an Affiliate of a
     Shareholder before the consummation of such transaction) owning Company
     Voting Securities becomes an Affiliate of such Shareholder, then all
     Company Voting Securities so acquired shall thereupon become subject to
     this Agreement and such Shareholder shall be deemed not to have breached
     this Agreement provided that such Shareholder, within 120 days thereafter,

     causes a number of such Company Voting Securities in excess of the amount
     permitted to be so owned (or, at the election of such Shareholder, an equal
     number of the other Company Voting Securities that are Beneficially Owned
     by a Shareholder) to be Transferred, in a transaction subject to Section 5
     hereof, to a transferee that is not a Shareholder, an Affiliate thereof or
     a member of a 'group' in which a Shareholder or an Affiliate is included
     (or, if Parent or its assignee shall exercise any purchase rights under
     Section 5(b) hereof, to the Company or its assignee);
 
          (ii) make, or in any way participate, directly or indirectly, in any
     'solicitation' (as such term is used in the proxy rules of the Securities
     and Exchange Commission as in effect on the date hereof) of proxies or
     consents (whether or not relating to the election or removal of directors),
     seek to advise, encourage or influence any Person with respect to the
     voting of any Company Voting Securities, initiate, propose or otherwise
     'solicit' (as such term is used in the proxy rules of the Securities and
     Exchange Commission as in effect on the date hereof) shareholders of the
     Company for the approval of shareholder proposals, whether made pursuant to
     Rule 14a-8 of the Exchange Act or otherwise, or induce or attempt to induce
     any other Person to initiate any such shareholder proposal or otherwise
     communicate with the Parent's shareholders or others pursuant to Rule
     14a-1(2)(iv) under the Exchange Act or otherwise;
 
          (iii) seek, propose, or make any statement with respect to, any
     merger, consolidation, business combination, tender or exchange offer, sale
     or purchase of assets, sale or purchase of securities, dissolution,
     liquidation, reorganization, restructuring, recapitalization, change in
     capitalization, change in corporate structure or business or similar
     transaction involving the Company or its subsidiaries (any of the foregoing
     being referred to herein as a 'Specified Company Transaction'); provided
     that the foregoing shall not prevent voting in accordance with Section 4(b)
     hereof (but shall prevent any public comment, statement or communication,
     and any action that would otherwise require any public disclosure by
     Shareholders, the Company or any other Person, concerning such voting);
 
          (iv) form, join or in any way participate in a 'group' (within the
     meaning of Section 13(d)(3) of the Exchange Act) with respect to any
     Company Voting Securities, other than groups consisting solely of
     Shareholders and their Affiliates;
 
          (v) except for the Voting Trust, deposit any Company Voting Securities
     in any voting trust or subject any Company Voting Securities to any
     arrangement or agreement with respect to the voting of any Company Voting
     Securities, other than this Agreement;
 
          (vi) call or seek to have called any meeting of the stockholders of
     the Company or execute any written consent with respect to the Company or
     Company Voting Securities;
 
          (vii) otherwise act, alone or in concert with others, to control or
     seek to control or influence or seek to influence the management, Board of
     Directors or policies of the Company;
 
          (viii) seek, alone or in concert with others, representation on the

     Board of Directors of the Company, or seek the removal of any member of
     such Board or a change in the composition or size of such Board;
 
          (ix) make any publicly disclosed proposal, comment, statement or
     communication (including, without limitation, any request to amend, waive
     or terminate any provision of this Agreement other than
 
                                      F-4

     Section 4(a)), or make any proposal, comment, statement or communication
     (including, without limitation, any request to amend, waive or terminate
     any provision of this Agreement other than Section 4(a)) in a manner that
     would require any public disclosure by Shareholders or any other Person, or
     enter into any discussion with any Person (other than directors and
     officers of the Company), regarding any of the foregoing;
 
          (x) make or disclose any request to amend, waive or terminate any
     provision of Section 4(a) of this Agreement; or
 
          (xi) have any discussions or communications, or enter into any
     arrangements, understandings or agreements (whether written or oral) with,
     or advise, finance, assist or encourage, any other Person in connection
     with any of the foregoing, or take any action inconsistent with the
     foregoing, or make any investment in or enter into any arrangement with,
     any other Person that engages, or offers or proposes to engage, in any of
     the foregoing.
 
     The restrictions set forth in this Section 4(a) shall not prevent
Shareholders from (A) performing their obligations and exercising their rights
under this Agreement, including, without limitation, (x) Transferring any
Company Voting Securities in accordance with Sections 3 and 5 hereof or to the
Voting Trust, and (y) voting in accordance with Sections 2(a) and 4(b) hereof
and granting a proxy to the Company in accordance with Section 2(b) hereof; (B)
communicating in a non-public manner with any other Shareholder or their
Affiliates; and (C) complying with the requirements of Sections 13(d) and 16(a)
of the Exchange Act and the rules and regulations thereunder, in each case, as
from time to time in effect, or any successor provisions or rules with respect
thereto, or any other applicable law, rule, regulation, judgment, decree,
ruling, order, award, injunction, or other official action of any agency,
bureau, commission, court, department, official, political subdivision, tribunal
or other instrumentality of any government (whether federal, state, county or
local, domestic or foreign).
 
     (b) Subject to the receipt of proper notice and the absence of a
preliminary or permanent injunction or other final order by any United States
federal court or state court barring such action, Shareholders agree that during
any Standstill Period Shareholders will, and will cause their Affiliates to, (i)
be present, in person or represented by proxy, at all annual and special
meetings of shareholders of the Company so that all Company Common Stock
Beneficially Owned by Shareholders and their Affiliates and then entitled to
vote may be counted for the purposes of determining the presence of a quorum at
such meetings; and (ii) with respect to the election or removal of directors, in
the same proportion as all Voted Non-Shareholder Securities have been voted with
respect to such matter; and (iii) with respect to any proposed merger, business

combination, or similar transaction (including, without limitation, any
consolidation, sale of all or substantially all the assets, recapitalization,
liquidation or winding up or other Specified Company Transaction) involving the
Company, as the Shareholders may determine, in their sole discretion; and (iv)
unless the matter being proposed would impose on Shareholders limitations, not
imposed on other shareholders of the Company, on the enjoyment of any of
Shareholders and their Affiliates of the legal rights generally enjoyed by
shareholders of the Company with respect to all matters submitted to a vote of
the Company's stockholders not specified in (ii) or (iii) above, in the same
proportion as all Voted Non-Shareholder Securities have been voted with respect
to such matter.
 
     5.  Limitations on Disposition.  (a) Shareholders agree that during the
Standstill Period they will not, and will cause their Affiliates not to,
directly or indirectly, without the prior written consent of the Board of
Directors of the Company specifically expressed in a resolution adopted by a
majority of the directors of the Company, Transfer to any Person any Company
Voting Securities (including but not limited to the Transfer of any securities
of an Affiliate which is the record holder or Beneficial Owner of Parent Voting
Securities, if, (as the result of such Transfer, such Person would cease to be
an Affiliate of a Shareholder), if, to the knowledge of the Shareholders or any
of their Affiliates, after due inquiry which is reasonable in the circumstances
(and which shall include, with respect to the Transfer of 1% or more of the
Company Voting Securities then outstanding in one transaction, or a series of
related transactions, specific inquiry with respect to the identity of the
acquiror of such Company Voting Securities and the number of Company Voting
Securities that, immediately following such transaction or transactions, would
be Beneficially Owned by such acquiror, together with its Affiliates and any
members of a 'group' (within the meaning of Section 13(d)(3) of the Exchange
Act) of which such acquiror is a member), immediately following such transaction
the acquiror of such Company Voting Securities, together with its Affiliates and
any members of such a group, would Beneficially Own in the aggregate 6% (or 4%
in the event that the purchaser is or controls a Class I Railroad) or more of
the Company Voting Securities then outstanding;
 
                                      F-5

provided that, without the prior written consent of the Board of Directors of
the Company, (i) Shareholders and their Affiliates may Transfer any number of
Company Voting Securities to any other Shareholder or any Affiliate of a
Shareholder, provided that (A) such transferee, if not then a Shareholder, shall
become a party to this Agreement and agree in writing to perform and comply with
all of the obligations of such transferor Shareholder under this Agreement, and
thereupon such transferee shall be deemed to be a Shareholder party hereto for
all purposes of this Agreement, and (B) if the transferee is not prior thereto a
Shareholder, the transferor shall remain liable for such transferee's
performance of and compliance with the obligations of the transferor under this
Agreement, (ii) Shareholders and their Affiliates may Transfer Company Voting
Securities in a tender offer, merger, or other similar business combination
transaction approved by the Board of Directors of the Company, and (iii)
Shareholders may pledge their Parent Voting Securities as provided in Section
3(b) hereof and the pledgee may Transfer such Company Voting Securities as
contemplated by the proviso in Section 3(b).

     (b) During the Standstill Period, if to the knowledge of the Shareholders
after making due inquiry which is reasonable under the circumstances,
immediately following the Transfer of any Company Voting Securities the acquiror
thereof, together with its Affiliates and any members of a 'group' (within the
meaning of Section 13(d)(3) of the Exchange Act), would Beneficially Own in the
aggregate 2% or more of the outstanding Parent Voting Securities (a '2% Sale'),
Shareholders shall, prior to effecting any such Transfer, offer the Company a
right of first refusal to purchase the shares proposed to be Transferred on the
following terms. Shareholders shall provide the Company with written notice (the
'2% Sale Notice') of any proposed 2% Sale, which 2% Sale Notice shall contain
the identity of the purchaser, the number of shares of Company Voting Securities
proposed to be Transferred to such purchaser, the purchase price for such shares
and the form of consideration payable for such shares. The 2% Sale Notice shall
also contain an irrevocable offer to sell the shares subject to such 2% Sale
Notice to the Company for cash at a price equal to the price contained in such
2% Sale Notice. The Company shall have the right and option, by written notice
delivered to such Shareholder (the 'Purchase Notice') within 15 days of receipt
of the 2% Sale Notice, to accept such offer as to all, but not less than all, of
the Company Voting Securities subject to such 2% Sale Notice. The Company shall
have the right to assign to any Person such right to purchase the Company Voting
Securities subject to the 2% Sale Notice. In the event the Company (or its
assignee) elects to purchase the Company Voting Securities subject to the 2%
Sale Notice, the closing of the purchase of the Company Voting Securities shall
occur at the principal office of the Company (or its assignee) on or before the
30th day following such Shareholder's receipt of the Purchase Notice. In the
event the Company does not elect to purchase the shares subject to the 2% Sale
Notice, such Shareholder shall be free, for a period of 30 days following the
receipt of notice from Parent of its election not to purchase such Company
Voting Securities or, in the absence of any such notice, for a period of 30 days
following the 15th day after receipt by the Company of the 2% Sale Notice, to
sell the Company Voting Securities subject to the 2% Sale Notice in accordance
with the terms of, and to the person identified in, the 2% Sale Notice. If such
sale is not effected within such 30 day period such Company Voting Securities
shall remain subject to the provisions of this Agreement. Notwithstanding the
foregoing, the right of first refusal set forth in this Subsection (b) shall not
apply to the Transfer by Shareholders of Company Voting Securities (i) made in
an underwritten public offering pursuant to an effective registration statement
under the Securities Act, or (ii) made in a transaction permitted pursuant to,
and made in compliance with, clauses (i) or (iii) of the proviso to Section 5(a)
hereof, or (iii) made in a tender offer, merger or other similar business
combination transaction approved by the Board of Directors of the Company. Any
proposed sale by Shareholders of Company Voting Securities shall be subject to
the restrictions on sales to an acquiror which would Beneficially Own 6% (or 4%,
in the event that the purchaser is or controls a Class I Railroad) or more of
the outstanding Company Voting Securities, as set forth in Section 5(a) hereof,
whether or not the Company exercises its right of first refusal and consummates
the purchase of Parent Voting Securities. If the Company (or its assignee)
exercises its right to purchase any Company Voting Securities but fails to
complete the purchase thereof for any reason other than the failure of such
Shareholder to perform its obligations hereunder with respect to such purchase,
then, on the 30th day following such Shareholder's receipt of the Purchase
Notice, such Company Voting Securities shall cease to be subject to Sections
4(b), 5 and 11 hereof for any purpose whatsoever. If the purchase price
described in any 2% Sale Notice is not solely made up of cash or marketable

securities, the 2% Sale Notice shall include a good faith estimate of the cash
equivalent of such other consideration, and the consideration payable by the
Company or its assignee (if the Company elects to purchase (or to have assignee
purchase) the Company Voting Securities described in the 2% Sale Notice) in
place of such other consideration shall be cash equal to the amount of such
estimate; provided, however, that if Parent
 
                                      F-6

in good faith disagrees with such estimate and states a different good faith
estimate in the Purchase Notice, and if the Company and such Shareholder cannot
agree on the cash equivalent of such other (i.e., other than cash or marketable
securities) consideration, such cash equivalent shall be determined by a
reputable investment banking firm without material connections with either
party. Such investment banking firm shall be selected by both parties or, if
they shall be unable to agree, by an arbitrator appointed by the American
Arbitration Association. The fees and expenses of any such investment banking
firm and/or arbitrator shall be shared equally by the Company and such
Shareholder, unless otherwise determined by such firm or arbitrator. In the
event of such differing estimates by the Company and such Shareholder, periods
of time which would otherwise run under this Section 5(b) from the date of such
Shareholder's receipt of the Purchase Notice shall run instead from the date on
which the parties agree on such cash equivalent or, in the absence of such
agreement, the date on which such cash equivalent is determined by such
investment banking firm. If the purchase price described in any 2% Sale Notice
shall include marketable securities, the purchase price payable by the Company
(or its designee) shall include, to the extent marketable securities were
included as a portion of the consideration provided for in the 2% Sale Notice,
an amount in cash determined by reference to the Current Market Price of such
securities on the day the Purchase Notice is received by such Shareholder.
 
     (c) Not later than the tenth day following the end of any calendar month
during the Standstill Period in which one or more dispositions of Company Voting
Securities by Shareholders or any of their Affiliates shall have occurred, the
relevant Shareholder shall give written notice to the Company of all such
dispositions. Such notice shall state the date upon which each such disposition
was effected, the price and other terms of each such disposition, the number and
type of the Company Voting Securities involved in each such disposition, the
means by which each such disposition was effected and, to the extent known, the
identity of the Persons acquiring such Company Voting Securities.
 
     (d) In connection with any proposed privately negotiated sale by any
Shareholders of Company Voting Securities representing in excess of 3.9% of the
then outstanding Company Voting Securities, the Company will cooperate with and
permit the proposed purchaser to conduct a due diligence review that is
reasonable under the circumstances of the Company and its Subsidiaries and their
respective business and operations, including, without limitation, reasonable
access during normal business hours to their executive officers and, if
reasonable under the circumstances, their properties, subject to execution by
such purchaser of a customary confidentiality agreement; provided that the
Company shall not be required to permit more than two such due diligence reviews
in any twelve-month period.
 
     (e) Notwithstanding any provision to the contrary contained in this

Agreement, and without being subject to any of the restrictions set forth in
this Agreement, Shareholders and their Affiliates may (i) transfer or
distribute, by means of dividend, exchange offer or other distribution, any
shares of Company Voting Securities to Parent's shareholders and (ii) transfer
or dispose of the Company Voting Securities in connection with an underwritten
public offering of debt or equity securities of Parent which are convertible or
exchangeable into Company Voting Securities, it being agreed that the Company
shall fully cooperate with Parent in connection with any such disposition,
including by filing any necessary registration statement with the Securities and
Exchange Commission and entering into a customary underwriting agreement, if
necessary.
 
     6.  Limitation on Company Action.  Without the prior written consent of
Shareholders, the Company shall not take or recommend to its shareholders any
action which would impose limitations, not imposed on other shareholders of
Parent, on the enjoyment by any of the Shareholders and their Affiliates of the
legal rights generally enjoyed by shareholders of the Company, other than those
imposed by the terms of this Agreement, the Merger Agreement, and the Ancillary
Agreements; provided, however, that the foregoing shall not prevent the Company
from implementing or adopting a Shareholder Rights Plan or issuing a similar
security which has a 'trigger' threshold of not less than two percentage points
greater than the percentage of outstanding shares of Company Common Stock then
Beneficially Owned by the Shareholders.
 
     7.  Access to Information.  The Company shall (and shall cause each of its
subsidiaries to) afford to the officers, employees, accountants, counsel,
financing sources and other representatives of Shareholders, access, during
normal business hours, during the term of this Agreement, to all of its and its
subsidiaries' properties, books, contracts, commitments and records and, during
such period, the Company shall (and shall cause each of its subsidiaries to)
furnish promptly to Shareholders (a) a copy of each report, schedule,
registration statement and other document filed or received by it during such
period pursuant to the requirements of federal securities
 
                                      F-7

laws and (b) all other information concerning its business, properties and
personnel as Shareholders may reasonably request; provided, however, that access
to certain Company information may require the entry of a protective order by
the ICC, after which date full access will be granted to such information
consistent with this paragraph and subject to the terms of such order. Unless
otherwise required by law, Shareholders will hold any such information which is
nonpublic in confidence in accordance with the provisions of the existing
confidentiality agreement between the Company and Parent, subject to the
requirements of applicable law.
 
     8.  Representations and Warranties of Shareholders.  Shareholders hereby
represent and warrant to the Company as follows:
 
          (a) Purchaser is a corporation duly organized and validly existing
     under the laws of the State of Delaware and is in good standing under the
     laws of the State of Delaware. Parent is a corporation duly organized and
     validly existing under the laws of the State of Utah and is in good
     standing under the laws of the State of Utah. Shareholders have all

     necessary corporate power and authority to execute and deliver this
     Agreement and perform their obligations hereunder. The execution and
     delivery by Parent and Purchaser of this Agreement and the performance by
     Parent and Purchaser of their obligations hereunder have been duly and
     validly authorized by the Board of Directors of Parent and Purchaser, and
     by the sole stockholder of Purchaser, and no other corporate proceedings on
     the part of either Shareholder are necessary to authorize the execution,
     delivery or performance of this Agreement or the consummation of the
     transactions contemplated hereby.
 
          (b) This Agreement has been duly and validly executed and delivered by
     Shareholders and constitutes the valid and binding agreement of
     Shareholders, enforceable against Shareholders in accordance with its terms
     except to the extent (i) such enforcement may be limited by applicable
     bankruptcy, insolvency or similar laws affecting creditors rights and (ii)
     the remedy of specific performance and injunctive and other forms of
     equitable relief may be subject to equitable defenses and to the discretion
     of the court before which any proceeding therefor may be brought.
 
          (c) Except for filings, authorizations, consents and approvals as may
     be required under, and other applicable requirements of, the
     Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the 'HSR Act') with
     respect to the acquisition of Company Voting Securities in the Offer or the
     Merger, if applicable, the Exchange Act and the ICA, (i) no filing with,
     and no permit, authorization, consent or approval of, any state or federal
     governmental body or authority is necessary for the execution of this
     Agreement by Shareholders and the consummation by Shareholders of the
     transactions contemplated hereby and (ii) none of the execution and
     delivery of this Agreement by Shareholders, the consummation by
     Shareholders of the transactions contemplated hereby or compliance by
     Shareholders with any of the provisions hereof shall (A) conflict with or
     result in any breach of the certificate or incorporation or by-laws of
     Parent or Purchaser, (B) result in a violation or breach of, or constitute
     (with or without notice or lapse of time or both) a default (or give rise
     to any third party right of termination, cancellation, material
     modification or acceleration) under any of the terms, conditions or
     provisions of any note, loan agreement, bond, mortgage, indenture, license,
     contract, commitment, arrangement, understanding, agreement or other
     instrument or obligation of any kind to which any Shareholder is a party or
     by which any Shareholder or any of its properties or assets may be bound,
     or (C) violate any order, writ, injunction, decree, judgment, statute, rule
     or regulation applicable to any Shareholder or any of their respective
     properties or assets. To the best knowledge of Shareholders, no litigation
     is pending or threatened involving Shareholders or the Company relating in
     any way to this Agreement, the Merger Agreement, the Ancillary Agreements,
     or any transactions contemplated hereby or thereby.
 
          (d) Shareholders understand and acknowledge that the Company is
     entering into the Merger Agreement and is incurring the obligations set
     forth therein, in reliance upon Shareholders' execution and delivery of
     this Agreement.
 
          (e) Except for CS First Boston Corporation, no broker, investment
     banker, financial adviser or other person is entitled to any broker's,

     finder's, financial adviser's or other similar fee or commission in
     connection with the transactions contemplated hereby based upon
     arrangements made by or on behalf of Shareholders.
 
     9.  Representations and Warranties of the Company.  The Company hereby
represents and warrants to Shareholders as follows:
 
                                      F-8

          (a) The Company is a corporation duly organized and validly existing
     under the laws of the State of Delaware, and is in good standing under the
     laws of the state of its incorporation. The Company has all necessary
     corporate power and authority to execute and deliver this Agreement and
     perform its obligations hereunder. The execution and delivery by the
     Company of this Agreement and the performance by the Company of its
     obligations hereunder have been duly and validly authorized by the Board of
     Directors of the Company and no other corporate proceedings on the part of
     the Company are necessary to authorize the execution, delivery or
     performance of this Agreement or the consummation of the transactions
     contemplated hereby.
 
          (b) This Agreement has been duly and validly executed and delivered by
     the Company and constitutes a valid and binding agreement of the Company,
     enforceable against it in accordance with its terms except to the extent
     (i) such enforcement may be limited by applicable bankruptcy, insolvency or
     similar laws affecting creditors rights and (ii) the remedy of specific
     performance and injunctive and other forms of equitable relief may be
     subject to equitable defenses and to the discretion of the court before
     which any proceeding therefor may be brought.
 
          (c) Except for filings, authorizations, consents and approvals as may
     be required under, and other applicable requirements of, the ICA, (i) no
     filing with, and no permit, authorization, consent or approval of, any
     state or federal public body or authority is necessary for the execution of
     this Agreement by the Company and the consummation by the Company of the
     transactions contemplated hereby and (ii) none of the execution and
     delivery of this Agreement by the Company, the consummation by the Company
     contemplated hereby or compliance by the Company with any of the provisions
     hereof shall (A) conflict with or result in any breach of the certificate
     of incorporation or by-laws of the Company, (B) result in a violation or
     breach of, or constitute (with or without notice or lapse of time or both)
     a default (or give rise to any third party right of termination,
     cancellation, material modification or acceleration) under any of the
     terms, conditions or provisions of any note, loan agreement, bond,
     mortgage, indenture, license, contract, commitment, arrangement,
     understanding, agreement or other instrument or obligation of any kind to
     which the Company is a party or by which the Company or any of its
     properties or assets may be bound, or (C) violate any order, writ,
     injunction, decree, judgment, statute, rule or regulation applicable to the
     Company or any of its properties or assets. To the best knowledge of the
     Company, no litigation is pending or threatened involving the Company or
     Shareholders relating in any way to this Agreement, the Merger Agreement,
     the Ancillary Agreements, or any transactions contemplated hereby or
     thereby.

          (d) Except for Morgan Stanley & Co. Incorporated, no broker,
     investment banker, financial adviser or other person is entitled to any
     broker's, finder's, financial adviser's or other similar fee or commission
     in connection with the transactions contemplated hereby based upon
     arrangements made by or on behalf of the Company.
 
     10.  Further Assurances.  From time to time, at the other party's request
and without further consideration, each party hereto shall execute and deliver
such additional documents and take all such further lawful action as may be
necessary or desirable to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Agreement.
 
     11.  Stop Transfer; Legend.
 
     (a) Shareholders agree with and covenant to the Company that Shareholders
shall not request that the Company register the transfer (book-entry or
otherwise) of any certificated or uncertificated interest representing any of
the securities of the Company as the case may be, unless such transfer is made
in compliance with this Agreement.
 
     (b) Shareholders shall promptly surrender to the Company all certificates
representing Company Voting Securities hereafter acquired by Shareholders or
their Affiliates after the date hereof pursuant to the Offer or otherwise, and
instruct the Company to place the following legend on such certificates:
 
             'THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
        SHAREHOLDERS AGREEMENT, DATED AS OF AUGUST 3, 1995 BY AND AMONG SOUTHERN
        PACIFIC RAIL CORPORATION, UNION PACIFIC CORPORATION AND UP ACQUISITION
        CORPORATION WHICH, AMONG OTHER THINGS, RESTRICTS THE TRANSFER AND VOTING
        THEREOF.'
 
                                      F-9

     (c) Each certificate representing Company Voting Securities the Beneficial
Ownership of which is acquired by Shareholders during the term of this Agreement
shall bear the following legend:
 
             'THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
        CERTAIN AGREEMENTS BETWEEN UNION PACIFIC CORPORATION, UP ACQUISITION
        CORPORATION AND SOUTHERN PACIFIC RAIL CORPORATION, COPIES OF WHICH MAY
        BE OBTAINED FROM SOUTHERN PACIFIC RAIL CORPORATION WHICH, AMONG OTHER
        THINGS, RESTRICT THE TRANSFER AND VOTING THEREOF.'
 
          (d) In connection with any Transfer of Company Voting Securities to
     any Person, other than a Shareholder or an Affiliate of a Shareholder,
     pursuant to, and made in compliance with, Section 5 hereof, and from and
     after the termination of the Standstill Period, the Company shall, upon
     surrender thereto of any certificates representing Company Voting
     Securities, as the case may be, that bear a legend required by this Section
     11, issue and deliver to the record owner of the securities represented
     thereby, or to its registered transferee, certificates representing such
     securities without such legend.

     12.  Termination.  Except as otherwise provided in this Agreement, this
Agreement shall terminate (i) if the Offer is not consummated, upon the
termination of the Merger Agreement in accordance with its terms, (ii) if the
Effective Time does occur, on the Effective Time or (iii) if the Offer is
consummated but the Effective Time does not occur, at such time that
Shareholders Beneficially Own, and continues to Beneficially Own, in the
aggregate less than 4% of the Company Voting Securities then outstanding, it
being understood that if, under the circumstances of this clause (iii), the
Shareholders Beneficially Own less than 4% of the Company Voting Securities then
outstanding but prior to the seventh anniversary of the Effective Time,
subsequently become Beneficial Owners of more than 4% of the Company Voting
Securities then outstanding, the provisions of Sections 4, 5, 6, 7, 10, 11, 12,
13 and 14 of this Agreement shall become effective and in full force again as if
no such termination had occurred.
 
     13.  Voting Trust.  The parties hereto acknowledge and agree that the
Trustee shall be entitled to exercise any and all rights, and shall be subject
to any and all obligations, of Shareholders under this Agreement (as if a
Shareholder party hereto) it being understood that Section 4(a) shall not be
applicable to the Trustee or the Voting Trust (other than the provisions
incorporated by reference into Section 3(a)).
 
     14.  Miscellaneous.
 
     (a) This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all other prior
agreements and understandings, both written and oral, between the parties with
respect to the subject matter hereof.
 
     (b) Shareholders agree that this Agreement and the obligations hereunder
shall attach to any Company Voting Securities that may become Beneficially Owned
by Shareholders. The obligations of Shareholders under Sections 4(b), 5 and 11
hereof shall terminate with respect to Company Voting Securities that shall
cease to be Beneficially Owned by a Shareholder, an Affiliate thereof or any
heir, distributee, guardian, administrator, executor, legal representative or
similar successor in interest, pursuant to a Transfer thereof to any Person
other than a Shareholder, an Affiliate of a Shareholder, such other Person or a
member of a 'group' (within the meaning of Section 13(d)(3) of the Exchange Act)
in which a Shareholder, an Affiliate thereof or such other person is included;
provided that such Transfer shall be permitted by, and made in accordance with
Section 3(b) hereof, or Section 5 hereof, as the case may be, and such
termination shall be effective upon the Transfer of such securities; such
transferees of such securities shall have no obligations or rights under or with
respect to this Agreement and, except as otherwise provided herein, shall not be
deemed to be Shareholders for any purposes of this Agreement; and thereafter
such securities shall not be subject to Sections 4(b), 5 and 11 hereof for any
purpose whatsoever.
 
     (c) Except as otherwise provided in this Agreement, all costs and expenses
incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such expenses, and each of
Shareholders, on the one hand, and the Company, on the other hand, shall
indemnify and hold the other harmless from and against any and all claims,
liabilities or obligations with respect to any brokerage fees, commissions or

finders' fees asserted by any person on the basis of any act or statement
alleged to have been made by such party or its Affiliates.
 
     (d) Except as provided in the Agreement, this Agreement shall not be
assigned by operation of law or otherwise without the prior written consent of
the other party, provided that the Company may assign, in its sole discretion,
its
 
                                      F-10

rights and obligations hereunder to any direct or indirect wholly owned
subsidiary of the Company, but no such assignment shall relieve the Company of
its obligations hereunder if such assignee does not perform such obligations.
 
     (e) This Agreement may not be amended, changed, supplemented, or otherwise
modified or terminated, except upon the execution and delivery of a written
agreement executed by each of the parties hereto. The parties may waive
compliance by the other parties hereto with any representation, agreement or
condition otherwise required to be complied with by such other party hereunder,
but any such waiver shall be effective only if in writing executed by the
waiving party.
 
     (f) All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given (and shall be deemed to have
been duly received if given) by hand delivery or telecopy (with a confirmation
copy sent for next day delivery via courier service, such as Federal Express),
or by any courier service, such as Federal Express, providing proof of delivery.
All communications hereunder shall be delivered to the respective parties at the
following addresses:
 
     If to the Company:
 
        Southern Pacific Rail Corporation
        Southern Pacific Building
        One Market Plaza
        San Francisco, California
        Attention: Cannon Y. Harvey, Esq.
        Telephone No.: (415) 541-1200
        Telecopy No.: (415) 541-1881
 
     copy to:
 
        Joseph W. Morrisey, Jr., Esq.
        Holme Roberts & Owen LLC
        1700 Lincoln
        Suite 4100 Denver, Colorado 80203
        Telephone No.: (303) 861-7000
        Telecopy No.: (303) 866-0200
 
       and
 
        Peter D. Lyons, Esq.
        Shearman & Sterling
        599 Lexington Avenue

        New York, New York 10022
        Telephone No.: (212) 848-4000
        Telecopy No.: (212) 848-7179
 
     If to Shareholders:
 
        Union Pacific Corporation
        Martin Tower
        Eighth & Eaton Avenues
        Bethlehem, Pennsylvania 18018
        Attention: Carl W. von Bernuth, Esq.
        Telephone No.: (610) 861-3200
        Telecopy No.: (610) 861-3111
 
     copy to:
 
        Skadden, Arps, Slate, Meagher & Flom
        919 Third Avenue
        New York, New York 10022
        Telephone No.: (212) 735-3000
        Telecopy No.: (212) 735-2001
        Attention: Paul T. Schnell, Esq.
 
                                      F-11

or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
 
     (g) Whenever possible, each provision or portion of any provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law but if any provision or portion of any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or portion of any provision
in such jurisdiction, and this Agreement will be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision or portion of any provision had never been contained herein.
 
     (h) Each of the parties hereto recognizes and acknowledges that a breach by
it of any covenants or agreements contained in this Agreement will cause the
other party to sustain damages for which it would not have an adequate remedy at
law for money damages, and therefore each of the parties hereto agrees that in
the event of any such breach the aggrieved party shall be entitled to the remedy
of specific performance of such covenants and agreements and injunctive and
other equitable relief in addition to any other remedy to which it may be
entitled, at law or in equity.
 
     (i) All rights, powers and remedies provided under this Agreement or
otherwise available in respect hereof at law or in equity shall be cumulative
and not alternative, and the exercise of any thereof by any party shall not
preclude the simultaneous or later exercise of any other such right, power or
remedy by such party. The failure of any party hereto to exercise any right,
power or remedy provided under this Agreement or otherwise available in respect
hereof at law or in equity, or to insist upon compliance by any other party

hereto with its obligations hereunder, and any custom or practice of the parties
at variance with the terms hereof, shall not constitute a waiver by such party
of its right to exercise any such or other right, power or remedy or to demand
such compliance.
 
     (j) This Agreement is not intended to be for the benefit of, and shall not
be enforceable by, any person or entity who or which is not a party hereto.
 
     (k) This Agreement shall be governed and construed in accordance with the
laws of the State of New York, without giving effect to the principles of
conflicts of law thereof.
 
     (l) The representations and warranties made herein shall survive through
the term of this Agreement.
 
     (m) Each party hereby irrevocably submits to the nonexclusive jurisdiction
of the Supreme Court in the State of New York in any action, suit or proceeding
arising in connection with this Agreement, and agrees that any such action, suit
or proceeding shall be brought only in such court (and waives any objection
based on forum non conveniens or any other objection to venue therein);
provided, however, that such consent to jurisdiction is solely for the purpose
referred to in this paragraph (m) and shall not be deemed to be a general
submission to the jurisdiction of said Court or in the State of New York other
than for such purposes. Each party hereto hereby waives any right to a trial by
jury in connection with any such action, suit or proceeding.
 
     (n) The descriptive headings used herein are inserted for convenience of
reference only and are not intended to be part of or to affect the meaning or
interpretation of this Agreement.
 
     (o) This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but all of which, taken together, shall constitute one
and the same Agreement.
 
                                      F-12

     IN WITNESS WHEREOF, Shareholders and the Company have caused this Agreement
to be duly executed as of the day and year first above written.
 
                                          UNION PACIFIC CORPORATION
 
                                          By: /s/ DREW LEWIS
                                              --------------------------------
                                              Name: Drew Lewis
                                              Title: Chairman and Chief
                                                       Executive Officer
 
                                          UP ACQUISITION CORPORATION
 
                                          By: /s/ L. WHITE MATTHEWS, III
                                              --------------------------------
                                              Name: L. White Matthews, III
                                              Title: Executive Vice
                                                       President-Finance
 
                                          SOUTHERN PACIFIC RAIL CORPORATION
 
                                          By: /s/ CANNON Y. HARVEY
                                              --------------------------------
                                              Name: Cannon Y. Harvey
                                              Title: Executive Vice President
 
                                      F-13

                                                                       EXHIBIT A
                                                TO PARENT SHAREHOLDERS AGREEMENT
 
                               IRREVOCABLE PROXY
 
     The undersigned hereby revokes any previous proxies and appoints Southern
Pacific Rail Corporation, a Delaware corporation (the 'Company'), _____________
and _____________, and each of them, with full power of substitution, as
attorney and proxy of the undersigned to attend any and all meetings of
shareholders of the Company (and any adjournments or postponements thereof), to
vote all shares of Common Stock, $.001 par value, of the Company that the
undersigned is entitled to vote, and to represent and otherwise to act for the
undersigned in the same manner and with the same effect as if the undersigned
were personally present, with respect to all matters specified in Section 2(a)
of the Shareholders Agreement (the 'Shareholders Agreement') dated as of August
3, 1995, by and among Union Pacific Corporation, UP Acquisition Corporation and
Southern Pacific Rail Corporation. Capitalized terms used and not defined herein
have the respective meanings ascribed to them in, or as prescribed by, the
Shareholders Agreement.
 
     This proxy shall be deemed to be a proxy coupled with an interest and is
irrevocable until the earlier to occur of the special meeting of the Company's
shareholders to consider and vote upon the Merger and the termination of the
Merger Agreement in accordance with its terms, and has been granted pursuant to
Section 2(b) of the Shareholders Agreement.
 
     The undersigned authorizes such attorney and proxy to substitute any other
person to act hereunder, to revoke any substitution and to file this proxy and
any substitution or revocation with the Secretary of the Company.
 
                                          UP ACQUISITION CORPORATION
 
                                          By: __________________________________
 
Dated:             , 1995
 
                                      F-14

                                                                         ANNEX G
 
                    ANSCHUTZ/SPINCO SHAREHOLDERS AGREEMENT*
 
     AGREEMENT, dated as of August 3, 1995, by and among Union Pacific Resources
Group Inc., a corporation ('Spinco') and an indirect wholly owned subsidiary of
Union Pacific Corporation, a Utah corporation ('Parent'), The Anschutz
Corporation, a Kansas corporation ('TAC'), Anschutz Foundation, a Colorado
not-for-profit corporation (the 'Foundation'), and Mr. Philip F. Anschutz ('Mr.
Anschutz' and, collectively with TAC and the Foundation, the 'Shareholders').
 
                              W I T N E S S E T H:
 
     WHEREAS, simultaneously with the execution of this Agreement, Parent, Union
Pacific Railroad Company, a Utah corporation and an indirect wholly owned
subsidiary of Parent ('UPRR'), UP Acquisition Corporation, a Delaware
corporation and a direct wholly owned subsidiary of UPRR (the 'Purchaser'), and
Southern Pacific Rail Corporation, a Delaware corporation (the 'Company'), have
entered into an Agreement and Plan of Merger (as such Agreement may hereafter be
amended from time to time, the 'Merger Agreement'), pursuant to which Purchaser
has agreed, among other things, to commence a cash tender offer (the 'Offer') to
purchase up to 39,034,471 shares of common stock, $.001 par value, of the
Company (the 'Company Common Stock') and the Company will be merged with and
into UPRR (the 'Merger');
 
     WHEREAS, pursuant to the Merger, the Shareholders will receive shares of
Common Stock, par value $2.50 per share, of Parent;
 
     WHEREAS, Parent intends to effect an initial public offering of no more
than 17.25% (not including employee shares or employee options) of, and to
distribute to its shareholders as a pro rata dividend (the 'Spin-off') the
remainder of, the shares of capital stock of Spinco;
 
     WHEREAS, the Shareholders, as a result of the Merger and the Spin-off, may
beneficially own certain shares of capital stock of Spinco (the 'Spinco
Shares'); and
 
     WHEREAS, as an inducement and a condition to Parent, UPRR and the Purchaser
entering into the Merger Agreement and incurring the obligations set forth
therein, Parent has required that the Shareholders agree, and the Shareholders
have agreed, to enter into this Shareholders' Agreement, pursuant to which,
among other things, the Shareholders have agreed to abide by certain agreements
relating to the Spinco Shares.
 
     NOW, THEREFORE, in consideration of the foregoing and the mutual premises,
representations, warranties, covenants and agreements contained herein and in
the Merger Agreement and the Ancillary Agreements, the parties hereto, intending
to be legally bound hereby, agree as follows:
 
     1.  Certain Definitions.  Capitalized terms used and not defined herein
have the respective meanings ascribed to them in the Merger Agreement. In
addition, for purposes of this Agreement:

          (a) 'Affiliate' shall mean, with respect to any specified Person, any
     Person that directly, or indirectly through one or more intermediaries,
     controls, or is controlled by, or is under common control with, the Person
     specified. For purposes of this Agreement, with respect to any Shareholder,
     'Affiliate' shall not include Spinco and the Persons that directly, or
     indirectly through one or more intermediaries, are controlled by Spinco.
 
          (b) 'Beneficially Own' or 'Beneficial Ownership' with respect to any
     securities shall mean having 'beneficial ownership' of such securities (as
     determined pursuant to Rule 13d-3 under the Securities
 
- ------------------
* Conformed to reflect certain clarifications set forth in a Clarification of
  Anschutz Shareholders Agreement and Anschutz/Spinco Shareholders Agreement,
  dated as of August 3, 1995, by and among Union Pacific Corporation, UP
  Acquisition Corporation, Union Pacific Resources Group Inc., The Anschutz
  Corporation, Anschutz Foundation and Mr. Philip F. Anschutz, which has been
  filed as an exhibit to the Registration Statement.
 
                                      G-1

     Exchange Act of 1934, as amended (the 'Exchange Act')), including pursuant
     to any agreement, arrangement or understanding, whether or not in writing.
     Without duplicative counting of the same securities by the same holder,
     securities Beneficially Owned by a Person shall include securities
     Beneficially Owned by all Affiliates of such Person and all other Persons
     with whom such Person would constitute a 'group' within the meaning of
     Section 13(d) of the Exchange Act and the rules promulgated thereunder.
 
          (c) 'Company Voting Securities' shall mean any securities of the
     Company entitled, or which may be entitled, to vote generally in the
     election of directors and any securities convertible into or exercisable or
     exchangeable for such securities (whether or not subject to contingencies
     with respect to any matter or proposal submitted for the vote or consent of
     shareholders of the Company). For purposes of determining the percentage of
     Company Voting Securities Beneficially Owned by a Person, securities
     Beneficially Owned by any such Person that are convertible, exercisable or
     exchangeable for securities entitled to vote shall be deemed to be
     converted, exercised or exchanged and shall represent the number of
     securities of the Company entitled to vote into which such convertible,
     exercisable or exchangeable securities (disregarding for such purposes any
     restrictions on conversion, exercise or exchange) are then convertible,
     exchangeable or exercisable.
 
          (d) 'Spinco Voting Securities' shall mean any securities of Spinco
     entitled, or which may be entitled, to vote generally in the election of
     directors and any securities convertible into or exercisable or
     exchangeable for such securities (whether or not subject to contingencies
     with respect to any matter or proposal submitted for the vote or consent of
     shareholders of Spinco). For purposes of this Agreement, Spinco Voting
     Securities shall not include Parent Voting Securities or Company Voting
     Securities. For purposes of determining the percentage of Spinco Voting
     Securities Beneficially Owned by a Person, securities Beneficially Owned by
     any such Person that are convertible, exercisable or exchangeable for

     securities entitled to vote shall be deemed to be converted, exercised or
     exchanged and shall represent the number of securities of Spinco entitled
     to vote into which such convertible, exercisable or exchangeable securities
     (disregarding for such purposes any restrictions on conversion, exercise or
     exchange) are then convertible, exchangeable or exercisable.
 
          (e) 'Current Market Price' shall mean, as applied to any class of
     stock on any date, the average of the daily 'Closing Prices' (as
     hereinafter defined) for the 20 consecutive trading days immediately prior
     to the date in question. The term 'Closing Price' on any day shall mean the
     last sales price, regular way, per share of such stock on such day, or if
     no such sale takes place on such day, the average of the closing bid and
     asked prices, regular way, as reported in the principal consolidated
     transaction reporting system with respect to securities listed or admitted
     to trading on the New York Stock Exchange or, if shares of such stock are
     not listed or admitted to trading on the New York Stock Exchange, as
     reported in the principal consolidated transaction reporting system with
     respect to securities listed on the principal national securities exchange
     on which the shares of such stock are listed or admitted to trading, or, if
     the shares of such stock are not listed or admitted to trading on any
     national securities exchange on the NASDAQ National Market System or, if
     the shares of such stock are not quoted on the NASDAQ National Market
     System, the average of the high bid and low asked prices in the
     over-the-counter market as reported by the National Association of
     Securities Dealers Inc.'s Automated Quotation System.
 
          (f) 'including' shall mean including without limitation.
 
          (g) 'Parent Voting Securities' shall mean any securities of Parent
     entitled, or which may be entitled, to vote generally in the election of
     directors and any securities convertible into or exercisable or
     exchangeable for such securities (whether or not subject to contingencies
     with respect to any matter or proposal submitted for the vote or consent of
     shareholders of Parent). For purposes of this Agreement, Parent Voting
     Securities shall not include Company Voting Securities. For purposes of
     determining the percentage of Parent Voting Securities Beneficially Owned
     by a Person, securities Beneficially Owned by any such Person that are
     convertible, exercisable or exchangeable for securities entitled to vote
     shall be deemed to be converted, exercised or exchanged and shall represent
     the number of securities of Parent entitled to vote into which such
     convertible, exercisable or exchangeable securities (disregarding for such
 
                                      G-2

     purposes any restrictions on conversion, exercise or exchange) are then
     convertible, exchangeable or exercisable.
 
          (h) 'Person' shall mean an individual, corporation, partnership, joint
     venture, association, trust, unincorporated organization or other entity.
 
          (i) 'Transfer' shall mean, with respect to a security, the sale,
     transfer, pledge, hypothecation, encumbrance, assignment or disposition of
     such security or the Beneficial Ownership thereof, the offer to make such a
     sale, transfer or other disposition, and each agreement, arrangement or

     understanding, whether or not in writing, to effect any of the foregoing.
     As a verb, 'Transfer' shall have a correlative meaning.
 
     2.  Effectiveness.  This Agreement (other than Sections 3, 4, 5, 9, 10, 11
and 14) shall become effective only upon consummation of the Spin-off and this
Agreement shall terminate and be void and of no further force or effect if the
Merger Agreement is terminated in accordance with Article VII thereof.
 
     3.  Pledge.  TAC has advised Parent that shares of Company Common Stock
Beneficially Owned by TAC are or may be pledged to Bank of America National
Trust and Savings Association or Citibank, N.A., respectively (collectively, the
'Banks') pursuant to pledge agreements (substantially in the forms reviewed by
Parent, collectively, the 'Existing Pledge Agreements') to secure indebtedness
borrowed from the Banks. TAC represents and warrants that the Existing Pledge
Agreements do not or, before indebtedness borrowed therefrom is secured by any
such shares, will not prevent, limit or interfere with TAC's compliance with, or
performance of its obligations under, this Agreement, absent a default under the
applicable Existing Pledge Agreements. TAC represents and warrants that it is
not in default under the Existing Pledge Agreements. Before Spinco Voting
Securities shall be pledged to secure indebtedness owed under an Existing Pledge
Agreement, TAC shall deliver to Parent a letter from Bank of America National
Trust and Savings Association or Citibank, N.A., as the case may be,
acknowledging this Agreement and agreeing that, notwithstanding any default
under the Existing Pledge Agreement, TAC shall have the right to exercise all
voting rights with respect to the Company Common Stock or Spinco Voting
Securities pledged thereunder. Shareholders may hereafter effect one or more
pledges of Company Voting Securities or Spinco Voting Securities, or grants of
security interests therein, to one or more financial institutions (other than
the Banks) that are not Affiliates of any Shareholder (collectively, 'Other
Financial Institutions') as security for the payment of bona fide indebtedness
owed by one or more of the Shareholders or their Affiliates to such financial
institutions. Except as set forth in the proviso below, neither the Bank nor any
financial institution which hereafter becomes a pledgee of Company Voting
Securities or Spinco Voting Securities shall incur any obligations under this
Agreement with respect to such Company Voting Securities or Spinco Voting
Securities or shall be restricted from exercising any right of enforcement or
foreclosure with respect to any related security interest or lien; provided,
however, that it shall be a condition to any such pledge to any Other Financial
Institution that the pledgee shall agree that TAC shall have the right to
exercise all voting rights with respect to the Company Voting Securities or
Spinco Voting Securities pledged thereunder and no such pledge shall prevent,
limit or interfere with Shareholders' compliance with, or performance of their
obligations under, this Agreement, absent a default under such pledge agreement.
 
     4.  Public Comments; Fiduciary Duties.
 
     (a) During the Standstill Period (as defined below), Shareholders will not,
and will cause their Affiliates not to, directly or indirectly, make any public
comment, statement or communication, or take any action that would otherwise
require any public disclosure by Shareholders, Parent, Spinco or any other
Person, concerning the Merger, the Offer, the Spin-off (as described in Section
5.4 of the Merger Agreement) and the other transactions contemplated by the
Merger Agreement, this Agreement and the Ancillary Agreements, except for any
disclosure (i) concerning the status of Shareholders as parties to such

agreements the terms thereof, and their beneficial ownership of Shares required
pursuant to Section 13d of the Exchange Act or (ii) required in the Schedule
14D-9 or the Proxy Statement/Prospectus.
 
     (b) It is hereby acknowledged that any Person who is a director or officer
of the Company may exercise his fiduciary duties in his capacity as a director
or officer with respect to the Company, as opposed to taking action with respect
to the direct or indirect ownership of any Shares, and no such exercise of
fiduciary duties shall be deemed to be a breach of, or a violation of the
restrictions set forth in, this Agreement and none of the
 
                                      G-3

Shareholders shall have any liability hereunder for any such exercise of
fiduciary duties by such Person in his capacity as a director and officer of the
Company. Nothing in this Section 4(b) shall relieve or affect any of the
Company's or its Affiliates' obligations under the Merger Agreement.
 
     5.  Standstill and Related Provisions.
 
     (a) Subject to the paragraph at the end of this Subsection 5(a),
Shareholders agree that for a period commencing on the date hereof and
terminating on the seventh anniversary of the Effective Time or, if earlier, the
termination of this Agreement in accordance with the terms of Section 13 hereof
(the 'Standstill Period'), without the prior written consent of the Board of
Directors of Spinco (the 'Board') specifically expressed in a resolution adopted
by a majority of the directors of Spinco, Shareholders will not, and
Shareholders will cause each of their respective Affiliates not to, directly or
indirectly, alone or in concert with others:
 
          (i) acquire, offer or propose to acquire, or agree to acquire (except,
     in any case, by way of (A) following consummation of the Spin-off, stock
     dividends or other distributions or rights offerings made available to
     holders of any shares of common stock of Spinco ('Spinco Common Stock')
     generally, share-splits, reclassifications, recapitalizations,
     reorganizations and any other similar action taken by Spinco, (B) following
     consummation of the Spin-off, the conversion, exercise or exchange of
     Spinco Voting Securities in accordance with the terms thereof, (C) the
     issuance and delivery of Spinco Voting Securities pursuant to the Spin-off
     and (D) following consummation of the Merger, the acquisition of not more
     than such number of Spinco Common Stock as may be received as a dividend on
     not more than 131,723 shares of Parent Common Stock received by Learjet
     Inc. in the Merger, and subject to the Airplane Purchase Agreement dated as
     of May 5, 1994 between TAC and Learjet Inc. (as amended from time to time,
     the 'Airplane Purchase Agreement'), provided, that any such securities
     shall be subject to the provisions hereof), directly or indirectly, whether
     by purchase, tender or exchange offer, through the acquisition of control
     of another Person, by joining a partnership, limited partnership, syndicate
     or other 'group' (within the meaning of Section 13(d)(3) of the Exchange
     Act) (other than groups consisting solely of Shareholders and their
     Affiliates, all of which are or, prior to the formation of such group,
     become, parties to this Agreement) or otherwise, any Spinco Voting
     Securities; provided, however, that if Spinco shall issue additional Spinco
     Voting Securities following consummation of the Spin-off, Shareholders and

     their Affiliates may purchase or acquire additional Spinco Voting
     Securities to bring their Beneficial Ownership up to the greater of 5.5%
     and the percentage of outstanding Spinco Voting Securities Beneficially
     Owned by the Shareholders immediately prior to such issuance by Spinco;
     provided, further, without limiting the immediately preceding proviso, if
     as a result of Transfers of Spinco Voting Securities, Shareholders
     Beneficially Own less than 5.5% of the then outstanding shares of Spinco
     Voting Securities, Shareholders may purchase or acquire additional Spinco
     Voting Securities to bring their Beneficial Ownership up to, but not in
     excess of, 5.5% of the then outstanding shares of Spinco Voting Securities.
     In addition, in the event that a Shareholder or an Affiliate thereof
     inadvertently and without knowledge (an 'Inadvertent Acquisition')
     indirectly acquires Beneficial Ownership of not more than one-quarter of
     one percent of the Spinco Voting Securities in excess of the amount
     permitted to be owned by the Shareholders pursuant to this Section 5(a)
     pursuant to a transaction by which a Person (that was not then an Affiliate
     of a Shareholder before the consummation of such transaction) owning Spinco
     Voting Securities becomes an Affiliate of such Shareholder, then all Spinco
     Voting Securities so acquired shall thereupon become subject to this
     Agreement and such Shareholder shall be deemed not to have breached this
     Agreement provided that such Shareholder, within 120 days thereafter,
     causes a number of such Spinco Voting Securities in excess of the amount
     permitted to be so owned (or, at the election of such Shareholder, an equal
     number of the other Spinco Voting Securities that are Beneficially Owned by
     a Shareholder) to be Transferred, in a transaction subject to Section 6
     hereof, to a transferee that is not a Shareholder, an Affiliate thereof or
     a member of a 'group' in which a Shareholder or an Affiliate is included
     (or, if Spinco or its assignee shall exercise any purchase rights under
     Section 6(b) hereof, to Spinco or its assignee);
 
          (ii) make, or in any way participate, directly or indirectly, in any
     'solicitation' (as such term is used in the proxy rules of the Securities
     and Exchange Commission as in effect on the date hereof) of proxies or
     consents (whether or not relating to the election or removal of directors),
     seek to advise, encourage or influence any Person with respect to the
     voting of any Spinco Voting Securities, initiate, propose or
 
                                      G-4

     otherwise 'solicit' (as such term is used in the proxy rules of the
     Securities and Exchange Commission as in effect on the date hereof)
     shareholders of Spinco for the approval of shareholder proposals, whether
     made pursuant to Rule 14a-8 of the Exchange Act or otherwise, or induce or
     attempt to induce any other Person to initiate any such shareholder
     proposal or otherwise communicate with the Spinco's shareholders or others
     pursuant to Rule 14a-1(2)(iv) under the Exchange Act or otherwise;
 
          (iii) seek, propose, or make any statement with respect to, any
     merger, consolidation, business combination, tender or exchange offer, sale
     or purchase of assets, sale or purchase of securities, dissolution,
     liquidation, reorganization, restructuring, recapitalization, change in
     capitalization, change in corporate structure or business or similar
     transaction involving Spinco or its subsidiaries (any of the foregoing
     being referred to herein as a 'Specified Spinco Transaction'); provided

     that the foregoing shall not prevent (A) voting in accordance with Section
     5(c) hereof (but shall prevent any public comment, statement or
     communication, and any action that would otherwise require any public
     disclosure by Shareholders, Spinco or any other Person, concerning such
     voting) or (B) the Shareholder Designee (as defined in Section 7 hereof)
     from exercising his fiduciary duties in his capacity as a director by
     participating in any Board deliberations or vote of the Board of Directors
     of Spinco with respect to a Specified Spinco Transaction;
 
          (iv) form, join or in any way participate in a 'group' (within the
     meaning of Section 13(d)(3) of the Exchange Act) with respect to any Spinco
     Voting Securities, other than groups consisting solely of Shareholders and
     their Affiliates;
 
          (v) deposit any Spinco Voting Securities in any voting trust or
     subject any Spinco Voting Securities to any arrangement or agreement with
     respect to the voting of any Spinco Voting Securities except as set forth
     in this Agreement;
 
          (vi) call or seek to have called any meeting of the stockholders of
     Spinco or execute any written consent with respect to Spinco or Spinco
     Voting Securities; provided that the foregoing shall not prevent the
     Shareholder Designee from exercising his fiduciary duties in his capacity
     as a director by participating in any Board deliberations or vote of the
     Board of Directors of Spinco with respect to the calling of any annual
     meeting of shareholders of Spinco;
 
          (vii) otherwise act, alone or in concert with others, to control or
     seek to control or influence or seek to influence the management, Board of
     Directors or policies of Spinco (except to the extent the actions by a
     Shareholder Designee relating to Spinco's Board of Directors in the
     exercise of his fiduciary duties in his capacity as a director may be
     viewed as influencing or seeking to influence the management, Board of
     Directors or policies of Spinco);
 
          (viii) seek, alone or in concert with others, representation on the
     Board of Directors of Spinco (except as provided in Section 7 of this
     Agreement), or seek the removal of any member of such Board or a change in
     the composition or size of such Board;
 
          (ix) make any publicly disclosed proposal, comment, statement or
     communication (including, without limitation, any request to amend, waive
     or terminate any provision of this Agreement other than Section 5(a)), or
     make any proposal, comment, statement or communication (including, without
     limitation, any request to amend, waive or terminate any provision of this
     Agreement other than Section 5(a)) in a manner that would require any
     public disclosure by Shareholders, Spinco or any other Person, or enter
     into any discussion with any Person (other than directors and officers of
     Spinco), regarding any of the foregoing;
 
          (x) make or disclose any request to amend, waive or terminate any
     provision of Section 5(a) of this Agreement; or
 
          (xi) have any discussions or communications, or enter into any

     arrangements, understandings or agreements (whether written or oral) with,
     or advise, finance, assist or encourage, any other Person in connection
     with any of the foregoing, or take any action inconsistent with the
     foregoing, or make any investment in or enter into any arrangement with,
     any other Person that engages, or offers or proposes to engage, in any of
     the foregoing.
 
                                      G-5

     The restrictions set forth in this Section 5(a) shall not prevent
Shareholders from (A) performing their obligations and exercising their rights
under this Agreement, including, without limitation, (w) Transferring any
Company Voting Securities or Spinco Voting Securities in accordance with
Sections 3, 4 and 6 hereof, (x) selecting the Shareholder Designee, (y) serving
in the positions described in or resigning from such positions as described in
Section 7(a) hereof, and (z) voting in accordance with Section 5(c) hereof; (B)
communicating in a non-public manner with any other Shareholder or their
Affiliates; and (C) complying with the requirements of Sections 13(d) and 16(a)
of the Exchange Act and the rules and regulations thereunder, in each case, as
from time to time in effect, or any successor provisions or rules with respect
thereto, or any other applicable law, rule, regulation, judgment, decree,
ruling, order, award, injunction, or other official action of any agency,
bureau, commission, court, department, official, political subdivision, tribunal
or other instrumentality of any government (whether federal, state, county or
local, domestic or foreign).
 
     (b) Shareholders agree that during the period commencing on the date hereof
and continuing until the earlier of (x) the consummation of the Merger and (y)
the termination of the Merger Agreement, Shareholders will not, and Shareholders
will cause each of their respective Affiliates not to, directly or indirectly,
alone or in concert with others, acquire, offer or propose to acquire, or agree
to acquire, whether by purchase, tender or exchange offer, though the
acquisition of control of another Person, by joining a partnership, limited
partnership, syndicate or other 'group' or otherwise, any Company Voting
Securities (except pursuant to the Airplane Purchase Agreement and by way of
stock dividends or other distributions or rights offerings made available to
holders of any shares of Company Common Stock generally, stock-splits,
reclassifications, recapitalizations, reorganizations and any other similar
action taken by Company).
 
     (c) Subject to the receipt of proper notice and the absence of a
preliminary or permanent injunction or other final order by any United States
federal court or state court barring such action, Shareholders agree that during
the Standstill Period Shareholders will, and will cause their Affiliates to, (i)
be present, in person or represented by proxy, at all annual and special
meetings of shareholders of Spinco so that all Spinco Common Stock Beneficially
Owned by Shareholders and their Affiliates and then entitled to vote may be
counted for the purposes of determining the presence of a quorum at such
meetings, and (ii) vote in accordance with the recommendation of the Board of
Directors of Spinco in the election of directors and as directed by the Persons
acting as Proxies in respect of proxies solicited by the Board of Directors of
Spinco with respect to the election of directors (including the manner in which
such Spinco Common Stock shall be cumulated). On all other matters presented for
a vote of shareholders of Spinco, Shareholders may vote in their discretion.

     6.  Limitations on Disposition.
 
     (a) Shareholders agree that during the Standstill Period they will not, and
will cause their Affiliates not to, directly or indirectly, without the prior
written consent of the Board of Directors of Spinco specifically expressed in a
resolution adopted by a majority of the directors of Spinco, Transfer to any
Person any Spinco Voting Securities (including but not limited to the Transfer
of any securities of an Affiliate which is the record holder or Beneficial Owner
of Spinco Voting Securities if, as the result of such Transfer, such Person
would cease to be an Affiliate of a Shareholder), if, to the knowledge of the
Shareholders or any of their Affiliates, after due inquiry which is reasonable
in the circumstances (and which shall include, with respect to the Transfer of
1% or more of the Spinco Voting Securities then outstanding in one transaction,
or a series of related transactions, specific inquiry with respect to the
identity of the acquiror of such Spinco Voting Securities and the number of
Spinco Voting Securities that, immediately following such transaction or
transactions, would be Beneficially Owned by such acquiror, together with its
Affiliates and any members of a 'group' (within the meaning of Section 13(d)(3)
of the Exchange Act) of which such acquiror is a member), immediately following
such transaction the acquiror of such Spinco Voting Securities, together with
its Affiliates and any members of such a group, would Beneficially Own in the
aggregate 4% or more of the Spinco Voting Securities then outstanding; provided
that, without the prior written consent of the Board of Directors of Spinco, (i)
Shareholders and their Affiliates may Transfer any number of Spinco Voting
Securities to any other Shareholder, any Affiliate of a Shareholder or to any
heirs, distributees, guardians, administrators, executors, legal representatives
or similar successors in interest of any Shareholder, provided that (A) such
transferee, if not then a Shareholder, shall become a party to this Agreement
and agree in writing to perform and comply with all of the obligations of such
transferor Shareholder under this Agreement, and thereupon such transferee shall
be deemed to be a Shareholder
 
                                      G-6

party hereto for all purposes of this Agreement, and (B) if the transferee is
not prior thereto a Shareholder, the transferor shall remain liable for such
transferee's performance of and compliance with the obligations of the
transferor under this Agreement, (ii) Shareholders and their Affiliates may
Transfer Spinco Voting Securities in a tender offer, merger, or other similar
business combination transaction approved by the Board of Directors of Spinco,
and (iii) Shareholders may pledge their Spinco Voting Securities as provided in
Section 3 hereof and the pledgee may Transfer such Spinco Voting Securities in
connection with the enforcement or foreclosure of any related security interest
or lien following a default.
 
     (b) During the Standstill Period, if to the knowledge of the Shareholders
after making due inquiry which is reasonable under the circumstances,
immediately following the Transfer of any Spinco Voting Securities the acquiror
thereof, together with its Affiliates and any members of a 'group' (within the
meaning of Section 13(d)(3) of the Exchange Act), would Beneficially Own in the
aggregate 2% or more of the outstanding Spinco Voting Securities (a '2% Sale'),
Shareholders shall, prior to effecting any such Transfer, offer Spinco a right
of first refusal to purchase the shares proposed to be Transferred on the

following terms. Shareholders shall provide Spinco with written notice (the '2%
Sale Notice') of any proposed 2% Sale, which 2% Sale Notice shall contain the
identity of the purchaser, the number of shares of Spinco Voting Securities
proposed to be Transferred to such purchaser, the purchase price for such shares
and the form of consideration payable for such shares. The 2% Sale Notice shall
also contain an irrevocable offer to sell the shares subject to such 2% Sale
Notice to Spinco for cash at a price equal to the price contained in such 2%
Sale Notice. Spinco shall have the right and option, by written notice delivered
to such Shareholder (the 'Purchase Notice') within 15 days of receipt of the 2%
Sale Notice, to accept such offer as to all, but not less than all, of the
Spinco Voting Securities subject to such 2% Sale Notice. Spinco shall have the
right to assign to any Person such right to purchase the shares subject to the
2% Sale Notice. In the event Spinco (or its assignee) elects to purchase the
shares subject to the 2% Sale Notice, the closing of the purchase of the Spinco
Voting Securities shall occur at the principal office of Spinco (or its
assignee) on or before the 30th day following such Shareholder's receipt of the
Purchase Notice. In the event Spinco does not elect to purchase the shares
subject to the 2% Sale Notice, such Shareholder shall be free, for a period of
30 days following the receipt of notice from Spinco of its election not to
purchase such shares or, in the absence of any such notice, for a period of 30
days following the 15th day after receipt by Spinco of the 2% Sale Notice, to
sell the shares subject to the 2% Sale Notice in accordance with the terms of,
and to the person identified in, the 2% Sale Notice. If such sale is not
effected within such 30 day period such shares shall remain subject to the
provisions of this Agreement. Notwithstanding the foregoing, the right of first
refusal set forth in this Subsection (b) shall not apply to the sale by
Shareholders of Spinco Voting Securities (i) made in an underwritten public
offering pursuant to an effective registration statement under the Securities
Act, or (ii) made in a transaction permitted pursuant to, and made in compliance
with, clauses (i) or (iii) of the proviso to Section 6(a) hereof, or (iii) made
in a tender offer, merger or other similar business combination transaction
approved by the Board of Directors of Spinco. Any proposed sale by Shareholders
of Spinco Voting Securities shall be subject to the restrictions on sales to an
acquiror which would Beneficially Own 4% or more of the outstanding Spinco
Voting Securities, as set forth in Section 6(a) hereof, whether or not Spinco
exercises its right of first refusal and consummates the purchase of Spinco
Voting Securities. If Spinco (or its assignee) exercises its right to purchase
any Spinco Voting Securities but fails to complete the purchase thereof for any
reason other than the failure of such Shareholder to perform its obligations
hereunder with respect to such purchase, then, on the 30th day following such
Shareholder's receipt of the Purchase Notice, such Spinco Voting Securities
shall cease to be subject to Sections 5(c), 6 and 12 hereof for any purpose
whatsoever. If the purchase price described in any 2% Sale Notice is not solely
made up of cash or marketable securities, the 2% Sale Notice shall include a
good faith estimate of the cash equivalent of such other consideration, and the
consideration payable by Spinco or its assignee (if Spinco elects to purchase
(or to have assignee purchase) the Spinco Voting Securities described in the 2%
Sale Notice) in place of such other consideration shall be cash equal to the
amount of such estimate; provided, however, that if Spinco in good faith
disagrees with such estimate and states a different good faith estimate in the
Purchase Notice, and if Spinco and such Shareholder cannot agree on the cash
equivalent of such other (i.e., other than cash or marketable securities)
consideration, such cash equivalent shall be determined by a reputable
investment banking firm without material connections with either party. Such

investment banking firm shall be selected by both parties or, if they shall be
unable to agree, by an arbitrator appointed by the American Arbitration
Association. The fees and expenses of any such investment banking firm and/or
arbitrator shall be shared equally by Spinco and such Shareholder, unless
otherwise determined by such firm or arbitrator. In the
 
                                      G-7

event of such differing estimates by Spinco and such Shareholder, periods of
time which would otherwise run under this Section 6(b) from the date of such
Shareholder's receipt of the Purchase Notice shall run instead from the date on
which the parties agree on such cash equivalent or, in the absence of such
agreement, the date on which such cash equivalent is determined by such
investment banking firm. If the purchase price described in any 2% Sale Notice
shall include marketable securities, the purchase price payable by Spinco (or
its designee) shall include, to the extent marketable securities were included
as a portion of the consideration provided for in the 2% Sale Notice, an amount
in cash determined by reference to the Current Market Price of such securities
on the day the Purchase Notice is received by such Shareholder.
 
     (c) Not later than the tenth day following the end of any calendar month
during the Standstill Period in which one or more dispositions of Spinco Voting
Securities by Shareholders or any of their Affiliates shall have occurred, the
relevant Shareholder shall give written notice to Spinco of all such
dispositions. Such notice shall state the date upon which each such disposition
was effected, the price and other terms of each such disposition, the number and
type of Spinco Voting Securities involved in each such disposition, the means by
which each such disposition was effected and, to the extent known, the identity
of the Persons acquiring such Spinco Voting Securities.
 
     (d) In connection with any proposed privately negotiated sale by any
Shareholders of Spinco Voting Securities representing in excess of 3.9% of the
then outstanding Spinco Voting Securities, Spinco will cooperate with and permit
the proposed purchaser to conduct a due diligence review reasonable under the
circumstances of Spinco and its Subsidiaries and their respective business and
operations, including, without limitation, reasonable access during normal
business hours to their executive officers, and, if reasonable under the
circumstances, their properties, subject to execution by such purchaser of a
customary confidentiality agreement; provided that Spinco shall not be required
to permit more than two such due diligence reviews in any twelve-month period.
 
     7.  Spinco Covenants.
 
     (a) On or prior to the consummation of the Spin-off, the Board of Directors
of Spinco will take all action necessary to elect a designee of TAC who is not
an Affiliate of, does not have any business relationship with, any of the
Shareholders or their Affiliates, and is reasonably acceptable to the Board of
Directors of Spinco (the 'Shareholder Designee') as a director of Spinco's Board
of Directors. In the event that the Shareholder Designee shall resign, become
disabled or be removed as a member of Spinco's Board of Directors (except in
circumstances, other than Section 7(a)(vi) hereof, in which the Shareholder
Designee was required (including if requested by Spinco) to resign as a director
pursuant to the terms of this Agreement) TAC shall have the right to select a
new Shareholder Designee. Shareholders acknowledge that as a condition precedent

to the appointment of the Shareholder Designee to Spinco's Board of Directors,
the Shareholder Designee shall enter into an agreement (the 'SD Agreement'), in
form and substance satisfactory to Spinco and its counsel, to the effect that:
 
          (i) the Shareholder Designee agrees that he will not provide,
     disclose, or otherwise make available, directly or indirectly, any
     confidential or non-public information relating to Spinco or its
     subsidiaries, including competitively sensitive information, to the
     Shareholders, or their Affiliates or Representatives;
 
          (ii) the Shareholder Designee will not voluntarily receive, directly
     or indirectly, any confidential or non-public information relating to any
     business, company or entity affiliated with any of the Shareholders which
     competes in any way with, or is a potential competitor of, Spinco (a
     'Competing Business'), and, in the event the Shareholder Designee
     involuntarily receives, or receives on an unsolicited basis, such
     confidential or non-public information, the Shareholder Designee agrees to
     report to Spinco the fact that the Shareholder Designee received such
     information;
 
          (iii) in connection with actions taken as a director of Spinco, the
     Shareholder Designee will not take into account or consider the impact or
     effect of such actions on the Shareholders (other than in their capacity as
     shareholders of Spinco), their Affiliates or on any Competing Business;
 
          (iv) the Shareholder Designee will not serve as an officer, director
     or employee of, or become a shareholder, partner or equity investor in, any
     Competing Business so long as such Shareholder Designee serves as a
     director of Spinco;
 
                                      G-8

          (v) none of the Shareholder Designee, any family member of the
     Shareholder Designee or any person controlled by the Shareholder Designee
     will have any business relationship with, enter into any arrangements or
     understandings relating to such business relationship with, or receive any
     compensation, gifts or other forms of consideration from, the Shareholders
     or their Affiliates so long as the Shareholder Designee is a director of
     Spinco; and
 
          (vi) the Shareholder Designee, if requested by Spinco (A) will
     immediately resign as a director of Spinco in the event that the Federal
     Trade Commission (the 'FTC') shall institute, commence, or threaten any
     action, proceeding or inquiry relating to the Shareholder Designee's
     position as a director of Spinco, provided, that in the event of one or
     more resignations pursuant to this clause (A), the Shareholders shall have
     the right in each such event to designate a new Shareholder Designee in
     accordance with the terms hereof; (B) will resign as a director of Spinco
     not later than the next annual meeting of Shareholders of Spinco in the
     event that the Shareholders and their Affiliates Beneficially Own less than
     4% of Spinco's Voting Securities then outstanding, provided, however that
     this Agreement shall continue in full force and effect until the date of
     such resignation and (C) will immediately resign if the Shareholders
     violate or breach any of the material terms or provisions of this

     Agreement. Notwithstanding any resignation pursuant to clause (C) of the
     preceding sentence, all of the provisions of this Agreement other than this
     Section 7 shall continue in full force and effect.
 
     So long as Shareholders and their Affiliates continue to Beneficially Own
in excess of 4% of the Spinco Voting Securities then outstanding and so long as
this Agreement shall not have been terminated, Spinco shall include the
Shareholder Designee in the Board of Directors' slate of nominees for election
as directors at Spinco's annual meeting of shareholders and shall recommend that
the Shareholder Designee be elected as a director of Spinco.
 
     So long as a Shareholder Designee serves as a member of the Board of
Directors of Spinco, Spinco agrees that the Shareholder Designee shall serve
(subject to the applicable requirements of the FTC, the New York Stock Exchange
or any other security exchange on which the Spinco Common Stock is listed, or if
not so listed, under the rules or regulations of the National Association of
Securities Dealers) as a member of the Executive, Finance and Corporate
Development, and Compensation Benefits and Nominating Committees of the Board
(or the three committees having similar functions). Except as otherwise provided
in this Section 7, upon the termination of this Agreement, if requested by
Spinco, the Shareholder Designee shall resign as a director of Spinco's Board of
Directors.
 
     (b) In the event that any Shareholder Designee shall cease to be a member
of the Board of Directors by reason of death, disability or resignation (except
in circumstances in which TAC shall not have the right under the first paragraph
of Section 7(a) hereof to select a new Shareholder Designee), Spinco shall
replace such Shareholder Designee with another Shareholder Designee at the next
meeting of the Board of Directors.
 
     (c) The Shareholder Designee, upon nomination or appointment as a director
of Spinco, shall agree in writing to comply with the obligations of the
Shareholders under Section 5(a) hereof and the obligation of such Shareholder
Designee under this Section 7(c).
 
     (d) Without the prior written consent of Shareholders, Spinco shall not
take or recommend to its shareholders any action which would impose limitations,
not imposed on other Shareholders of Spinco, on the enjoyment by any of
Shareholders and their Affiliates of the legal rights generally enjoyed by
shareholders of Spinco, other than those imposed by the terms of this Agreement,
the Merger Agreement and the Ancillary Agreements; provided, however, that the
foregoing shall not prevent Spinco from implementing or adopting a Shareholder
Rights Plan or issuing a similar security which has a 'trigger' threshold of not
less than the greater of 10% of the outstanding shares of Spinco Common Stock or
the amount then Beneficially Owned by Shareholders not in violation of this
Agreement.
 
     8.  Intentionally Omitted
 
     9.  Representations and Warranties of Shareholders.  Shareholders hereby
represent and warrant to Spinco as follows:
 
                                      G-9

          (a) TAC is a corporation duly organized and validly existing under the
     laws of the State of Kansas and is in good standing under the laws of the
     State of Kansas. The Foundation is a not-for-profit corporation duly
     organized and validly existing under the laws of the State of Colorado.
     Shareholders have all necessary power and authority to execute and deliver
     this Agreement and perform their obligations hereunder. The execution and
     delivery by TAC and the Foundation of this Agreement and the performance by
     TAC and the Foundation of their obligations hereunder have been duly and
     validly authorized by the Board of Directors of TAC and the Foundation, and
     by the sole stockholder of TAC, and no other proceedings or actions on the
     part of any Shareholder are necessary to authorize the execution, delivery
     or performance of this Agreement or the consummation of the transactions
     contemplated hereby.
 
          (b) This Agreement has been duly and validly executed and delivered by
     Shareholders and constitutes the valid and binding agreement of
     Shareholders, enforceable against Shareholders in accordance with its terms
     except to the extent (i) such enforcement may be limited by applicable
     bankruptcy, insolvency or similar laws affecting creditors rights and (ii)
     the remedy of specific performance and injunctive and other forms of
     equitable relief may be subject to equitable defenses and to the discretion
     of the court before which any proceeding therefor may be brought.
 
          (c) Each Shareholder is the sole record holder and Beneficial Owner of
     the number of shares of Company Common Stock ('Company Shares') listed
     opposite such Shareholder's name on the signature page hereof, and, except
     as provided in Section 3 hereof and to the extent created by either or both
     of the Corporate Matters Agreement and the Registration Rights Agreement,
     each dated as of August 1, 1993 and among the Company, The Morgan Stanley
     Leveraged Equity Fund II, L.P., a Delaware limited partnership, TAC and
     certain other parties thereto, each of which the Shareholders agree to
     terminate as of the Effective Time, has good and marketable title to all of
     such Company Shares, free and clear of all liens, claims, options, proxies,
     voting agreements, security interests, charges and encumbrances. The
     Company Shares constitute all of the capital stock of the Company
     Beneficially Owned by Shareholders, and except for the Company Shares,
     neither Shareholders nor any of their Affiliates Beneficially Owns or has
     any right to acquire (whether currently, upon lapse of time, following the
     satisfaction of any conditions, upon the occurrence of any event or any
     combination of the foregoing) any Company Voting Securities, except that
     TAC has the right to acquire up to 520,188 (less any amount subsequently
     sold by Learjet Inc. or its assignee) shares of Company Common Stock
     pursuant to the Airplane Purchase Agreement. Except as provided in Section
     3 hereof and in this Section 9(c), each Shareholder has sole power to vote
     and to dispose of the Company Shares Beneficially Owned by such
     Shareholder, and sole power to issue instructions with respect to such
     Company Shares to the extent appropriate in respect of the matters set
     forth in this Agreement, sole power to demand appraisal rights and sole
     power to agree to all of the matters set forth in this Agreement, in each
     case with respect to all of such Company Shares, with no limitations,
     qualifications or restrictions on such rights, subject to applicable
     securities laws and the terms of this Agreement. Shareholders do not
     beneficially own or have any right to acquire (whether currently, upon
     lapse of time, following the satisfaction of any conditions, upon the

     occurrence of any event or any combination of the foregoing), except
     pursuant to the Merger, any Parent Voting Securities.
 
          (d) Except for filings, authorizations, consents and approvals as may
     be required under, and other applicable requirements of, the ICA, the
     Securities Exchange Act of 1934, each as amended, (i) no filing with, and
     no permit, authorization, consent or approval of, any state or federal
     governmental body or authority is necessary for the execution of this
     Agreement by Shareholders and the consummation by Shareholders of the
     transactions contemplated hereby and (ii) none of the execution and
     delivery of this Agreement by Shareholders, the consummation by
     Shareholders of the transactions contemplated hereby or compliance by
     Shareholders with any of the provisions hereof shall (A) conflict with or
     result in any breach of the certificate or incorporation or by-laws or
     other organizational documents of TAC or the Foundation, (B) result in a
     violation or breach of, or constitute (with or without notice or lapse of
     time or both) a default (or give rise to any third party right of
     termination, cancellation, material modification or acceleration) under any
     of the terms, conditions or provisions of any note, loan agreement, bond,
     mortgage, indenture, license, contract, commitment, arrangement,
     understanding, agreement or other instrument or obligation of any kind to
     which any Shareholder is a party or by which any Shareholder or any of its
     properties or assets (including the Company Shares) may be bound, or (C)
     violate any order, writ, injunction, decree, judgment, statute,
 
                                      G-10

     rule or regulation applicable to any Shareholder or any of its properties
     or assets. To the best knowledge of Shareholders, no litigation is pending
     or threatened involving Shareholders or the Company relating in any way to
     this Agreement, the Merger Agreement, the Ancillary Agreements, or any
     transactions contemplated hereby or thereby.
 
          (e) Shareholders understand and acknowledge that Parent is entering
     into, and causing the Purchaser to enter into, the Merger Agreement and the
     Ancillary Agreements, and is incurring the obligations set forth therein,
     in reliance upon Shareholders' execution and delivery of this Agreement.
 
          (f) Except for Morgan Stanley & Co. Incorporated, no broker,
     investment banker, financial adviser or other person is entitled to any
     broker's, finder's, financial adviser's or other similar fee or commission
     in connection with the transactions contemplated hereby based upon
     arrangements made by or on behalf of Shareholders.
 
          (g) Shareholders have no plan or intention, and as of the Effective
     Time will have no plan or intention to sell, exchange or otherwise dispose
     of any of the shares of Parent Voting Securities that they receive in the
     Merger.
 
          (h) Shareholders have no plan or intention and, as of the effective
     date of the Spin-off, will have no plan or intention, to sell, exchange or
     otherwise dispose of any of the Spinco Shares that they receive in such
     Spin-off (including by inter vivos gift).

          (i) Shareholders will make such representations as may reasonably be
     requested by Parent (provided such representations are true at the time
     given), and in such form as may reasonably be requested by Parent, for use
     in connection with the request by Parent that the Internal Revenue Service
     issue a private letter ruling with respect to the tax consequences of the
     Spin-off, including the representation made in Section 9(h) hereof.
 
     10.  Representations and Warranties of Spinco.  Spinco hereby represents
and warrants to Shareholders as follows:
 
          (a) Spinco is a corporation duly organized and validly existing under
     the laws of the State of Utah, and is in good standing under the laws of
     the state of its incorporation. Spinco has all necessary corporate power
     and authority to execute and deliver this Agreement and perform its
     obligations hereunder. The execution and delivery by Spinco of this
     Agreement and the performance by Spinco of its obligations hereunder have
     been duly and validly authorized by the Board of Directors of Spinco and no
     other corporate proceedings on the part of Spinco are necessary to
     authorize the execution, delivery or performance of this Agreement or the
     consummation of the transactions contemplated hereby.
 
          (b) This Agreement has been duly and validly executed and delivered by
     Spinco and constitutes a valid and binding agreement of Spinco, enforceable
     against Spinco in accordance with its terms except to the extent (i) such
     enforcement may be limited by applicable bankruptcy, insolvency or similar
     laws affecting creditors rights and (ii) the remedy of specific performance
     and injunctive and other forms of equitable relief may be subject to
     equitable defenses and to the discretion of the court before which any
     proceeding therefor may be brought.
 
          (c) Except for filings, authorizations, consents and approvals as may
     be required under, and other applicable requirements of, the ICA, (i) no
     filing with, and no permit, authorization, consent or approval of, any
     state or federal public body or authority is necessary for the execution of
     this Agreement by Spinco and the consummation by Spinco of the transactions
     contemplated hereby and (ii) none of the execution and delivery of this
     Agreement by Spinco, the consummation by Spinco of the transactions
     contemplated hereby or compliance by Spinco with any of the provisions
     hereof shall (A) conflict with or result in any breach of the certificate
     of incorporation or by-laws of Spinco, (B) result in a violation or breach
     of, or constitute (with or without notice or lapse of time or both) a
     default (or give rise to any third party right of termination,
     cancellation, material modification or acceleration) under any of the
     terms, conditions or provisions of any note, loan agreement, bond,
     mortgage, indenture, license, contract, commitment, arrangement,
     understanding, agreement or other instrument or obligation of any kind to
     which Spinco is a party or by
 
                                      G-11

     which Spinco or any of its properties or assets may be bound, or (C)
     violate any order, writ, injunction, decree, judgment, statute, rule or
     regulation applicable to Spinco or any of its properties or assets. To the
     best knowledge of Spinco, no litigation is pending or threatened involving

     Spinco relating in any way to this Agreement, the Merger Agreement, the
     Ancillary Agreements or any transactions contemplated hereby or thereby.
 
          (d) Except for CS First Boston Corporation, no broker, investment
     banker, financial adviser or other person is entitled to any broker's,
     finder's, financial adviser's or other similar fee or commission in
     connection with the transactions contemplated hereby based upon
     arrangements made by or on behalf of Spinco.
 
     11.  Further Assurances.  From time to time, at the other party's request
and without further consideration, each party hereto shall execute and deliver
such additional documents and take all such further lawful action as may be
necessary or desirable to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Agreement.
 
     12.  Stop Transfer; Legend.
 
     (a) Shareholders agree with and covenant to Spinco that Shareholders shall
not request that Spinco register the transfer (book-entry or otherwise) of any
certificated or uncertificated interest representing any of the securities of
Spinco unless such transfer is made in compliance with this Agreement.
 
     (b) During the Standstill Period, Shareholders shall promptly surrender to
Spinco all certificates representing the Spinco Shares, and other Spinco Voting
Securities acquired by Shareholders or their Affiliates after the date hereof,
and Spinco shall place the following legend on such certificates:
 
          'THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
     SHAREHOLDERS AGREEMENT, DATED AS OF AUGUST 3, 1995 BY AND AMONG UNION
     PACIFIC RESOURCES GROUP INC., THE ANSCHUTZ CORPORATION, ANSCHUTZ FOUNDATION
     AND MR. PHILIP F. ANSCHUTZ WHICH, AMONG OTHER THINGS, RESTRICTS THE
     TRANSFER AND VOTING THEREOF.'
 
     (c) In connection with any Transfer of Spinco Voting Securities to any
Person, other than a Shareholder, an Affiliate of a Shareholder, any heir,
distributee, guardian, administrator, executor, legal representative or similar
successor in interest, or a member of a 'group' (within the meaning of Section
13(d)(3) of the Exchange Act) in which a Shareholder or an Affiliate thereof or
such other Person is included, pursuant to, and made in compliance with, Section
6 hereof, and from and after the termination of the Standstill Period, Spinco
shall, upon surrender thereto of any certificates representing Spinco Voting
Securities that bear a legend required by this Section 12, issue and deliver to
the record owner of the securities represented thereby, or to its registered
transferee, certificates representing such securities without such legend.
 
     13.  Termination.  Except as otherwise provided in this Agreement, this
Agreement shall terminate on the earliest to occur of (1) the seventh
anniversary of the Effective Time, (2) following consummation of the Spin-off,
at such time that the Shareholders Beneficially Own, and continue to
Beneficially Own, in the aggregate, less than 4% of the Spinco Voting Securities
then outstanding, it being understood, however, that if the Shareholders at any
time Beneficially Own in the aggregate less than 4% of the Spinco Voting
Securities then outstanding but, prior to the seventh anniversary of the
Effective Time, subsequently acquire Beneficial Ownership of any Spinco Voting

Securities (except pursuant to clauses (A), (B) or (C) of the parenthetical
exception to the first sentence in Section 5(a)(i) hereof or in an Inadvertent
Acquisition) if immediately following such acquisition Shareholders become
Beneficial Owners in the aggregate of more than 4% of the Spinco Voting
Securities then outstanding, the provisions of Sections 5, 6, 9, 11, 12, 13 and
14 of this Agreement shall be effective and in full force again as if no such
termination had occurred and (3) if at any time that the Shareholders
Beneficially Own in the aggregate more than 4% of the Spinco Voting Securities
then outstanding (i) the Shareholder Designee shall not be elected as a director
of Spinco (other than as a result of a resignation or non-election referred to
in Section 7(a)(vi)(A) or 7(a)(vi)(C) hereof), (ii) subject to applicable
requirements of the FTC, the New York Stock Exchange or any other security
exchange on which the Spinco Common Stock is listed, or if not so listed, under
the rules or
 
                                      G-12

regulations of the National Association of Securities Dealers, the Shareholder
Designee who is then a director shall not be appointed as a member of the
Executive, Finance and Corporate Development, and Compensation, Benefits and
Nominating Committees, respectively, of the Board of Directors of Spinco (or
committees having similar functions) or (iv) Spinco shall have breached its
covenant in Section 7(b) hereof; provided that TAC, for itself and on behalf of
all other Shareholders, may by written notice to Spinco irrevocably elect that,
from and after the delivery thereof, the references in this Section 13 and in
Section 7 hereof to '4%' be deleted and replaced by references to '3%'.
Notwithstanding anything herein to the contrary, any agreements or covenants
contained herein which by their terms require action or performance following
termination of this Agreement shall survive such termination.
 
     14.  Miscellaneous.
 
     (a) This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all other prior
agreements and understandings, both written and oral, between the parties with
respect to the subject matter hereof.
 
     (b) Shareholders agree that this Agreement and the respective rights and
obligations of Shareholders hereunder shall attach to any Spinco Voting
Securities that may become Beneficially Owned by Shareholders. The obligations
of Shareholders under Sections 5(c), 6 and 12 hereof shall terminate with
respect to Spinco Voting Securities that shall cease to be Beneficially Owned by
a Shareholder, an Affiliate thereof or any heir, distributee, guardian,
administrator, executor, legal representative or similar successor in interest,
pursuant to a Transfer thereof to any Person other than a Shareholder, an
Affiliate of a Shareholder, such other Person or a member of a 'group' (within
the meaning of Section 13(d)(3) of the Exchange Act) in which a Shareholder, an
Affiliate thereof or such other person is included; provided that such Transfer
shall be permitted by, and made in accordance with Section 3 hereof or Section 6
hereof, as the case may be, and such termination shall be effective upon the
Transfer of such securities; such transferees of such securities shall have no
obligations or rights under or with respect to this Agreement and, except as
otherwise provided herein, shall not be deemed to be Shareholders for any
purposes of this Agreement; and thereafter such securities shall not be subject

to Sections 5(c), 6 and 12 hereof for any purpose whatsoever. The
representations, warranties, covenants, obligations and other agreements of
Shareholders made or undertaken in this Agreement are made or undertaken by each
Shareholder with respect to itself alone, severally and not jointly, and, no
Shareholder shall have any responsibility with respect to the representations,
warranties, covenants, obligations and other agreements made or undertaken by
any other Shareholder in this Agreement or any liability with respect to the
breach thereof by any other Shareholder.
 
     (c) Except as otherwise provided in this Agreement, all costs and expenses
incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such expenses, and each of Spinco,
on the one hand, and Shareholders, on the other hand, shall indemnify and hold
the other harmless from and against any and all claims, liabilities or
obligations with respect to any brokerage fees, commissions or finders' fees
asserted by any person on the basis of any act or statement alleged to have been
made by such party or its Affiliates.
 
     (d) Except as provided in the Agreement, this Agreement shall not be
assigned by operation of law or otherwise without the prior written consent of
the other party, provided that Spinco may assign, in its sole discretion, its
rights and obligations hereunder to any direct or indirect wholly owned
subsidiary of Spinco no such assignment shall relieve Spinco of its obligations
hereunder if such assignee does not perform such obligations.
 
     (e) This Agreement may not be amended, changed, supplemented, or otherwise
modified or terminated, except upon the execution and delivery of a written
agreement executed by each of the parties hereto. The parties may waive
compliance by the other parties hereto with any representation, agreement or
condition otherwise required to be complied with by such other party hereunder,
but any such waiver shall be effective only if in writing executed by the
waiving party.
 
     (f) All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given (and shall be deemed to have
been duly received if given) by hand delivery or telecopy (with a
 
                                      G-13

confirmation copy sent for next day delivery via courier service, such as
FedEx), or by any courier service, such as FedEx, providing proof of delivery.
All communications hereunder shall be delivered to the respective parties at the
following addresses:
 
     If to Shareholders:
 
         The Anschutz Corporation
         Suite 2400
         555 Seventeenth Street
         Denver, Colorado 80202
 
         Anschutz Foundation
         Suite 2400
         555 Seventeenth Street

         Denver, Colorado 80202
 
         Philip F. Anschutz
         Suite 2400
         555 Seventeenth Street
         Denver, Colorado 80202
 
     and, in either case, with a copy to:
 
         O'Melveny & Myers
         153 East 53rd Street
         New York, New York 10022
         Telephone No.: (212) 326-2000
         Telecopy No.: (212) 326-2091
         Attention: Drake S. Tempest, Esq.
 
     If to Spinco:
 
         Union Pacific Resources Group Inc.
         P.O. Box 7, 801 Cherry Street
         Fort Worth, Texas 76101
         Telephone No.: (817) 877-6000
         Telecopy No.: (817) 877-7522
         Attention: B. J. Zimmerman, Esq.
 
     copy to:
 
         Skadden, Arps, Slate,
           Meagher & Flom
         919 Third Avenue
         New York, New York 10022
         Telephone No.: (212) 735-3000
         Telecopy No.: (212) 735-2001
         Attention: Paul T. Schnell, Esq.
 
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
 
     (g) Whenever possible, each provision or portion of any provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law but if any provision or portion of any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or portion of any provision
in such jurisdiction, and this Agreement will be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision or portion of any provision had never been contained herein.
 
                                      G-14

     (h) Each of the parties hereto recognizes and acknowledges that a breach by
it of any covenants or agreements contained in this Agreement will cause the
other party to sustain damages for which it would not have an adequate remedy at
law for money damages, and therefore each of the parties hereto agrees that in

the event of any such breach the aggrieved party shall be entitled to the remedy
of specific performance of such covenants and agreements and injunctive and
other equitable relief in addition to any other remedy to which it may be
entitled, at law or in equity.
 
     (i) All rights, powers and remedies provided under this Agreement or
otherwise available in respect hereof at law or in equity shall be cumulative
and not alternative, and the exercise of any thereof by any party shall not
preclude the simultaneous or later exercise of any other such right, power or
remedy by such party. The failure of any party hereto to exercise any right,
power or remedy provided under this Agreement or otherwise available in respect
hereof at law or in equity, or to insist upon compliance by any other party
hereto with its obligations hereunder, and any custom or practice of the parties
at variance with the terms hereof, shall not constitute a waiver by such party
of its right to exercise any such or other right, power or remedy or to demand
such compliance.
 
     (j) This Agreement is not intended to be for the benefit of, and shall not
be enforceable by, any person or entity who or which is not a party hereto.
 
     (k) This Agreement shall be governed and construed in accordance with the
laws of the State of New York, without giving effect to the principles of
conflicts of law thereof.
 
     (l) The representations and warranties made herein shall survive through
the term of this Agreement.
 
     (m) Each party hereby irrevocably submits to the nonexclusive jurisdiction
of the Supreme Court in the State of New York in any action, suit or proceeding
arising in connection with this Agreement, and agrees that any such action, suit
or proceeding may be brought in such court (and waives any objection based on
forum non conveniens or any other objection to venue therein); provided,
however, that such consent to jurisdiction is solely for the purpose referred to
in this paragraph (m) and shall not be deemed to be a general submission to the
jurisdiction of said Court or in the State of New York other than for such
purposes. Each party hereto hereby waives any right to a trial by jury in
connection with any such action, suit or proceeding.
 
     (n) The descriptive headings used herein are inserted for convenience of
reference only and are not intended to be part of or to affect the meaning or
interpretation of this Agreement.
 
     (o) This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but all of which, taken together, shall constitute one
and the same Agreement.
 
                                      G-15

     IN WITNESS WHEREOF, Spinco and Shareholders have caused this Agreement to
be duly executed as of the day and year first above written.

                                     
                                        UNION PACIFIC RESOURCES GROUP INC.
 
                                        By: /s/ JACK L. MESSMAN
                                            ---------------------------------
                                            Name: Jack L. Messman
                                            Title: President and Chief Executive
                                                     Officer
 
No. of Shares: 48,084,754               THE ANSCHUTZ CORPORATION
 
                                        By: /s/ PHILIP F. ANSCHUTZ
                                            ---------------------------------
                                            Name: Philip F. Anschutz
                                            Title: President
 
No. of Shares: 1,558,254                ANSCHUTZ FOUNDATION
 
                                        By: /s/ PHILIP F. ANSCHUTZ
                                            ---------------------------------
                                            Name: Philip F. Anschutz
                                            Title: Chairman of the Board
 
No. of Shares: 48,084,754                   /s/ PHILIP F. ANSCHUTZ
[by reason of ownership of TAC]             ---------------------------------
                                            Philip F. Anschutz

 
                                      G-16

                                                                         ANNEX H
                         REGISTRATION RIGHTS AGREEMENT
 
     REGISTRATION RIGHTS AGREEMENT, dated as of August 3, 1995, by and among
Union Pacific Corporation, a Utah corporation ('Parent'), The Anschutz
Corporation, a Kansas corporation ('TAC'), and Anschutz Foundation, a Colorado
not-for-profit corporation (the 'Foundation' and, together with TAC, the
'Holders').
 
                              W I T N E S S E T H:
 
     WHEREAS, simultaneously with the execution of this Agreement, Parent, Union
Pacific Railroad Company, a Utah corporation and an indirect wholly owned
subsidiary of Parent ('UPRR'), UP Acquisition Corporation, a Delaware
corporation and a direct wholly owned subsidiary of UPRR ('Purchaser'), and
Southern Pacific Rail Corporation, a Delaware corporation (the 'Company'), have
entered into an Agreement and Plan of Merger (as such Agreement may be amended
from time to time, the 'Merger Agreement'), pursuant to which, among other
things, Purchaser has agreed to commence a cash tender offer (the 'Offer') to
purchase up to 39,034,471 shares of common stock, $.001 par value, of the
Company ('Company Common Stock') and the Company will be merged with and into
UPRR (the 'Merger');
 
     WHEREAS, pursuant to the Merger, the Holders will receive shares of Common
Stock, par value $2.50 per share, of Parent ('Parent Common Stock');
 
     WHEREAS, Parent, Purchaser and the Holders are simultaneously herewith
entering into a Shareholders Agreement (the 'Shareholders Agreement'), pursuant
to which, among other things, the Holders have agreed to vote their shares of
Company Common Stock in favor of the Merger and to abide by certain agreements
relating to the shares of Parent Common Stock to be received in the Merger;
 
     WHEREAS, as an inducement and a condition to their entering into the
Shareholders Agreement and voting for the Merger, the Holders have required that
Parent agree, and Parent has agreed, to enter into this Registration Rights
Agreement providing, among other things, for the registration under the
Securities Act of 1933, as amended (the 'Securities Act'), of shares of Parent
Common Stock to be disposed of by the Holders;
 
     NOW, THEREFORE, in consideration of the foregoing and the mutual promises,
representations, warranties, covenants and agreements contained herein and in
the Shareholders Agreement, the parties hereto, intending to be legally bound
hereby, agree as follows:
 
                                   ARTICLE I
                                  DEFINITIONS
 
     SECTION 1.1  Definitions.  Capitalized terms used and not defined herein
have the respective meanings ascribed to them in the Merger Agreement. In
addition, for purposes of this Agreement:
 
          (a) 'Affiliate' shall mean, with respect to any specified Person, any
     Person that, directly, or indirectly through one or more intermediaries,

     controls, or is controlled by, or is under common control with, the Person
     specified. For the purposes of this definition, 'control' (including, with
     correlative meanings, the term 'controlled by' and 'under common control
     with'), as used with respect to any Person, means the possession, directly
     or indirectly, of the power to direct or cause the direction of the
     management and policies of such Person, whether through the ownership of
     voting securities, by contract or otherwise.
 
          (b) 'Commission' shall mean the Securities and Exchange Commission.
 
          (c) 'Demand Registration' shall mean a Demand Registration as defined
     in Section 2.1.
 
          (d) 'Person' shall mean an individual, corporation, partnership, joint
     venture, association, trust, unincorporated organization or other entity.
 
          (e) 'Piggy-Back Registration' shall mean a Piggy-Back Registration as
     defined in Section 2.2.
 
                                      H-1

          (f) 'Registrable Securities' shall mean the Parent Common Stock
     received by the Holders pursuant to the Merger until (i) a registration
     statement covering such security has been declared effective by the
     Commission and it has been disposed of pursuant to such effective
     registration statement, (ii) it has been sold under circumstances in which
     all of the applicable conditions of Rules 145 and 144 or Rule 144A (or any
     similar provisions then in force) under the Securities Act are met, or
     (iii) it has been otherwise transferred and Parent has delivered a new
     certificate or other evidence of ownership for it not bearing a restrictive
     legend and it may be resold without subsequent registration under the
     Securities Act.
 
          (g) 'Selling Holder' means a Holder who is selling Registrable
     Securities pursuant to a registration statement under the Securities Act.
 
          (h) 'Termination Date' means the seventh anniversary of the Closing
     Date (as defined in the Merger Agreement).
 
          (i) 'Underwriter' means a securities dealer which purchases any
     Registrable Securities as principal and not as part of such dealer's
     market-making activities.
 
                                   ARTICLE II
                              REGISTRATION RIGHTS
 
     SECTION 2.1  Demand Registrations.  (a)  Request for Registration.  Any
Holder may make, at any time or from time to time after the Closing Date,
subject to the terms herein and until and including the Termination Date of this
Agreement, a written request for registration under the Securities Act of all or
part of the Registrable Securities then held by such Holder (a 'Demand
Registration'); provided, that Parent shall not be obligated to effect more than
three Demand Registrations for the Holders in total pursuant to this Agreement.
Such request will specify the number of Registrable Securities proposed to be

sold by the Holder(s) and will also specify the intended method of disposition
thereof. Parent will give written notice of such registration request to all the
Holders of the Registrable Securities and, subject to Section 2.3, include in
such registration all such Registrable Securities with respect to which Parent
has received written requests for inclusion therein within 20 business days
after receipt by the Holders of Parent's notice. Each request will also specify
the number of Registrable Securities to be registered and the intended
disposition thereof.
 
     (b)  Effective Registration.  A Demand Registration will not count as a
Demand Registration unless and until it has become effective.
 
     (c)  Underwriting of Demand Registrations.  At the election of the Holders,
the offering of such Registrable Securities pursuant to such Demand Registration
shall be in the form of an underwritten offering. The Holder requesting the
Demand Registration (with the consent of Parent, not to be unreasonably
withheld) shall select the book-running managing Underwriter in connection with
such offering and any additional investment bankers and managers to be used in
connection with the offering. To the extent 10% or more of the Registrable
Securities so requested to be registered in a Demand Registration are excluded
from the offering in accordance with Section 2.3, there shall be provided one
additional Demand Registration under Section 2.1(a).
 
     SECTION 2.2  Piggy-Back Registration.  If Parent proposes to file a
registration statement under the Securities Act with respect to an offering by
Parent for its own account or for the account of any of its respective
securityholders of any class of equity security (other than a registration
statement on Form S-4 or S-8 (or any substitute form that may be adopted by the
Commission) or filed in connection with an exchange offer or offering of
securities solely to Parent's existing securityholders or a registration
statement filed by Parent to comply with its obligations under Demand
Registrations pursuant to Section 2.1 hereof), then Parent shall give written
notice of such proposed filing to the Holders of Registrable Securities as soon
as practicable (but in no event less than 10 days before the anticipated filing
date), and such notice shall offer such Holders the opportunity to register such
number of shares of Registrable Securities as each such Holder may request (a
'Piggy-Back Registration'). Parent shall use its best efforts to cause the
managing Underwriter or Underwriters of a proposed underwritten offering to
permit the Registrable Securities requested to be included in a Piggy-Back
Registration to be included on the same terms and conditions as any similar
securities of Parent included therein.
 
                                      H-2

     SECTION 2.3  Reduction of Offering.  Notwithstanding anything contained in
this Registration Rights Agreement, if the managing Underwriter or Underwriters
of an offering described in Section 2.1 or 2.2 delivers a written opinion to the
Holders of the Registrable Securities to be included in such offering that the
success of the offering would be materially and adversely affected by inclusion
of all the Registrable Securities requested to be included either because of (a)
the size of the offering that the Holders, Parent and such other persons intend
to make or (b) the kind of securities that the Holders, Parent and any other
persons or entities intend to include in such offering, then (A) in the event
that the size of the offering is the basis of such Underwriter's opinion, the

amount of securities to be offered for the accounts of Holders shall be reduced
to the extent necessary to reduce the total amount of securities to be included
in such offering to the amount recommended by such managing Underwriter or
Underwriters and Parent will include in the registration the maximum number of
securities which it is so advised can be sold without such adverse effect,
allocated, on a pro rata basis within each following order of priority, as
follows:
 
          (i) FIRST, any securities proposed to be registered by Holder(s)
     exercising a Demand Registration right pursuant to this Agreement or any
     securities proposed to be included in such Demand Registration by other
     Holder(s) as contemplated by Section 2.1(a);
 
          (ii) SECOND, any securities proposed to be registered by Parent for
     its own account; and
 
          (iii) THIRD, any other securities proposed to be registered for the
     account of the Holders in a Piggy-Back Registration or any securities
     proposed to be registered by another holder(s) pursuant to a registration
     rights agreement entered into between such other holder(s) and Parent who
     are exercising 'piggy-back' registration rights;
 
and (B) in the event that the kind of securities to be offered is the basis of
such Underwriter's opinion, (x) the Registrable Securities to be included in
such offering shall be reduced as described in clause (A) above or (y) if the
actions described in the immediately preceding clause (x) would, in the judgment
of the managing Underwriter, be insufficient to eliminate substantially the
material and adverse effect that inclusion of the Registration Securities
requested to be included would have on such offering, such Registrable
Securities will be excluded from such offering.
 
                                  ARTICLE III
                            REGISTRATION PROCEDURES
 
     SECTION 3.1  Filings; Information.  Whenever the Holders have requested
that any Registrable Securities be registered pursuant to Section 2.1 hereof,
Parent will use its best efforts to effect the registration and facilitate the
sale of such Registrable Securities in accordance with the intended method of
disposition thereof as promptly as practicable, and in connection with any such
request:
 
          (a) Parent will as expeditiously as possible prepare and file with the
     Commission a registration statement on any form for which Parent then
     qualifies or which counsel for Parent shall deem appropriate and which form
     shall be available for the sale of the Registrable Securities to be
     registered thereunder in accordance with the intended method of
     distribution thereof, and use its best efforts to cause such filed
     registration statement to become and remain effective for a period of not
     less than 180 days (90 days in the case of a fully underwritten offering
     other than pursuant to Rule 415 under the Securities Act); provided that if
     Parent shall furnish to the Holders making a request pursuant to Section
     2.1 a certificate signed by either its Chairman or President stating that
     in his good faith judgment it would be significantly disadvantageous to
     Parent or its shareholders for such a registration statement to be filed as

     expeditiously as possible, Parent shall have a period of not more than 90
     days within which to file such registration statement measured from the
     date of receipt of the request in accordance with Section 2.1.
 
          (b) Parent will, if requested, prior to filing a registration
     statement or prospectus or any amendment or supplement thereto, furnish and
     allow a reasonable time for review and comment to each Selling Holder and
     each Underwriter, if any, of the Registrable Securities covered by such
     registration statement copies of such registration statement as proposed to
     be filed, and thereafter furnish to such Selling Holder and Underwriter, if
     any, such number of copies of such registration statement, each amendment
     and supplement thereto (in
 
                                      H-3

     each case including all exhibits thereto and documents incorporated by
     reference therein), the prospectus included in such registration statement
     (including each preliminary prospectus) and such other documents as such
     Selling Holder or Underwriter may reasonably request in order to facilitate
     the disposition of the Registrable Securities owned by such Selling Holder.
 
          (c) After the filing of the registration statement, Parent will
     promptly notify each Selling Holder of Registrable Securities covered by
     such registration statement of any stop order issued or threatened by the
     Commission and take all reasonable actions required to prevent the entry of
     such stop order or to remove it if entered.
 
          (d) Parent will use its best efforts to (i) register or qualify the
     Registrable Securities under such other securities or blue sky laws of such
     jurisdictions in the United States as any Selling Holder reasonably (in
     light of such Selling Holder's intended plan of distribution) requests and
     (ii) cause such Registrable Securities to be registered with or approved by
     such other governmental agencies or authorities as may be necessary by
     virtue of the business and operations of Parent and do any and all other
     acts and things that may be reasonably necessary or advisable to enable
     such Selling Holder to consummate the disposition of the Registrable
     Securities owned by such Selling Holder; provided that Parent will not be
     required to (A) qualify generally to do business in any jurisdiction where
     it would not otherwise be required to qualify but for this paragraph (d),
     (B) subject itself to taxation in any such jurisdiction, (C) consent to
     general service of process in any such jurisdiction or (D) consent to any
     material restrictions on the conduct of its business or any restrictions on
     payments to any stockholders of Parent; and provided further that the
     Holders will not be required to take any action pursuant to this paragraph
     (d).
 
          (e) Parent will promptly notify each Selling Holder of such
     Registrable Securities, at any time when a prospectus relating thereto is
     required to be delivered under the Securities Act, of the occurrence of an
     event requiring the preparation of a supplement or amendment to such
     prospectus so that, as thereafter delivered to the purchasers of such
     Registrable Securities, such prospectus will not contain an untrue
     statement of a material fact or omit to state any material fact required to
     be stated therein or necessary to make the statements therein not

     misleading and promptly make available to each Selling Holder any such
     supplement or amendment.
 
          (f) Parent and each Selling Holder will enter into customary
     agreements (including an underwriting agreement in customary form
     containing customary representations, warranties, covenants, opinions,
     certificates, cross-indemnification and contribution provisions) and take
     such other actions as are reasonably required in order to expedite or
     facilitate the disposition of such Registrable Securities.
 
          (g) Parent will make available for inspection by any Selling Holder of
     such Registrable Securities, any Underwriter participating in any
     disposition pursuant to such registration statement and any attorney,
     accountant or other professional retained by any such Selling Holder or
     Underwriter (collectively, the 'Inspectors'), all financial and other
     records, pertinent corporate documents and properties of Parent
     (collectively, the 'Records') as shall be reasonably necessary to conduct
     due diligence, and cause Parent's officers, directors and employees to
     supply all information reasonably requested by any Inspectors in connection
     with such registration statement. The Selling Holders shall cause such
     Records which Parent determines, in good faith, to be confidential and
     which Parent notifies the Inspectors are confidential to be kept
     confidential by the Inspectors and not used for any purpose other than such
     registration of Registrable Securities, and the Selling Holders shall cause
     the Inspectors not to disclose the Records unless (i) the disclosure of
     such Records is necessary to avoid or correct a misstatement or omission in
     such registration statement or (ii) the release of such Records is ordered
     pursuant to a subpoena or other order from a court of competent
     jurisdiction. Information obtained by any Selling Holder hereunder as a
     result of such inspections shall be deemed confidential and shall be kept
     confidential by the Selling Holders and may not be used by any Selling
     Holder for any purpose other than such registration of Registrable
     Securities. Each Selling Holder will, upon learning that disclosure of such
     Records is sought in a court of competent jurisdiction, give notice to
     Parent and allow Parent, at its expense, to undertake appropriate action to
     prevent disclosure of the Records deemed confidential.
 
          (h) Parent will furnish to each Selling Holder and to each
     Underwriter, if any, a signed counterpart, addressed to such Selling Holder
     or Underwriter, of (i) an opinion or opinions of counsel to Parent and (ii)
     a
 
                                      H-4

     comfort letter or comfort letters from Parent's independent public
     accountants, each in customary form and covering such matters of the type
     customarily covered by opinions or comfort letters, as the case may be, as
     the Holders of a majority of the Registrable Securities included in such
     offering or the managing Underwriter therefor reasonably requests.
 
          (i) Parent will otherwise use its best efforts to comply with all
     applicable rules and regulations of the Commission, and make available to
     its securityholders, as soon as reasonably practicable, an earnings
     statement covering a period of 12 months, beginning within three months

     after the effective date of the registration statement, which earnings
     statement shall satisfy the provisions of Section 11(a) of the Securities
     Act.
 
          (j) Parent will use its best efforts to cause all such Registrable
     Securities to be listed on each securities exchange on which similar
     securities issued by Parent are then listed.
 
     Each Selling Holder of Registrable Securities agrees to promptly furnish in
writing to Parent such information regarding the distribution of the Registrable
Securities as Parent may from time to time reasonably request and such other
information as may be legally required in connection with such registration.
 
     Upon receipt of any notice from Parent of the happening of any event of the
kind described in Section 3.1(e) hereof, each Selling Holder will forthwith
discontinue disposition of Registrable Securities pursuant to the registration
statement covering such Registrable Securities until such Selling Holder's
receipt of the copies of the supplemented or amended prospectus contemplated by
Section 3.1(e) hereof, and, if so directed by Parent, such Selling Holder will
deliver to Parent all copies, other than permanent file copies then in such
Selling Holder's possession, of the most recent prospectus covering such
Registrable Securities at the time of receipt of such notice. In the event
Parent shall give such notice, Parent shall extend the period during which such
registration statement shall be maintained effective (including the period
referred to in Section 3.1(a) hereof) by the number of days during the period
from and including the date of the giving of notice pursuant to Section 3.1(e)
hereof to the date when Parent shall make available to the Selling Holders of
Registrable Securities covered by such registration statement a prospectus
supplemented or amended to conform with the requirements of Section 3.1(e)
hereof.
 
     The procedures set forth in this Section 3.1 shall apply to Piggy-Back
Registrations pursuant to Section 2.2.
 
     SECTION 3.2  Registration Expenses.  In connection with any registration
statement required to be filed hereunder, Parent shall pay the following
Registration expenses incurred in connection with the registration hereunder
(the 'Registration Expenses'): (i) all registration and filing fees, (ii) fees
and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel in connection with blue sky
qualifications of the Registrable Securities), (iii) printing expenses, (iv)
internal expenses (including without limitation, all salaries and expenses of
its officers and employees performing legal or accounting duties), (v) the fees
and expenses incurred in connection with the listing of the Registrable
Securities, and (vi) reasonable fees and disbursements of counsel for Parent and
customary fees and expenses for independent certified public accountants
retained by Parent (including the expenses of any comfort letters or costs
associated with the delivery by independent certified public accountants of a
comfort letter or comfort letters requested pursuant to Section 3.1(h) hereof).
Parent shall have no obligation to pay any underwriting fees, discounts,
commissions or expenses attributable to the sale of Registrable Securities,
including, without limitation, the fees and expenses of any Underwriters and
such Underwriters' counsel, or any out-of-pocket expenses of the Holders (or the
agents who manage their accounts), including, without limitation, the fees and

expenses of any counsel retained by the Holders. Such Holders' fees, discounts,
commissions and expenses shall be paid promptly by the Holders.
 
                                   ARTICLE IV
                        INDEMNIFICATION AND CONTRIBUTION
 
     SECTION 4.1  Indemnification by Parent.  Parent agrees to indemnify and
hold harmless each Selling Holder of Registrable Securities, its officers,
directors and agents, and each Person, if any, who controls such Selling Holder
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act from and against any and all losses, claims, damages, liabilities
and expenses (including reasonable costs of
 
                                      H-5

investigation) caused by any untrue statement or alleged untrue statement of a
material fact contained in any registration statement or prospectus relating to
the Registrable Securities or in any amendment or supplement thereto or in any
preliminary prospectus, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages, liabilities or expenses are caused by any such untrue statement or
omission or alleged untrue statement or omission based upon information
furnished in writing to Parent by such Selling Holder or on such Selling
Holder's behalf expressly for the use therein; provided, that with respect to
any untrue statement or omission or alleged untrue statement or omission made in
any preliminary prospectus, the indemnity agreement contained in this paragraph
shall not apply to the extent that any such loss, claim, damage, liability or
expense results from the fact that a current copy of the prospectus was not sent
or given to the person asserting any such loss, claim, damage, liability or
expense at or prior to the written confirmation of the sale of the Registrable
Securities concerned to such person if it is determined that it was the
responsibility of such Selling Holder to provide such person with a current copy
of the prospectus and such current copy of the prospectus would have cured the
defect giving rise to such loss, claim, damage, liability or expense. Parent
also agrees to indemnify any Underwriters of the Registrable Securities, their
officers and directors and each person who controls such underwriters on
substantially the same basis as that of the indemnification of the Selling
Holders provided in this Section 4.1.
 
     SECTION 4.2  Indemnification by Holders of Registrable Securities.  Each
Selling Holder agrees, severally but not jointly, to indemnify and hold harmless
Parent, its officers, directors and agents and each Person, if any, who controls
Parent within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act to the same extent as the foregoing indemnity from Parent
to such Selling Holder, but only with respect to information furnished in
writing by such Selling Holder or on such Selling Holder's behalf expressly for
use in any registration statement or prospectus relating to the Registrable
Securities, or any amendment or supplement thereto, or any preliminary
prospectus; and provided that the liability of each Selling Holder under the
foregoing indemnity shall be limited to an amount equal to the public offering
price of the Registrable Securities sold by such Selling Holder, less the
applicable underwriting discounts and commissions. Each Selling Holder also
agrees to indemnify and hold harmless Underwriters of the Registrable

Securities, their officers and directors and each person who controls such
Underwriters on substantially the same basis as that of the indemnification of
Parent provided in this Section 4.2.
 
     SECTION 4.3  Conduct of Indemnification Proceeding.  If any action or
proceeding (including any governmental investigation) shall be instituted
involving any person in respect of which indemnity may be sought pursuant to
Section 4.1 or 4.2, such person (an 'Indemnified Party') shall promptly notify
the person against whom such indemnity may be sought (an 'Indemnifying Party')
in writing and the Indemnifying Party shall assume the defense thereof,
including the employment of counsel reasonably satisfactory to such Indemnified
Party, and shall assume the payment of all expenses. Such Indemnified Party
shall have the right to employ separate counsel in any such action and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Party unless (a) the Indemnifying
Party and the Indemnified Party shall have mutually agreed to the retention of
such counsel or (b) the named parties to any such action or proceeding
(including any impleaded parties) include both such Indemnified Party and the
Indemnifying Party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. It
is understood that the Indemnifying Party shall not, in connection with any one
such action or proceeding or separate but substantially similar or related
actions or proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) at
any time for all such Indemnified Parties, and that all such fees and expenses
shall be reimbursed as they are incurred. In the case of any such separate firm
for the Indemnified Parties, such firm shall be designated in writing by the
Indemnified Parties and shall, in the case of a Demand Registration, be
reasonably satisfactory to the Indemnifying Party. The Indemnifying Party shall
not be liable for any settlement of any such action or proceeding effected
without its written consent, but if settled with its written consent, or if
there be a final judgment for the plaintiff in any such action or proceeding,
the Indemnifying Party shall indemnify and hold harmless such Indemnified
Parties from and against any loss or liability (to the extent stated above) by
reason of such settlement or judgment. No Indemnifying Party shall, without the
prior written consent of the Indemnified Party, effect any settlement of any
pending or threatened proceeding in respect of with any Indemnified Party is or
could have been a party and
 
                                      H-6

indemnity could have been sought hereunder by such Indemnified Party, unless
such settlement includes an unconditional release of such Indemnified Party from
all liability arising out of such proceeding.
 
     SECTION 4.4  Contribution.  If the indemnification provided for in this
Article IV is unavailable to the Indemnified Parties in respect of any losses,
claims, damages or liabilities referred to herein, then each such Indemnifying
Party, in lieu of indemnifying such Indemnified Party, shall contribute to the
amount paid or payable by such Indemnified Party as a result of such losses,
claims, damages or liabilities (a) as between Parent and the Selling Holders on
the one hand and the Underwriters on the other, in such proportion as is
appropriate to reflect the relative benefits received by Parent and the Selling

Holders on the one hand and the Underwriters on the other from the offering of
the securities, or if such allocation is not permitted by applicable law, in
such proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of Parent and the Selling Holders on the one hand and of
the Underwriters on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations and (b) as between Parent on the one
hand and each Selling Holder on the other, in such proportion as is appropriate
to reflect the relative fault of Parent and of each Selling Holder in connection
with such statements or omissions, as well as any other relevant equitable
considerations. The relative benefits received by Parent and the Selling Holders
on the one hand and the Underwriters on the other shall be deemed to be in the
same proportion as the total proceeds from the offering (net of underwriting
discounts and commissions but before deducting expenses) received by Parent and
the Selling Holders bear to the total underwriting discounts and commissions
received by the Underwriters, in each case as set forth in the table on the
cover page of the prospectus. The relative fault of Parent and the Selling
Holders on the one hand and of the Underwriters on the other shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by Parent and the Selling Holders
or by the Underwriters. The relative fault of Parent on the one hand and of each
Selling Holder on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by such party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
 
     Parent and the Selling Holders agree that it would not be just and
equitable if contribution pursuant to this Section 4.4 were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an Indemnified Party as a result of the losses,
claims, damages or liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitation set forth above,
any legal or other expenses reasonably incurred by such Indemnified Party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 4.4, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission, and no Selling Holder
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities of such Selling Holder were offered to the
public exceeds the amount of any damages which such Selling Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
 
                                   ARTICLE V

                                 EFFECTIVENESS
 
     SECTION 5.1  Effectiveness.  This Agreement shall become effective only
upon the consummation of the Merger and shall terminate and be void and of no
force or effect if the Merger Agreement is terminated in accordance with its
terms.
                                      H-7

                                   ARTICLE VI
                                 MISCELLANEOUS
 
     SECTION 6.1  Participation in Underwritten Registrations.  No Person may
participate in any underwritten registration hereunder unless such Person (a)
agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements and these
Registration Rights.
 
     SECTION 6.2  Merger, Consolidation, Exchange, Recapitalization, etc.  In
the event, directly or indirectly, (a) Parent shall merge with and into, or
consolidate with, or consummate a share exchange with, any other person, or (b)
any person shall merge with and into, or consolidate, Parent and Parent shall be
the surviving corporation of such merger or consolidation and, in connection
with such merger or consolidation, all or part of the Registrable Securities
shall be changed into or exchanged for stock or other securities of any person,
or (c) any capital stock or other securities are issued in respect of, in
exchange for, or in substitution of, any Parent equity securities by reason of
any reorganization, recapitalization, reclassification, merger, consolidation,
spin-off, partial or complete liquidation, stock dividend, split-up, split-off,
sale of assets, distribution to stockholders or combination of the shares of
Parent equity securities or any Parent's capital structure, then, in each such
case, appropriate adjustments shall be made so as to fairly and equitably
preserve, as far as practicable, the original rights and obligations of the
parties hereto under this Registration Rights Agreement.
 
     SECTION 6.3  Notices.  All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally, telecopied
(which is confirmed) or sent by an overnight courier service, such as FedEx, to
the parties at the following addresses (or at such other address for a party as
shall be specified by like notice):
 
     (a) if to Parent, to:
 
        Union Pacific Corporation
        Martin Towers
        Eighth & Eaton Avenues
        Bethlehem, Pennsylvania 18018
        Attention: Carl W. von Bernuth, Esq.
        Telephone No.: (610) 861-3200
        Telecopy No.: (610) 861-3111

        with a copy to:

        Paul T. Schnell, Esq.
        Skadden, Arps, Slate, Meagher & Flom
        919 Third Avenue
        New York, New York 10022
        Telephone No.: (212) 735-3000
        Telecopy No.: (212) 735-2001

             and
 
     (b) if to the Holders to:
 
        The Anschutz Corporation
        Anschutz Foundation
        Suite 2400
        555 Seventeenth Street
        Denver, Colorado 80202
        Attention: Philip F. Anschutz
        Telephone No.: (303) 298-1000
        Telecopy No.: (303) 298-8881
                                          H-8

     with a copy to:
 
        O'Melveny & Myers
        153 East 53rd Street
        New York, New York 10022
        Attention: Drake S. Tempest, Esq.
        Telephone No.: (212) 326-2000
        Telecopy No.: (212) 326-2091
 
     SECTION 6.4  No Waivers; Remedies.  No failure or delay by any party in
exercising any right, power or privilege under this Agreement shall operate as a
waiver of the right, power or privilege. A single or partial exercise of any
right, power or privilege shall not preclude any other or further exercise of
the right, power or privilege or the exercise of any other right, power or
privilege. The rights and remedies provided in this Agreement shall be
cumulative and not exclusive of any rights or remedies provided by law.
 
     SECTION 6.5  Amendments, etc.  No amendment, modification, termination or
waiver of any provision of this Agreement, and no consent to any departure by a
party to this Agreement from any provision of this Agreement, shall be effective
unless it shall be in writing and signed and delivered by the other party to
this Agreement, and then it shall be effective only in the specific instance and
for the specific purpose for which it is given.
 
     SECTION 6.6  Assignment.  The provisions of this Agreement shall not be
assignable and any transfer of Registrable Securities shall not transfer any
rights under this Agreement to the transferee; provided, however, that (a)
either Holder shall have the right to assign its rights under this Agreement to
any Person who or which (i) acquires at least 20% of the Parent Common Stock
then Beneficially Owned by such Holder, (ii) would then be eligible to report
its ownership of Parent Common Stock (assuming ownership by such Person of a
sufficient number of shares of Parent Common Stock to require such reporting) on
a Schedule 13G, (iii) shall have agreed in writing (which agreement shall be

addressed, and shall be reasonably satisfactory in form and substance, to
Parent) to be bound by and comply with this Agreement with the same force and
effect as if all references herein to the Holders were references to such Person
and (iv) is reasonably acceptable to Parent, and (b) without the consent of
Parent, but subject to clauses (i) and (iii) of subsection (a) above, either
Holder shall have the right to assign its rights under this Agreement to (x) any
financial institution to which such Holder has, in accordance with Section 2(b)
of the Shareholders Agreement, pledged shares of Parent Common Stock, provided
that such assignment shall not be effective until following a default by Holder
under such pledge, or (y) any Affiliate of Mr. Philip F. Anschutz (it being
understood and agreed that any such rights transferred to any such Affiliate
shall terminate if such Affiliate ceases to be an Affiliate of Mr. Philip F.
Anschutz).
 
     SECTION 6.7  Governing Law.  This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York, without
giving effect to the principles of conflicts of laws thereof. All rights and
obligations of Parent and Holders shall be in addition to and not in limitation
of those provided by applicable law.
 
     SECTION 6.8  Counterparts; Effectiveness.  This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if all signatures were on the same instrument.
 
     SECTION 6.9  Severability of Provisions.  Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of the prohibition or
unenforceability without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of the provision in any other
jurisdiction.
 
     SECTION 6.10  Headings and References.  Section headings in this Agreement
are included for the convenience of reference only and do not constitute a part
of this Agreement for any other purpose. Reference to parties and sections in
this Agreement are references to the parties to or the sections of this
Agreement, as the case may be, unless the context shall require otherwise.
 
                                      H-9

     SECTION 6.11  Entire Agreement.  This Agreement embodies the entire
agreement and understanding of the respective parties with respect to the
Holders' registration rights and supersedes all prior agreements or
understandings with respect to such rights.
 
     SECTION 6.12  Survival.  Except as otherwise specifically provided in this
Agreement, each representation, warranty or covenant of each party to this
Agreement contained in or made pursuant to this Agreement shall survive and
remain in full force and effect, notwithstanding any investigation or notice to
the contrary or any waiver by any other party of a related condition precedent
to the performance by the other party of an obligation under this Agreement.
 
     SECTION 6.13  Non-Exclusive Jurisdiction.  Each party hereto (a) agrees
that any action, suit or proceeding (collectively, an 'Action') with respect to
this Agreement may be brought in the courts of the United States of America for

the Southern District of New York, (b) accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of those courts and
(c) irrevocably waives any objection, including, without limitation, any
objection to the laying of venue or based on the grounds of FORUM NON
CONVENIENS, which it may now or hereafter have to the bringing of any Action in
those jurisdictions.
 
     SECTION 6.14  Waiver of Jury Trial.  Each party waives any right to a trial
by jury in any Action to enforce or defend any right under this Agreement or any
amendment, instrument, document or agreement delivered, or which in the future
may be delivered, in connection with this Agreement and agrees that any Action
shall be tried before a court and not before a jury.
 
     SECTION 6.15  Specific Performance.  Each of the parties hereto recognizes
and acknowledges that a breach by it of any covenants or agreements contained in
this Agreement will cause the other party to sustain damages for which it would
not have an adequate remedy at law for money damages, and therefore each of the
parties hereto agrees that in the event of any such breach the aggrieved party
shall be entitled to the remedy of specific performance of such covenants and
agreements and injunctive and other equitable relief in addition to any other
remedy to which it may be entitled, at law or in equity.
 
     SECTION 6.16  No Inconsistent Agreements.  Parent is not as of the date
hereof subject to any agreement with respect to the registration under the
Securities Act of any securities of Parent or otherwise, and prior to the
Termination Date shall not enter into any such agreement that is inconsistent
with the provisions of this Agreement, including, without limitation, the order
of priority by which the total amount of securities of Parent to be included in
any offering subject to Article II hereof shall be reduced pursuant to Section
2.3 hereof.
 
                                      H-10

     IN WITNESS WHEREOF, Parent and the Holders have caused this Agreement to be
duly executed as of the date first above written.
 
                                          UNION PACIFIC CORPORATION
 
                                          By: /s/ DREW LEWIS
                                              ---------------------------------
                                              NAME: Drew Lewis
                                              Title: Chairman and Chief 
                                                       Executive Officer
 
                                          THE ANSCHUTZ CORPORATION

                                          By: /s/ PHILIP F. ANSCHUTZ
                                              ---------------------------------
                                              NAME: Philip F. Anschutz
                                              Title: President

                                            ANSCHUTZ FOUNDATION

                                          By: /s/ PHILIP F. ANSCHUTZ
                                              ---------------------------------
                                              NAME: Philip F. Anschutz
                                              Title: Chairman of the Board
 
                                      H-11

                                                                         ANNEX I
 
                         REGISTRATION RIGHTS AGREEMENT
 
     REGISTRATION RIGHTS AGREEMENT, dated as of August 3, 1995, among Union
Pacific Resources Group Inc., a Utah corporation ('Spinco'), The Anschutz
Corporation, a Kansas corporation ('TAC'), and Anschutz Foundation, a Colorado
not-for-profit corporation (the 'Foundation' and, together with TAC, the
'Holders').
 
                             W I T N E S S E T H :
 
     WHEREAS, simultaneously with the execution of this Agreement, Union Pacific
Corporation, a Utah corporation ('Parent'), Union Pacific Railroad Company, a
Utah corporation and an indirect wholly owned subsidiary of Parent ('UPRR'), UP
Acquisition Corporation, a Delaware corporation and a direct wholly owned
subsidiary of UPRR ('Purchaser'), and Southern Pacific Rail Corporation, a
Delaware corporation (the 'Company'), have entered into an Agreement and Plan of
Merger (as such Agreement may be amended from time to time, the 'Merger
Agreement'), pursuant to which, among other things, Purchaser has agreed to
commence a cash tender offer (the 'Offer') to purchase up to 39,034,471 shares
of common stock, $.001 par value, of the Company and the Company will be merged
with and into UPRR (the 'Merger');
 
     WHEREAS, pursuant to the Merger, the Holders will receive shares of Common
Stock, par value $2.50 per share, of Parent;
 
     WHEREAS, Parent intends to effect an initial public offering of no more
than 17.25% (not including employee shares or employee options) of, and to
distribute to its shareholders as a pro rata dividend (the 'Spin-off') the
remainder of the shares of capital stock of Spinco;
 
     WHEREAS, the Holders, as a result of the Merger and the Spin-off, may
beneficially own certain shares of capital stock of Spinco (the 'Spinco
Shares');
 
     WHEREAS, Spinco and the Holders are simultaneously herewith entering into a
Shareholders Agreement (the 'Shareholders Agreement'), pursuant to which, among
other things, the Holders have agreed to abide by certain agreements relating to
the Spinco Shares;
 
     WHEREAS, as an inducement and a condition to their entering into the
Shareholders Agreement and voting for the Merger, the Holders have required that
Parent agree, and Parent has agreed, to cause Spinco to enter into this
Registration Rights Agreement providing, among other things, for the
registration under the Securities Act of 1933, as amended (the 'Securities
Act'), of Spinco Shares to be disposed of by the Holders;
 
     NOW, THEREFORE, in consideration of the foregoing and the mutual promises,
representations, warranties, covenants and agreements contained herein and in
the Shareholders Agreement, the parties hereto, intending to be legally bound
hereby, agree as follows:

                                   ARTICLE I
                                  DEFINITIONS
 
     SECTION 1.1.  Definitions.  Capitalized terms used and not defined herein
have the respective meanings ascribed to them in the Merger Agreement. In
addition, for purposes of this Agreement:
 
          (a) 'Affiliate' shall mean, with respect to any specified Person, any
     Person that, directly, or indirectly through one or more intermediaries,
     controls, or is controlled by, or is under common control with, the Person
     specified. For the purposes of this definition, 'control' (including, with
     correlative meanings, the term 'controlled by' and 'under common control
     with'), as used with respect to any Person, means the possession, directly
     or indirectly, of the power to direct or cause the direction of the
     management and policies of such Person, whether through the ownership of
     voting securities, by contract or otherwise.
 
          (b) 'Commission' shall mean the Securities and Exchange Commission.
 
          (c) 'Demand Registration' shall mean a Demand Registration as defined
     in Section 2.1.
 
                                      I-1

          (d) 'Person' shall mean an individual, corporation, partnership, joint
     venture, association, trust, unincorporated organization or other entity.
 
          (e) 'Piggy-Back Registration' shall mean a Piggy-Back Registration as
     defined in Section 2.2.
 
          (f) 'Registrable Securities' shall mean any Spinco Shares received by
     the Holders pursuant to the Spin-off until (i) a registration statement
     covering such security has been declared effective by the Commission and it
     has been disposed of pursuant to such effective registration statement,
     (ii) it has been sold under circumstances in which all of the applicable
     conditions of Rules 145 and 144 or Rule 144A (or any similar provisions
     then in force) under the Securities Act are met, or (iii) it has been
     otherwise transferred and Spinco has delivered a new certificate or other
     evidence of ownership for it not bearing a restrictive legend and it may be
     resold without subsequent registration under the Securities Act.
 
          (g) 'Selling Holder' means a Holder who is selling Registrable
     Securities pursuant to a registration statement under the Securities Act.
 
          (h) 'Termination Date' means the seventh anniversary of the date on
     which the Spin-off is consummated.
 
          (i) 'Underwriter' means a securities dealer which purchases any
     Registrable Securities as principal and not as part of such dealer's
     market-making activities.
 
                                   ARTICLE II
                              REGISTRATION RIGHTS

     SECTION 2.1.  Demand Registrations.  (a) Request for Registration.  Any
Holder may make, at any time or from time to time after the date on which the
Spin-off is consummated, subject to the terms herein and until and including the
Termination Date of this Agreement, a written request for registration under the
Securities Act of all or part of the Registrable Securities then held by such
Holder (a 'Demand Registration'); provided, that Spinco shall not be obligated
to effect more than three Demand Registrations for the Holders in total pursuant
to this Agreement. Such request will specify the number of Registrable
Securities proposed to be sold by the Holder(s) and will also specify the
intended method of disposition thereof. Spinco will give written notice of such
registration request to all the Holders of the Registrable Securities and,
subject to Section 2.3, include in such registration all such Registrable
Securities with respect to which Spinco has received written requests for
inclusion therein within 20 business days after receipt by the Holders of
Spinco's notice. Each request will also specify the number of Registrable
Securities to be registered and the intended disposition thereof.
 
     (b) Effective Registration.  A Demand Registration will not count as a
Demand Registration unless and until it has become effective.
 
     (c) Underwriting of Demand Registrations.  At the election of the Holders,
the offering of such Registrable Securities pursuant to such Demand Registration
shall be in the form of an underwritten offering. The Holder requesting the
Demand Registration (with the consent of Spinco, not to be unreasonably
withheld) shall select the book-running managing Underwriter in connection with
such offering and any additional investment bankers and managers to be used in
connection with the offering. To the extent 10% or more of the Registrable
Securities so requested to be registered in a Demand Registration are excluded
from the offering in accordance with Section 2.3, there shall be provided one
additional Demand Registration under Section 2.1(a).
 
     SECTION 2.2.  Piggy-Back Registration.  If Spinco proposes to file a
registration statement under the Securities Act with respect to an offering by
Spinco for its own account or for the account of any of its respective
securityholders of any class of equity security (other than a registration
statement on Form S-4 or S-8 (or any substitute form that may be adopted by the
Commission) or filed in connection with an exchange offer or offering of
securities solely to Spinco's existing securityholders or a registration
statement filed by Spinco to comply with its obligations under Demand
Registrations pursuant to Section 2.1 hereof), then Spinco shall give written
notice of such proposed filing to the Holders of Registrable Securities as soon
as practicable (but in no event less than 10 days before the anticipated filing
date), and such notice shall offer such Holders the opportunity to register such
number of shares of Registrable Securities as each such Holder may request (a
'Piggy-Back Registration').
 
                                      I-2

Spinco shall use its best efforts to cause the managing Underwriter or
Underwriters of a proposed underwritten offering to permit the Registrable
Securities requested to be included in a Piggy-Back Registration to be included
on the same terms and conditions as any similar securities of Spinco included
therein.

     SECTION 2.3.  Reduction of Offering.  Notwithstanding anything contained in
this Registration Rights Agreement, if the managing Underwriter or Underwriters
of an offering described in Section 2.1 or 2.2 delivers a written opinion to the
Holders of the Registrable Securities to be included in such offering that the
success of the offering would be materially and adversely affected by inclusion
of all the Registrable Securities requested to be included either because of (a)
the size of the offering that the Holders, Spinco and such other persons intend
to make or (b) the kind of securities that the Holders, Spinco and any other
persons or entities intend to include in such offering, then (A) in the event
that the size of the offering is the basis of such Underwriter's opinion, the
amount of securities to be offered for the accounts of Holders shall be reduced
to the extent necessary to reduce the total amount of securities to be included
in such offering to the amount recommended by such managing Underwriter or
Underwriters and Spinco will include in the registration the maximum number of
securities which it is so advised can be sold without such adverse effect,
allocated, on a pro-rata basis within each following order of priority, as
follows:
 
          (i) FIRST, any securities proposed to be registered by Holder(s)
     exercising a Demand Registration right pursuant to this Agreement or any
     securities proposed to be included in such Demand Registration by other
     Holder(s) as contemplated by Section 2.1(a);
 
          (ii) SECOND, any securities proposed to be registered by Spinco for
     its own account; and
 
          (iii) THIRD, any other securities proposed to be registered for the
     account of the Holders in a Piggy-Back Registration or any securities
     proposed to be registered by another holder(s) pursuant to a registration
     rights agreement entered into between such other holder(s) and Spinco who
     are exercising 'piggy-back' registration rights;
 
and (B) in the event that the kind of securities to be offered is the basis of
such Underwriter's opinion, (x) the Registrable Securities to be included in
such offering shall be reduced as described in clause (A) above or (y) if the
actions described in the immediately preceding clause (x) would, in the judgment
of the managing Underwriter, be insufficient to eliminate substantially the
material and adverse effect that inclusion of the Registration Securities
requested to be included would have on such offering, such Registrable
Securities will be excluded from such offering.
 
                                  ARTICLE III
                            REGISTRATION PROCEDURES
 
     SECTION 3.1.  Filings; Information.  Whenever the Holders have requested
that any Registrable Securities be registered pursuant to Section 2.1 hereof,
Spinco will use its best efforts to effect the registration and facilitate the
sale of such Registrable Securities in accordance with the intended method of
disposition thereof as promptly as practicable, and in connection with any such
request:
 
          (a) Spinco will as expeditiously as possible prepare and file with the
     Commission a registration statement on any form for which Spinco then
     qualifies or which counsel for Spinco shall deem appropriate and which form

     shall be available for the sale of the Registrable Securities to be
     registered thereunder in accordance with the intended method of
     distribution thereof, and use its best efforts to cause such filed
     registration statement to become and remain effective for a period of not
     less than 180 days (90 days in the case of a fully underwritten offering
     other than pursuant to Rule 415 under the Securities Act); provided that if
     Spinco shall furnish to the Holders making a request pursuant to Section
     2.1 a certificate signed by either its Chairman or President stating that
     in his good faith judgment it would be significantly disadvantageous to
     Spinco or its shareholders for such a registration statement to be filed as
     expeditiously as possible, Spinco shall have a period of not more than 90
     days within which to file such registration statement measured from the
     date of receipt of the request in accordance with Section 2.1.
 
          (b) Spinco will, if requested, prior to filing a registration
     statement or prospectus or any amendment or supplement thereto, furnish and
     allow a reasonable time for review and comment to each Selling Holder and
 
                                      I-3

     each Underwriter, if any, of the Registrable Securities covered by such
     registration statement copies of such registration statement as proposed to
     be filed, and thereafter furnish to such Selling Holder and Underwriter, if
     any, such number of copies of such registration statement, each amendment
     and supplement thereto (in each case including all exhibits thereto and
     documents incorporated by reference therein), the prospectus included in
     such registration statement (including each preliminary prospectus) and
     such other documents as such Selling Holder or Underwriter may reasonably
     request in order to facilitate the disposition of the Registrable
     Securities owned by such Selling Holder.
 
          (c) After the filing of the registration statement, Spinco will
     promptly notify each Selling Holder of Registrable Securities covered by
     such registration statement of any stop order issued or threatened by the
     Commission and take all reasonable actions required to prevent the entry of
     such stop order or to remove it if entered.
 
          (d) Spinco will use its best efforts to (i) register or qualify the
     Registrable Securities under such other securities or blue sky laws of such
     jurisdictions in the United States as any Selling Holder reasonably (in
     light of such Selling Holder's intended plan of distribution) requests and
     (ii) cause such Registrable Securities to be registered with or approved by
     such other governmental agencies or authorities as may be necessary by
     virtue of the business and operations of Spinco and do any and all other
     acts and things that may be reasonably necessary or advisable to enable
     such Selling Holder to consummate the disposition of the Registrable
     Securities owned by such Selling Holder; provided that Spinco will not be
     required to (A) qualify generally to do business in any jurisdiction where
     it would not otherwise be required to qualify but for this paragraph (d),
     (B) subject itself to taxation in any such jurisdiction, (C) consent to
     general service of process in any such jurisdiction or (D) consent to any
     material restrictions on the conduct of its business or any restrictions on
     payments to any stockholders of Spinco; and provided further that the
     Holders will not be required to take any action pursuant to this paragraph

     (d).
 
          (e) Spinco will promptly notify each Selling Holder of such
     Registrable Securities, at any time when a prospectus relating thereto is
     required to be delivered under the Securities Act, of the occurrence of an
     event requiring the preparation of a supplement or amendment to such
     prospectus so that, as thereafter delivered to the purchasers of such
     Registrable Securities, such prospectus will not contain an untrue
     statement of a material fact or omit to state any material fact required to
     be stated therein or necessary to make the statements therein not
     misleading and promptly make available to each Selling Holder any such
     supplement or amendment.
 
          (f) Spinco and each Selling Holder will enter into customary
     agreements (including an underwriting agreement in customary form
     containing customary representations, warranties, covenants, opinions,
     certificates, cross-indemnification and contribution provisions) and take
     such other actions as are reasonably required in order to expedite or
     facilitate the disposition of such Registrable Securities.
 
          (g) Spinco will make available for inspection by any Selling Holder of
     such Registrable Securities, any Underwriter participating in any
     disposition pursuant to such registration statement and any attorney,
     accountant or other professional retained by any such Selling Holder or
     Underwriter (collectively, the 'Inspectors'), all financial and other
     records, pertinent corporate documents and properties of Spinco
     (collectively, the 'Records') as shall be reasonably necessary to conduct
     due diligence, and cause Spinco's officers, directors and employees to
     supply all information reasonably requested by any Inspectors in connection
     with such registration statement. The Selling Holders shall cause such
     Records which Spinco determines, in good faith, to be confidential and
     which Spinco notifies the Inspectors are confidential to be kept
     confidential by the Inspectors and not used for any purpose other than such
     registration of Registrable Securities, and the Selling Holders shall cause
     the Inspectors not to disclose the Records unless (i) the disclosure of
     such Records is necessary to avoid or correct a misstatement or omission in
     such registration statement or (ii) the release of such Records is ordered
     pursuant to a subpoena or other order from a court of competent
     jurisdiction. Information obtained by any Selling Holder hereunder as a
     result of such inspections shall be deemed confidential and shall be kept
     confidential by the Selling Holders and may not be used by any Selling
     Holder for any purpose other than such registration of Registrable
     Securities. Each Selling Holder will, upon learning that disclosure of such
     Records is sought in a court of competent jurisdiction,
 
                                      I-4

     give notice to Spinco and allow Spinco, at its expense, to undertake
     appropriate action to prevent disclosure of the Records deemed
     confidential.
 
          (h) Spinco will furnish to each Selling Holder and to each
     Underwriter, if any, a signed counterpart, addressed to such Selling Holder
     or Underwriter, of (i) an opinion or opinions of counsel to Spinco and (ii)

     a comfort letter or comfort letters from Spinco's independent public
     accountants, each in customary form and covering such matters of the type
     customarily covered by opinions or comfort letters, as the case may be, as
     the Holders of a majority of the Registrable Securities included in such
     offering or the managing Underwriter therefor reasonably requests.
 
          (i) Spinco will otherwise use its best efforts to comply with all
     applicable rules and regulations of the Commission, and make available to
     its security-holders, as soon as reasonably practicable, an earnings
     statement covering a period of 12 months, beginning within three months
     after the effective date of the registration statement, which earnings
     statement shall satisfy the provisions of Section 11(a) of the Securities
     Act.
 
          (j) Spinco will use its best efforts to cause all such Registrable
     Securities to be listed on each securities exchange on which similar
     securities issued by Spinco are then listed.
 
     Each Selling Holder of Registrable Securities agrees to promptly furnish in
writing to Spinco such information regarding the distribution of the Registrable
Securities as Spinco may from time to time reasonably request and such other
information as may be legally required in connection with such registration.
 
     Upon receipt of any notice from Spinco of the happening of any event of the
kind described in Section 3.1(e) hereof, each Selling Holder will forthwith
discontinue disposition of Registrable Securities pursuant to the registration
statement covering such Registrable Securities until such Selling Holder's
receipt of the copies of the supplemented or amended prospectus contemplated by
Section 3.1(e) hereof, and, if so directed by Spinco, such Selling Holder will
deliver to Spinco all copies, other than permanent file copies then in such
Selling Holder's possession, of the most recent prospectus covering such
Registrable Securities at the time of receipt of such notice. In the event
Spinco shall give such notice, Spinco shall extend the period during which such
registration statement shall be maintained effective (including the period
referred to in Section 3.1(a) hereof) by the number of days during the period
from and including the date of the giving of notice pursuant to Section 3.1(e)
hereof to the date when Spinco shall make available to the Selling Holders of
Registrable Securities covered by such registration statement a prospectus
supplemented or amended to conform with the requirements of Section 3.1(e)
hereof.
 
     The procedures set forth in this Section 3.1 shall apply to Piggy-Back
Registrations pursuant to Section 2.2.
 
     SECTION 3.2.  Registration Expenses.  In connection with any registration
statement required to be filed hereunder, Spinco shall pay the following
Registration expenses incurred in connection with the registration hereunder
(the 'Registration Expenses'): (i) all registration and filing fees, (ii) fees
and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel in connection with blue sky
qualifications of the Registrable Securities), (iii) printing expenses, (iv)
internal expenses (including without limitation, all salaries and expenses of
its officers and employees performing legal or accounting duties), (v) the fees
and expenses incurred in connection with the listing of the Registrable

Securities, and (vi) reasonable fees and disbursements of counsel for Spinco and
customary fees and expenses for independent certified public accountants
retained by Spinco (including the expenses of any comfort letters or costs
associated with the delivery by independent certified public accountants of a
comfort letter or comfort letters requested pursuant to Section 3.1(h) hereof).
Spinco shall have no obligation to pay any underwriting fees, discounts,
commissions or expenses attributable to the sale of Registrable Securities,
including, without limitation, the fees and expenses of any Underwriters and
such Underwriters' counsel, or any out-of-pocket expenses of the Holders (or the
agents who manage their accounts), including, without limitation, the fees and
expenses of any counsel retained by the Holders. Such Holders' fees, discounts,
commissions and expenses shall be paid promptly by the Holders.
 
                                      I-5

                                   ARTICLE IV
                        INDEMNIFICATION AND CONTRIBUTION
 
     SECTION 4.1.  Indemnification by Spinco.  Spinco agrees to indemnify and
hold harmless each Selling Holder of Registrable Securities, its officers,
directors and agents, and each Person, if any, who controls such Selling Holder
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act from and against any and all losses, claims, damages, liabilities
and expenses (including reasonable costs of investigation) caused by any untrue
statement or alleged untrue statement of a material fact contained in any
registration statement or prospectus relating to the Registrable Securities or
in any amendment or supplement thereto or in any preliminary prospectus, or
caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages, liabilities or
expenses are caused by any such untrue statement or omission or alleged untrue
statement or omission based upon information furnished in writing to Spinco by
such Selling Holder or on such Selling Holder's behalf expressly for the use
therein; provided, that with respect to any untrue statement or omission or
alleged untrue statement or omission made in any preliminary prospectus, the
indemnity agreement contained in this paragraph shall not apply to the extent
that any such loss, claim, damage, liability or expense results from the fact
that a current copy of the prospectus was not sent or given to the person
asserting any such loss, claim, damage, liability or expense at or prior to the
written confirmation of the sale of the Registrable Securities concerned to such
person if it is determined that it was the responsibility of such Selling Holder
to provide such person with a current copy of the prospectus and such current
copy of the prospectus would have cured the defect giving rise to such loss,
claim, damage, liability or expense. Spinco also agrees to indemnify any
Underwriters of the Registrable Securities, their officers and directors and
each person who controls such underwriters on substantially the same basis as
that of the indemnification of the Selling Holders provided in this Section 4.1.
 
     SECTION 4.2.  Indemnification by Holders of Registrable Securities.  Each
Selling Holder agrees, severally but not jointly, to indemnify and hold harmless
Spinco, its officers, directors and agents and each Person, if any, who controls
Spinco within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act to the same extent as the foregoing indemnity from Spinco
to such Selling Holder, but only with respect to information furnished in

writing by such Selling Holder or on such Selling Holder's behalf expressly for
use in any registration statement or prospectus relating to the Registrable
Securities, or any amendment or supplement thereto, or any preliminary
prospectus; and provided that the liability of each Selling Holder under the
foregoing indemnity shall be limited to an amount equal to the public offering
price of the Registrable Securities sold by such Selling Holder, less the
applicable underwriting discounts and commissions. Each Selling Holder also
agrees to indemnify and hold harmless Underwriters of the Registrable
Securities, their officers and directors and each person who controls such
Underwriters on substantially the same basis as that of the indemnification of
Spinco provided in this Section 4.2.
 
     SECTION 4.3.  Conduct of Indemnification Proceeding.  If any action or
proceeding (including any governmental investigation) shall be instituted
involving any person in respect of which indemnity may be sought pursuant to
Section 4.1 or 4.2, such person (an 'Indemnified Party') shall promptly notify
the person against whom such indemnity may be sought (an 'Indemnifying Party')
in writing and the Indemnifying Party shall assume the defense thereof,
including the employment of counsel reasonably satisfactory to such Indemnified
Party, and shall assume the payment of all expenses. Such Indemnified Party
shall have the right to employ separate counsel in any such action and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Party unless (a) the Indemnifying
Party and the Indemnified Party shall have mutually agreed to the retention of
such counsel or (b) the named parties to any such action or proceeding
(including any impleaded parties) include both such Indemnified Party and the
Indemnifying Party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. It
is understood that the Indemnifying Party shall not, in connection with any one
such action or proceeding or separate but substantially similar or related
actions or proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) at
any time for all such Indemnified Parties, and that all such fees and expenses
shall be reimbursed as they are incurred. In the case of any such separate firm
for the Indemnified Parties, such firm shall be designated in writing by the
Indemnified
 
                                      I-6

Parties and shall, in the case of a Demand Registration, be reasonably
satisfactory to the Indemnifying Party. The Indemnifying Party shall not be
liable for any settlement of any such action or proceeding effected without its
written consent, but if settled with its written consent, or if there be a final
judgment for the plaintiff in any such action or proceeding, the Indemnifying
Party shall indemnify and hold harmless such Indemnified Parties from and
against any loss or liability (to the extent stated above) by reason of such
settlement or judgment. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, effect any settlement of any pending or
threatened proceeding in respect of with any Indemnified Party is or could have
been a party and indemnity could have been sought hereunder by such Indemnified
Party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability arising out of such proceeding.

     SECTION 4.4.  Contribution.  If the indemnification provided for in this
Article IV is unavailable to the Indemnified Parties in respect of any losses,
claims, damages or liabilities referred to herein, then each such Indemnifying
Party, in lieu of indemnifying such Indemnified Party, shall contribute to the
amount paid or payable by such Indemnified Party as a result of such losses,
claims, damages or liabilities (a) as between Spinco and the Selling Holders on
the one hand and the Underwriters on the other, in such proportion as is
appropriate to reflect the relative benefits received by Spinco and the Selling
Holders on the one hand and the Underwriters on the other from the offering of
the securities, or if such allocation is not permitted by applicable law, in
such proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of Spinco and the Selling Holders on the one hand and of
the Underwriters on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations and (b) as between Spinco on the one
hand and each Selling Holder on the other, in such proportion as is appropriate
to reflect the relative fault of Spinco and of each Selling Holder in connection
with such statements or omissions, as well as any other relevant equitable
considerations. The relative benefits received by Spinco and the Selling Holders
on the one hand and the Underwriters on the other shall be deemed to be in the
same proportion as the total proceeds from the offering (net of underwriting
discounts and commissions but before deducting expenses) received by Spinco and
the Selling Holders bear to the total underwriting discounts and commissions
received by the Underwriters, in each case as set forth in the table on the
cover page of the prospectus. The relative fault of Spinco and the Selling
Holders on the one hand and of the Underwriters on the other shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by Spinco and the Selling Holders
or by the Underwriters. The relative fault of Spinco on the one hand and of each
Selling Holder on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by such party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
 
     Spinco and the Selling Holders agree that it would not be just and
equitable if contribution pursuant to this Section 4.4 were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an Indemnified Party as a result of the losses,
claims, damages or liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitation set forth above,
any legal or other expenses reasonably incurred by such Indemnified Party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 4.4, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission, and no Selling Holder
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities of such Selling Holder were offered to the

public exceeds the amount of any damages which such Selling Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
 
                                      I-7

                                   ARTICLE V
                                 EFFECTIVENESS
 
     SECTION 5.1.  Effectiveness.  This Agreement shall become effective only
upon the consummation of the Spin-off and shall terminate and be void and of no
force or effect if the Merger Agreement is terminated in accordance with Article
VII thereof.
 
                                   ARTICLE VI
                                 MISCELLANEOUS
 
     SECTION 6.1.  Participation in Underwritten Registrations.  No Person may
participate in any underwritten registration hereunder unless such Person (a)
agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements and these
Registration Rights.
 
     SECTION 6.2.  Merger, Consolidation, Exchange, Recapitalization etc.  In
the event, directly or indirectly, (a) Spinco shall merge with and into, or
consolidate with, or consummate a share exchange with, any other person, or (b)
any person shall merge with and into, or consolidate, Spinco and Spinco shall be
the surviving corporation of such merger or consolidation and, in connection
with such merger or consolidation, all or part of the Registrable Securities
shall be changed into or exchanged for stock or other securities of any person,
or (c) any capital stock or other securities are issued in respect of, in
exchange for, or in substitution of, any Spinco equity securities by reason of
any reorganization, recapitalization, reclassification, merger, consolidation,
spin-off, partial or complete liquidation, stock dividend, split-up, split-off,
sale of assets, distribution to stockholders or combination of the shares of
Spinco equity securities or any Spinco's capital structure, then, in each such
case, appropriate adjustments shall be made so as to fairly and equitably
preserve, as far as practicable, the original rights and obligations of the
parties hereto under this Registration Rights Agreement.
 
     SECTION 6.3.  Notices.  All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally,
telecopied (which is confirmed) or sent by an overnight courier service, such as
FedEx, to the parties at the following addresses (or at such other address for a
party as shall be specified by like notice):
 
          (a) if to Spinco, to:

              Union Pacific Resources Group Inc.
              P.O. Box 7
              801 Cherry Street
              Forth Worth, Texas 76101
              Attention: B.J. Zimmerman, Esq.
              Telephone No.: (817) 877-6000
              Telecopy No.: (817) 877-7522
 
          with a copy to:
 
              Paul T. Schnell, Esq.
              Skadden, Arps, Slate, Meagher, & Flom
              919 Third Avenue
              New York, New York 10022
              Telephone No.: (212) 735-3000
              Telecopy No.: (212) 735-2001
 
                                      I-8

          and
 
          (b) if to the Holders, to:
 
              The Anschutz Corporation
              Anschutz Foundation
              Suite 2400
              555 Seventeenth Street
              Denver, Colorado 80202
              Attention: Philip F. Anschutz
              Telephone No.: (303) 298-1000
              Telecopy No.: (303) 298-8881
 
         with a copy to:
 
              O'Melveny & Myers
              153 East 53rd Street
              New York, New York 10022
              Attention: Drake S. Tempest, Esq.
              Telephone No.: (212) 326-2000
              Telecopy No.: (212) 326-2091
 
     SECTION 6.4.  No Waivers; Remedies.  No failure or delay by any party in
exercising any right, power or privilege under this Agreement shall operate as a
waiver of the right, power or privilege. A single or partial exercise of any
right, power or privilege shall not preclude any other or further exercise of
the right, power or privilege or the exercise of any other right, power or
privilege. The rights and remedies provided in this Agreement shall be
cumulative and not exclusive of any rights or remedies provided by law.
 
     SECTION 6.5.  Amendments, etc.  No amendment, modification, termination or
waiver of any provision of this Agreement, and no consent to any departure by a
party to this Agreement from any provision of this Agreement, shall be effective
unless it shall be in writing and signed and delivered by the other party to
this Agreement, and then it shall be effective only in the specific instance and

for the specific purpose for which it is given.
 
     SECTION 6.6.  Assignment.  The provisions of this Agreement shall not be
assignable and any transfer of Registrable Securities shall not transfer any
rights under this Agreement to the transferee; provided, however, that (a)
either Holder shall have the right to assign its rights under this Agreement to
any Person who or which (i) acquires at least 20% of the Spinco Shares then
Beneficially Owned by such Holder, (ii) would then be eligible to report its
ownership of Spinco Shares (assuming ownership by such Person of a sufficient
number of Spinco Shares to require such reporting) on a Schedule 13G, (iii)
shall have agreed in writing (which agreement shall be addressed, and shall be
reasonably satisfactory in form and substance, to Spinco) to be bound by and
comply with this Agreement with the same force and effect as if all references
herein to the Holder were references to such Person, and (iv) is reasonably
acceptable to Spinco and (b) without the consent of Spinco, but subject to
clauses (i) and (iii) of subsection (a) above, either Holder shall have the
right to assign its rights under this Agreement to (x) any financial institution
to which such Holder has, in accordance with Section 3 of the Shareholders
Agreement, pledged Spinco Shares, provided that such assignment shall not be
effective until following a default by Holder under such pledge, or (y) any
Affiliate of Mr. Philip F. Anschutz (it being understood and agreed that any
such rights transferred to any such Affiliate shall terminate if such Affiliate
ceases to be an Affiliate of Mr. Philip F. Anschutz).
 
     SECTION 6.7.  Governing Law.  This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York, without
giving effect to the principles of conflicts of laws thereof. All rights and
obligations of Spinco and Holders shall be in addition to and not in limitation
of those provided by applicable law.
 
     SECTION 6.8.  Counterparts; Effectiveness.  This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if all signatures were on the same instrument.
 
                                      I-9

     SECTION 6.9.  Severability of Provisions.  Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of the prohibition or
unenforceability without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of the provision in any other
jurisdiction.
 
     SECTION 6.10.  Headings and References.  Section headings in this Agreement
are included for the convenience of reference only and do not constitute a part
of this Agreement for any other purpose. Reference to parties and sections in
this Agreement are references to the parties to or the sections of this
Agreement, as the case may be, unless the context shall require otherwise.
 
     SECTION 6.11.  Entire Agreement.  This Agreement embodies the entire
agreement and understanding of the respective parties with respect to the
Holders' registration rights and supersedes all prior agreements or
understandings with respect to such rights.

     SECTION 6.12.  Survival.  Except as otherwise specifically provided in this
Agreement, each representation, warranty or covenant of each party to this
Agreement contained in or made pursuant to this Agreement shall survive and
remain in full force and effect, notwithstanding any investigation or notice to
the contrary or any waiver by any other party of a related condition precedent
to the performance by the other party of an obligation under this Agreement.
 
     SECTION 6.13.  Non-Exclusive Jurisdiction.  Each party hereto (a) agrees
that any action, suit or proceeding (collectively, an 'Action') with respect to
this Agreement may be brought in the courts of the United States of America for
the Southern District of New York, (b) accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of those courts and
(c) irrevocably waives any objection, including, without limitation, any
objection to the laying of venue or based on the grounds of FORUM NON
CONVENIENS, which it may now or hereafter have to the bringing of any Action in
those jurisdictions.
 
     SECTION 6.14.  Waiver of Jury Trial.  Each party waives any right to a
trial by jury in any Action to enforce or defend any right under this Agreement
or any amendment, instrument, document or agreement delivered, or which in the
future may be delivered, in connection with this Agreement and agrees that any
Action shall be tried before a court and not before a jury.
 
     SECTION 6.15.  Specific Performance.  Each of the parties hereto recognizes
and acknowledges that a breach by it of any covenants or agreements contained in
this Agreement will cause the other party to sustain damages for which it would
not have an adequate remedy at law for money damages, and therefore each of the
parties hereto agrees that in the event of any such breach the aggrieved party
shall be entitled to the remedy of specific performance of such covenants and
agreements and injunctive and other equitable relief in addition to any other
remedy to which it may be entitled, at law or in equity.
 
     SECTION 6.16.  No Inconsistent Agreements.  Spinco is not as of the date
hereof subject to any agreement with respect to the registration under the
Securities Act of any securities of Spinco or otherwise, and prior to the
Termination Date shall not enter into any such agreement that is inconsistent
with the provisions of this Agreement, including, without limitation, the order
of priority by which the total amount of securities of Spinco to be included in
any offering subject to Article II hereof shall be reduced pursuant to Section
2.3 hereof.
 
                                      I-10

     IN WITNESS WHEREOF, Spinco and the Holders have caused this Agreement to be
duly executed as of the date first above written.
 
                                          UNION PACIFIC RESOURCES GROUP INC.
 
                                          By: /s/ JACK L. MESSMAN
                                              ---------------------------------
                                              Name: Jack L. Messman
                                              Title: President and Chief
                                                       Executive Officer
 
                                          THE ANSCHUTZ CORPORATION

                                          By: /s/ PHILIP F. ANSCHUTZ
                                              ---------------------------------
                                              Name: Philip F. Anschutz
                                              Title: President
 
                                          ANSCHUTZ FOUNDATION
 
                                          By: /s/ PHILIP F. ANSCHUTZ
                                              ---------------------------------
                                              Name: Philip F. Anschutz
                                              Title: Chairman of the Board
 
                                      I-11

                                                                         ANNEX J
 
                         REGISTRATION RIGHTS AGREEMENT
 
     REGISTRATION RIGHTS AGREEMENT, dated as of August 3, 1995, between UP
Acquisition Corporation, a Delaware corporation (the 'Holder' and, collectively
with any of its successors and permitted assigns hereunder, the 'Holders') and
Southern Pacific Rail Corporation, a Delaware corporation (the 'Company').
 
                              W I T N E S S E T H:
 
     WHEREAS, simultaneously with the execution of this Agreement, Union Pacific
Corporation, a Utah corporation ('Parent'), Union Pacific Railroad Company, a
Utah corporation and an indirect wholly owned subsidiary of Parent ('UPRR'), the
Holder, a direct wholly owned subsidiary of UPRR, and the Company have entered
into an Agreement and Plan of Merger (as such Agreement may be amended from time
to time, the 'Merger Agreement'), pursuant to which, among other things, the
Holder has agreed to commence a cash tender offer (the 'Offer') to purchase up
to 39,034,471 shares of common stock, $.001 par value, of the Company ('Company
Common Stock') and the Company will be merged with and into UPRR (the 'Merger');
 
     WHEREAS, Parent, the Company and the Holder are simultaneously herewith
entering into a Shareholders Agreement (the 'Shareholders Agreement'), pursuant
to which, among other things, the Holder has agreed to vote its shares of
Company Common Stock in favor of the Merger and to abide by certain agreements
relating to the shares of Company Common Stock to be purchased in the Offer;
 
     WHEREAS, as an inducement and a condition to its entering into the
Shareholders Agreement and the Merger Agreement and commencing the Offer, the
Holder has required that the Company agree, and the Company has agreed, to enter
into this Registration Rights Agreement providing, among other things, for the
registration under the Securities Act of 1933, as amended (the 'Securities
Act'), of shares of Company Common Stock to be disposed of by the Holder;
 
     NOW, THEREFORE, in consideration of the foregoing and the mutual promises,
representations, warranties, covenants and agreements contained herein and in
the Shareholders Agreement and the Merger Agreement, the parties hereto,
intending to be legally bound hereby, agree as follows:
 
                                   ARTICLE I
                                  DEFINITIONS
 
     SECTION 1.1.  Definitions.  Capitalized terms used and not defined herein
have the respective meanings ascribed to them in the Merger Agreement. In
addition, for purposes of this Agreement:
 
          (a) 'Affiliate' shall mean, with respect to any specified Person, any
     Person that, directly, or indirectly through one or more intermediaries,
     controls, or is controlled by, or is under common control with, the Person
     specified. For the purposes of this definition, 'control' (including, with
     correlative meanings, the term 'controlled by' and 'under common control
     with'), as used with respect to any Person, means the possession, directly
     or indirectly, of the power to direct or cause the direction of the

     management and policies of such Person, whether through the ownership of
     voting securities, by contract or otherwise.
 
          (b) 'Commission' shall mean the Securities and Exchange Commission.
 
          (c) 'Demand Registration' shall mean a Demand Registration as defined
     in Section 2.1.
 
          (d) 'Person' shall mean an individual, corporation, partnership, joint
     venture, association, trust, unincorporated organization or other entity.
 
          (e) 'Piggy-Back Registration' shall mean a Piggy-Back Registration as
     defined in Section 2.2.
 
          (f) 'Registrable Securities' shall mean the Company Common Stock
     purchased by the Holder pursuant to the Offer until (i) a registration
     statement covering such security has been declared effective by the
     Commission and it has been disposed of pursuant to such effective
     registration statement, (ii) it has been
 
                                      J-1

     sold under circumstances in which all of the applicable conditions of Rules
     145 and 144 or Rule 144A (or any similar provisions then in force) under
     the Securities Act are met, or (iii) it has been otherwise transferred and
     the Company has delivered a new certificate or other evidence of ownership
     for it not bearing a restrictive legend and it may be resold without
     subsequent registration under the Securities Act.
 
          (g) 'Selling Holder' means a Holder who is selling Registrable
     Securities pursuant to a registration statement under the Securities Act.
 
          (h) 'Termination Date' means the seventh anniversary of the date on
     which the Holder accepts shares of Company Common Stock for payment
     pursuant to the Offer.
 
          (i) 'Underwriter' means a securities dealer which purchases any
     Registrable Securities as principal and not as part of such dealer's
     market-making activities.
 
                                   ARTICLE II
                              REGISTRATION RIGHTS
 
     SECTION 2.1.  Demand Registrations.  (a) Request for Registration.  Any
Holder may make, at any time or from time to time after the date on which the
Holder accepts shares of Company Common Stock for payment pursuant to the Offer,
subject to the terms herein and until and including the Termination Date of this
Agreement, a written request for registration under the Securities Act of all or
part of the Registrable Securities then held by such Holder (a 'Demand
Registration'); provided, that the Company shall not be obligated to effect more
than six Demand Registrations for the Holders in total pursuant to this
Agreement. Such request will specify the number of Registrable Securities
proposed to be sold by the Holder(s) and will also specify the intended method
of disposition thereof. The Company will give written notice of such

registration request to all the Holders of the Registrable Securities and,
subject to Section 2.3, include in such registration all such Registrable
Securities with respect to which the Company has received written requests for
inclusion therein within 20 business days after receipt by the Holders of the
Company's notice. Each request will also specify the number of Registrable
Securities to be registered and the intended disposition thereof.
 
          (b) Effective Registration.  A Demand Registration will not count as a
     Demand Registration unless and until it has become effective.
 
          (c) Underwriting of Demand Registrations.  At the election of the
     Holders, the offering of such Registrable Securities pursuant to such
     Demand Registration shall be in the form of an underwritten offering. The
     Holder requesting the Demand Registration (with the consent of the Company,
     not to be unreasonably withheld) shall select the book-running managing
     Underwriter in connection with such offering and any additional investment
     bankers and managers to be used in connection with the offering. To the
     extent 10% or more of the Registrable Securities so requested to be
     registered in a Demand Registration are excluded from the offering in
     accordance with Section 2.3, there shall be provided one additional Demand
     Registration under Section 2.1(a).
 
     SECTION 2.2.  Piggy-Back Registration.  If the Company proposes to file a
registration statement under the Securities Act with respect to an offering by
the Company for its own account or for the account of any of its respective
securityholders of any class of equity security (other than a registration
statement on Form S-4 or S-8 (or any substitute form that may be adopted by the
Commission) or filed in connection with an exchange offer or offering of
securities solely to the Company's existing securityholders or a registration
statement filed by the Company to comply with its obligations under Demand
Registrations pursuant to Section 2.1 hereof), then the Company shall give
written notice of such proposed filing to the Holders of Registrable Securities
as soon as practicable (but in no event less than 10 days before the anticipated
filing date), and such notice shall offer such Holders the opportunity to
register such number of shares of Registrable Securities as each such Holder may
request (a 'Piggy-Back Registration'). The Company shall use its best efforts to
cause the managing Underwriter or Underwriters of a proposed underwritten
offering to permit the Registrable Securities requested to be included in a
Piggy-Back Registration to be included on the same terms and conditions as any
similar securities of the Company included therein.
 
                                      J-2

     SECTION 2.3.  Reduction of Offering.  Notwithstanding anything contained in
this Registration Rights Agreement, if the managing Underwriter or Underwriters
of an offering described in Section 2.1 or 2.2 delivers a written opinion to the
Holders of the Registrable Securities to be included in such offering that the
success of the offering would be materially and adversely affected by inclusion
of all the Registrable Securities requested to be included either because of (a)
the size of the offering that the Holders, Parent and such other persons intend
to make or (b) the kind of securities that the Holders, Parent and any other
persons or entities intend to include in such offering, then (A) in the event
that the size of the offering is the basis of such Underwriter's opinion, the
amount of securities to be offered for the accounts of Holders shall be reduced

to the extent necessary to reduce the total amount of securities to be included
in such offering to the amount recommended by such managing Underwriter or
Underwriters and the Company will include in the registration the maximum number
of securities which it is so advised can be sold without such adverse effect,
allocated, on a pro-rata basis within each following order of priority, as
follows:
 
          (i) FIRST, any securities proposed to be registered by Holder(s)
     exercising a Demand Registration right pursuant to this Agreement or any
     securities proposed to be included in such Demand Registration by other
     Holder(s) as contemplated by Section 2.1(a);
 
          (ii) SECOND, any securities proposed to be registered by the Company
     for its own account; and
 
          (iii) THIRD, any other securities proposed to be registered for the
     account of the Holders in a Piggy-Back Registration or any securities
     proposed to be registered by another holder(s) pursuant to a registration
     rights agreement entered into between such other holder(s) and the Company
     who are exercising 'piggy-back' registration rights;
 
     and (B) in the event that the kind of securities to be offered is the basis
     of such Underwriter's opinion, (x) the Registrable Securities to be
     included in such offering shall be reduced as described in clause (A) above
     or (y) if the actions described in the immediately preceding clause (x)
     would, in the judgment of the managing Underwriter, be insufficient to
     eliminate substantially the material and adverse effect that inclusion of
     the Registration Securities requested to be included would have on such
     offering, such Registrable Securities will be excluded from such offering.
 
                                  ARTICLE III
                            REGISTRATION PROCEDURES
 
     SECTION 3.1  Filings; Information.  Whenever the Holders have requested
that any Registrable Securities be registered pursuant to Section 2.1 hereof,
the Company will use its best efforts to effect the registration and facilitate
the sale of such Registrable Securities in accordance with the intended method
of disposition thereof as promptly as practicable, and in connection with any
such request:
 
          (a) The Company will as expeditiously as possible prepare and file
     with the Commission a registration statement on any form for which the
     Company then qualifies or which counsel for the Company shall deem
     appropriate and which form shall be available for the sale of the
     Registrable Securities to be registered thereunder in accordance with the
     intended method of distribution thereof, and use its best efforts to cause
     such filed registration statement to become and remain effective for a
     period of not less than 180 days (90 days in the case of a fully
     underwritten offering other than pursuant to Rule 415 under the Securities
     Act); provided that if the Company shall furnish to the Holders making a
     request pursuant to Section 2.1 a certificate signed by either its Chairman
     or President stating that in his good faith judgment it would be
     significantly disadvantageous to the Company or its shareholders for such a
     registration statement to be filed as expeditiously as possible, the

     Company shall have a period of not more than 90 days within which to file
     such registration statement measured from the date of receipt of the
     request in accordance with Section 2.1.
 
          (b) The Company will, if requested, prior to filing a registration
     statement or prospectus or any amendment or supplement thereto, furnish and
     allow a reasonable time for review and comment to each Selling Holder and
     each Underwriter, if any, of the Registrable Securities covered by such
     registration statement copies of such registration statement as proposed to
     be filed, and thereafter furnish to such Selling Holder and Underwriter, if
     any, such number of copies of such registration statement, each amendment
     and
 
                                      J-3

     supplement thereto (in each case including all exhibits thereto and
     documents incorporated by reference therein), the prospectus included in
     such registration statement (including each preliminary prospectus) and
     such other documents as such Selling Holder or Underwriter may reasonably
     request in order to facilitate the disposition of the Registrable
     Securities owned by such Selling Holder.
 
          (c) After the filing of the registration statement, the Company will
     promptly notify each Selling Holder of Registrable Securities covered by
     such registration statement of any stop order issued or threatened by the
     Commission and take all reasonable actions required to prevent the entry of
     such stop order or to remove it if entered.
 
          (d) The Company will use its best efforts to (i) register or qualify
     the Registrable Securities under such other securities or blue sky laws of
     such jurisdictions in the United States as any Selling Holder reasonably
     (in light of such Selling Holder's intended plan of distribution) requests
     and (ii) cause such Registrable Securities to be registered with or
     approved by such other governmental agencies or authorities as may be
     necessary by virtue of the business and operations of the Company and do
     any and all other acts and things that may be reasonably necessary or
     advisable to enable such Selling Holder to consummate the disposition of
     the Registrable Securities owned by such Selling Holder; provided that the
     Company will not be required to (A) qualify generally to do business in any
     jurisdiction where it would not otherwise be required to qualify but for
     this paragraph (d), (B) subject itself to taxation in any such
     jurisdiction, (C) consent to general service of process in any such
     jurisdiction or (D) consent to any material restrictions on the conduct of
     its business or any restrictions on payments to any stockholders of the
     Company; and provided further that the Holders will not be required to take
     any action pursuant to this paragraph (d).
 
          (e) The Company will promptly notify each Selling Holder of such
     Registrable Securities, at any time when a prospectus relating thereto is
     required to be delivered under the Securities Act, of the occurrence of an
     event requiring the preparation of a supplement or amendment to such
     prospectus so that, as thereafter delivered to the purchasers of such
     Registrable Securities, such prospectus will not contain an untrue
     statement of a material fact or omit to state any material fact required to

     be stated therein or necessary to make the statements therein not
     misleading and promptly make available to each Selling Holder any such
     supplement or amendment.
 
          (f) The Company and each Selling Holder will enter into customary
     agreements (including an underwriting agreement in customary form
     containing customary representations, warranties, covenants, opinions,
     certificates, cross-indemnification and contribution provisions) and take
     such other actions as are reasonably required in order to expedite or
     facilitate the disposition of such Registrable Securities.
 
          (g) The Company will make available for inspection by any Selling
     Holder of such Registrable Securities, any Underwriter participating in any
     disposition pursuant to such registration statement and any attorney,
     accountant or other professional retained by any such Selling Holder or
     Underwriter (collectively, the 'Inspectors'), all financial and other
     records, pertinent corporate documents and properties of the Company
     (collectively, the 'Records') as shall be reasonably necessary to conduct
     due diligence, and cause the Company's officers, directors and employees to
     supply all information reasonably requested by any Inspectors in connection
     with such registration statement. The Selling Holders shall cause such
     Records which the Company determines, in good faith, to be confidential and
     which the Company notifies the Inspectors are confidential to be kept
     confidential by the Inspectors and not used for any purpose other than such
     registration of Registrable Securities, and the Selling Holders shall cause
     the Inspectors not to disclose the Records unless (i) the disclosure of
     such Records is necessary to avoid or correct a misstatement or omission in
     such registration statement or (ii) the release of such Records is ordered
     pursuant to a subpoena or other order from a court of competent
     jurisdiction. Information obtained by any Selling Holder hereunder as a
     result of such inspections shall be deemed confidential and shall be kept
     confidential by the Selling Holders and may not be used by any Selling
     Holder for any purpose other than such registration of Registrable
     Securities. Each Selling Holder will, upon learning that disclosure of such
     Records is sought in a court of competent jurisdiction, give notice to the
     Company and allow the Company, at its expense, to undertake appropriate
     action to prevent disclosure of the Records deemed confidential.
 
          (h) The Company will furnish to each Selling Holder and to each
     Underwriter, if any, a signed counterpart, addressed to such Selling Holder
     or Underwriter, of (i) an opinion or opinions of counsel to the
 
                                      J-4

     Company and (ii) a comfort letter or comfort letters from the Company's
     independent public accountants, each in customary form and covering such
     matters of the type customarily covered by opinions or comfort letters, as
     the case may be, as the Holders of a majority of the Registrable Securities
     included in such offering or the managing Underwriter therefor reasonably
     requests.
 
          (i) The Company will otherwise use its best efforts to comply with all
     applicable rules and regulations of the Commission, and make available to
     its security-holders, as soon as reasonably practicable, an earnings

     statement covering a period of 12 months, beginning within three months
     after the effective date of the registration statement, which earnings
     statement shall satisfy the provisions of Section 11(a) of the Securities
     Act.
 
          (j) The Company will use its best efforts to cause all such
     Registrable Securities to be listed on each securities exchange on which
     similar securities issued by the Company are then listed.
 
     Each Selling Holder of Registrable Securities agrees to promptly furnish in
writing to the Company such information regarding the distribution of the
Registrable Securities as the Company may from time to time reasonably request
and such other information as may be legally required in connection with such
registration.
 
     Upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 3.1(e) hereof, each Selling Holder will
forthwith discontinue disposition of Registrable Securities pursuant to the
registration statement covering such Registrable Securities until such Selling
Holder's receipt of the copies of the supplemented or amended prospectus
contemplated by Section 3.1(e) hereof, and, if so directed by the Company, such
Selling Holder will deliver to the Company all copies, other than permanent file
copies then in such Selling Holder's possession, of the most recent prospectus
covering such Registrable Securities at the time of receipt of such notice. In
the event the Company shall give such notice, the Company shall extend the
period during which such registration statement shall be maintained effective
(including the period referred to in Section 3.1(a) hereof) by the number of
days during the period from and including the date of the giving of notice
pursuant to Section 3.1(e) hereof to the date when the Company shall make
available to the Selling Holders of Registrable Securities covered by such
registration statement a prospectus supplemented or amended to conform with the
requirements of Section 3.1(e) hereof.
 
     The procedures set forth in this Section 3.1 shall apply to Piggy-Back
Registrations pursuant to Section 2.2.
 
     SECTION 3.2.  Registration Expenses.  In connection with any registration
statement required to be filed hereunder, the Company shall pay the following
Registration expenses incurred in connection with the registration hereunder
(the 'Registration Expenses'): (i) all registration and filing fees, (ii) fees
and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel in connection with blue sky
qualifications of the Registrable Securities), (iii) printing expenses, (iv)
internal expenses (including without limitation, all salaries and expenses of
its officers and employees performing legal or accounting duties), (v) the fees
and expenses incurred in connection with the listing of the Registrable
Securities, and (vi) reasonable fees and disbursements of counsel for the
Company and customary fees and expenses for independent certified public
accountants retained by the Company (including the expenses of any comfort
letters or costs associated with the delivery by independent certified public
accountants of a comfort letter or comfort letters requested pursuant to Section
3.1(h) hereof). The Company shall have no obligation to pay any underwriting
fees, discounts, commissions or expenses attributable to the sale of Registrable
Securities, including, without limitation, the fees and expenses of any

Underwriters and such Underwriters' counsel, or any out-of-pocket expenses of
the Holders (or the agents who manage their accounts), including, without
limitation, the fees and expenses of any counsel retained by the Holders. Such
Holders' fees, discounts, commissions and expenses shall be paid promptly by the
Holders.
 
                                   ARTICLE IV
                        INDEMNIFICATION AND CONTRIBUTION
 
     SECTION 4.1.  Indemnification by the Company.  The Company agrees to
indemnify and hold harmless each Selling Holder of Registrable Securities, its
officers, directors and agents, and each Person, if any, who controls such
Selling Holder within the meaning of Section 15 of the Securities Act or Section
20 of the
 
                                      J-5

Exchange Act from and against any and all losses, claims, damages, liabilities
and expenses (including reasonable costs of investigation) caused by any untrue
statement or alleged untrue statement of a material fact contained in any
registration statement or prospectus relating to the Registrable Securities or
in any amendment or supplement thereto or in any preliminary prospectus, or
caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages, liabilities or
expenses are caused by any such untrue statement or omission or alleged untrue
statement or omission based upon information furnished in writing to the Company
by such Selling Holder or on such Selling Holder's behalf expressly for the use
therein; provided, that with respect to any untrue statement or omission or
alleged untrue statement or omission made in any preliminary prospectus, the
indemnity agreement contained in this paragraph shall not apply to the extent
that any such loss, claim, damage, liability or expense results from the fact
that a current copy of the prospectus was not sent or given to the person
asserting any such loss, claim, damage, liability or expense at or prior to the
written confirmation of the sale of the Registrable Securities concerned to such
person if it is determined that it was the responsibility of such Selling Holder
to provide such person with a current copy of the prospectus and such current
copy of the prospectus would have cured the defect giving rise to such loss,
claim, damage, liability or expense. The Company also agrees to indemnify any
Underwriters of the Registrable Securities, their officers and directors and
each person who controls such underwriters on substantially the same basis as
that of the indemnification of the Selling Holders provided in this Section 4.1.
 
     SECTION 4.2.  Indemnification by Holders of Registrable Securities.  Each
Selling Holder agrees, severally but not jointly, to indemnify and hold harmless
the Company, its officers, directors and agents and each Person, if any, who
controls the Company within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act to the same extent as the foregoing
indemnity from the Company to such Selling Holder, but only with respect to
information furnished in writing by such Selling Holder or on such Selling
Holder's behalf expressly for use in any registration statement or prospectus
relating to the Registrable Securities, or any amendment or supplement thereto,
or any preliminary prospectus; and provided that the liability of each Selling
Holder under the foregoing indemnity shall be limited to an amount equal to the

public offering price of the Registrable Securities sold by such Selling Holder,
less the applicable underwriting discounts and commissions. Each Selling Holder
also agrees to indemnify and hold harmless Underwriters of the Registrable
Securities, their officers and directors and each person who controls such
Underwriters on substantially the same basis as that of the indemnification of
the Company provided in this Section 4.2.
 
     SECTION 4.3.  Conduct of Indemnification Proceeding.  If any action or
proceeding (including any governmental investigation) shall be instituted
involving any person in respect of which indemnity may be sought pursuant to
Section 4.1 or 4.2, such person (an 'Indemnified Party') shall promptly notify
the person against whom such indemnity may be sought (an 'Indemnifying Party')
in writing and the Indemnifying Party shall assume the defense thereof,
including the employment of counsel reasonably satisfactory to such Indemnified
Party, and shall assume the payment of all expenses. Such Indemnified Party
shall have the right to employ separate counsel in any such action and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Party unless (a) the Indemnifying
Party and the Indemnified Party shall have mutually agreed to the retention of
such counsel or (b) the named parties to any such action or proceeding
(including any impleaded parties) include both such Indemnified Party and the
Indemnifying Party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. It
is understood that the Indemnifying Party shall not, in connection with any one
such action or proceeding or separate but substantially similar or related
actions or proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) at
any time for all such Indemnified Parties, and that all such fees and expenses
shall be reimbursed as they are incurred. In the case of any such separate firm
for the Indemnified Parties, such firm shall be designated in writing by the
Indemnified Parties and shall, in the case of a Demand Registration, be
reasonably satisfactory to the Indemnifying Party. The Indemnifying Party shall
not be liable for any settlement of any such action or proceeding effected
without its written consent, but if settled with its written consent, or if
there be a final judgment for the plaintiff in any such action or proceeding,
the Indemnifying Party shall indemnify and hold harmless such Indemnified
Parties from and against any loss or liability (to the extent stated above) by
reason of such settlement or judgment. No Indemnifying Party shall, without the
prior written consent of the Indemnified Party, effect any settlement of any
 
                                      J-6

pending or threatened proceeding in respect of with any Indemnified Party is or
could have been a party and indemnity could have been sought hereunder by such
Indemnified Party, unless such settlement includes an unconditional release of
such Indemnified Party from all liability arising out of such proceeding.
 
     SECTION 4.4.  Contribution.  If the indemnification provided for in this
Article IV is unavailable to the Indemnified Parties in respect of any losses,
claims, damages or liabilities referred to herein, then each such Indemnifying
Party, in lieu of indemnifying such Indemnified Party, shall contribute to the
amount paid or payable by such Indemnified Party as a result of such losses,
claims, damages or liabilities (a) as between the Company and the Selling

Holders on the one hand and the Underwriters on the other, in such proportion as
is appropriate to reflect the relative benefits received by the Company and the
Selling Holders on the one hand and the Underwriters on the other from the
offering of the securities, or if such allocation is not permitted by applicable
law, in such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Company and the Selling Holders on
the one hand and of the Underwriters on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations and (b) as
between the Company on the one hand and each Selling Holder on the other, in
such proportion as is appropriate to reflect the relative fault of the Company
and of each Selling Holder in connection with such statements or omissions, as
well as any other relevant equitable considerations. The relative benefits
received by the Company and the Selling Holders on the one hand and the
Underwriters on the other shall be deemed to be in the same proportion as the
total proceeds from the offering (net of underwriting discounts and commissions
but before deducting expenses) received by the Company and the Selling Holders
bear to the total underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the cover page of the
prospectus. The relative fault of the Company and the Selling Holders on the one
hand and of the Underwriters on the other shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company and the Selling Holders or by the
Underwriters. The relative fault of the Company on the one hand and of each
Selling Holder on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by such party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
 
     The Company and the Selling Holders agree that it would not be just and
equitable if contribution pursuant to this Section 4.4 were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an Indemnified Party as a result of the losses,
claims, damages or liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitation set forth above,
any legal or other expenses reasonably incurred by such Indemnified Party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 4.4, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission, and no Selling Holder
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities of such Selling Holder were offered to the
public exceeds the amount of any damages which such Selling Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such

fraudulent misrepresentation.
 
                                   ARTICLE V
                                 EFFECTIVENESS
 
     SECTION 5.1.  Effectiveness.  This Agreement shall become effective only
upon the consummation of the Offer and shall terminate and be void and of no
force or effect if the Merger Agreement is terminated in accordance with its
terms prior to the consummation of the Offer.
 
                                      J-7

                                   ARTICLE VI
                                 MISCELLANEOUS
 
     SECTION 6.1.  Participation in Underwritten Registrations.  No Person may
participate in any underwritten registration hereunder unless such Person (a)
agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements and these
Registration Rights.
 
     SECTION 6.2.  Merger, Consolidation, Exchange, Recapitalization etc.  In
the event, directly or indirectly, (a) the Company shall merge with and into, or
consolidate with, or consummate a share exchange with, any other person, or (b)
any person shall merge with and into, or consolidate, the Company and the
Company shall be the surviving corporation of such merger or consolidation and,
in connection with such merger or consolidation, all or part of the Registrable
Securities shall be changed into or exchanged for stock or other securities of
any person, or (c) any capital stock or other securities are issued in respect
of, in exchange for, or in substitution of, any Company equity securities by
reason of any reorganization, recapitalization, reclassification, merger,
consolidation, spin-off, partial or complete liquidation, stock dividend,
split-up, split-off, sale of assets, distribution to stockholders or combination
of the shares of the Company equity securities or any other alteration of the
Company's capital structure, then, in each such case, appropriate adjustments
shall be made so as to fairly and equitably preserve, as far as practicable, the
original rights and obligations of the parties hereto under this Registration
Rights Agreement.
 
     SECTION 6.3.  Notices.  All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally,
telecopied (which is confirmed) or sent by an overnight courier service, such as
FedEx, to the parties at the following addresses (or at such other address for a
party as shall be specified by like notice):
 
          (a) if to the Holder, to:
 
              UP Acquisition Corporation
              Martin Tower
              Eighth & Eaton Avenues
              Bethlehem, Pennsylvania 18018

              Attention: Carl W. von Bernuth, Esq.
              Telephone No.: (610) 861-3200
              Telecopy No.: (610) 861-3111
 
          with a copy to:
 
              Paul T. Schnell, Esq.
              Skadden, Arps, Slate, Meagher, & Flom
              919 Third Avenue
              New York, New York 10022
              Telephone No.: (212) 735-3000
              Telecopy No.: (212) 735-2001
 
        and
 
          (b) if to the Company to:
 
              Southern Pacific Rail Corporation
              Southern Pacific Building
              One Market Plaza
              San Francisco, California 94015
              Attention: Cannon Y. Harvey, Esq.
              Telephone No.: (415) 541-1000
              Telecopy No.: (415) 541-1881
 
                                      J-8

          with a copy to:
 
              Joseph W. Morrisey, Jr., Esq.
              Holme Roberts & Owen LLC
              1700 Lincoln
              Suite 4100
              Denver, Colorado 80203
              Telephone No.: (303) 861-7000
              Telecopy No.: (303) 866-0200
 
        and
 
              Peter D. Lyons, Esq.
              Shearman & Sterling
              599 Lexington Avenue
              New York, New York 10022
              Telephone No.: (212) 848-4000
              Telecopy No.: (212) 848-7179
 
     SECTION 6.4.  No Waivers; Remedies.  No failure or delay by any party in
exercising any right, power or privilege under this Agreement shall operate as a
waiver of the right, power or privilege. A single or partial exercise of any
right, power or privilege shall not preclude any other or further exercise of
the right, power or privilege or the exercise of any other right, power or
privilege. The rights and remedies provided in this Agreement shall be
cumulative and not exclusive of any rights or remedies provided by law.

     SECTION 6.5.  Amendments, etc.  No amendment, modification, termination or
waiver of any provision of this Agreement, and no consent to any departure by a
party to this Agreement from any provision of this Agreement, shall be effective
unless it shall be in writing and signed and delivered by the other party to
this Agreement, and then it shall be effective only in the specific instance and
for the specific purpose for which it is given.
 
     SECTION 6.6.  Assignment.  The provisions of this Agreement shall not be
assignable and any transfer of Registrable Securities shall not transfer any
rights under this Agreement to the transferee; provided, however, that (a) the
Holder shall have the right to assign its rights under this Agreement to any
Person who or which (i) acquires at least 20% of the Company Common Stock
purchased by the Holder in the Offer, (ii) would be eligible to report its
ownership of the Company Common Stock (assuming ownership by such Person of a
sufficient number of shares of the Company Common Stock to require such
reporting) on a Schedule 13G, (iii) shall have agreed in writing (which
agreement shall be addressed, and shall be reasonably satisfactory in form and
substance, to the Company) to be bound by and comply with this Agreement with
the same force and effect as if all references herein to the Holder were
references to such Person, and (iv) is reasonably acceptable to the Company, and
(b) without the consent of the Company, but subject to clauses (i) and (iii) of
subsection (a) above, the Holder shall have the right to assign its rights under
this Agreement to (x) any financial institution to which such Holder has, in
accordance with Section 3(b) of the Shareholders Agreement, pledged shares of
the Company Common Stock, provided that such assignment shall not be effective
until following a default by Holder under such pledge, (y) any Affiliate of the
Holder or Parent (it being understood and agreed that any such rights
transferred to any such Affiliate shall terminate if such Affiliate ceases to be
an Affiliate of the Holder or Parent) or (z) the Trustee under the Voting Trust
(as such terms are defined in the Merger Agreement).
 
     SECTION 6.7.  Governing Law.  This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York, without
giving effect to the principles of conflicts of laws thereof. All rights and
obligations of the Company and Holders shall be in addition to and not in
limitation of those provided by applicable law.
 
     SECTION 6.8.  Counterparts; Effectiveness.  This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if all signatures were on the same instrument.
 
                                      J-9

     SECTION 6.9.  Severability of Provisions.  Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of the prohibition or
unenforceability without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of the provision in any other
jurisdiction.
 
     SECTION 6.10.  Headings and References.  Section headings in this Agreement
are included for the convenience of reference only and do not constitute a part
of this Agreement for any other purpose. Reference to parties and sections in
this Agreement are references to the parties to or the sections of this

Agreement, as the case may be, unless the context shall require otherwise.
 
     SECTION 6.11.  Entire Agreement.  This Agreement embodies the entire
agreement and understanding of the respective parties with respect to the
Holders' registration rights and supersedes all prior agreements or
understandings with respect to such rights.
 
     SECTION 6.12.  Survival.  Except as otherwise specifically provided in this
Agreement, each representation, warranty or covenant of each party to this
Agreement contained in or made pursuant to this Agreement shall survive and
remain in full force and effect, notwithstanding any investigation or notice to
the contrary or any waiver by any other party of a related condition precedent
to the performance by the other party of an obligation under this Agreement.
 
     SECTION 6.13.  Non-Exclusive Jurisdiction.  Each party hereto (a) agrees
that any action, suit or proceeding (collectively, an 'Action') with respect to
this Agreement may be brought in the courts of the United States of America for
the Southern District of New York, (b) accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of those courts and
(c) irrevocably waives any objection, including, without limitation, any
objection to the laying of venue or based on the grounds of FORUM NON
CONVENIENS, which it may now or hereafter have to the bringing of any Action in
those jurisdictions.
 
     SECTION 6.14.  Waiver of Jury Trial.  Each party waives any right to a
trial by jury in any Action to enforce or defend any right under this Agreement
or any amendment, instrument, document or agreement delivered, or which in the
future may be delivered, in connection with this Agreement and agrees that any
Action shall be tried before a court and not before a jury.
 
     SECTION 6.15.  Specific Performance.  Each of the parties hereto recognizes
and acknowledges that a breach by it of any covenants or agreements contained in
this Agreement will cause the other party to sustain damages for which it would
not have an adequate remedy at law for money damages, and therefore each of the
parties hereto agrees that in the event of any such breach the aggrieved party
shall be entitled to the remedy of specific performance of such covenants and
agreements and injunctive and other equitable relief in addition to any other
remedy to which it may be entitled, at law or in equity.
 
     SECTION 6.16.  No Inconsistent Agreements.  The Company is not as of the
date hereof subject to any agreement with respect to the registration under the
Securities Act of any securities of the Company or otherwise, and prior to the
Termination Date shall not enter into any such agreement that is inconsistent
with the provisions of this Agreement, including, without limitation, the order
of priority by which the total amount of securities of the Company to be
included in any offering subject to Article II shall be reduced pursuant to
Section 2.3.
 
                                      J-10

     IN WITNESS WHEREOF, the Company and the Holder have caused this Agreement
to be duly executed as of the date first above written.
 
                                          SOUTHERN PACIFIC RAIL CORPORATION

                                          By: /s/ CANNON Y. HARVEY
                                              --------------------------------
                                              Name: Cannon Y. Harvey
                                              Title:
 
                                          UP ACQUISITION CORPORATION

                                          By: /s/ L. WHITE MATTHEWS, III
                                              --------------------------------
                                              Name: L. White Matthews, III
                                              Title: Executive Vice
                                                       President-Finance
 
                                      J-11

                                                                         ANNEX K
 
     THIS VOTING TRUST AGREEMENT, dated as of August 3, 1995, by and among UNION
PACIFIC CORPORATION, a Utah corporation ('Parent'), UP ACQUISITION CORPORATION,
a Delaware corporation and an indirect wholly-owned subsidiary of Parent (the
'Purchaser'), and SOUTHWEST BANK OF ST. LOUIS, a Missouri banking corporation
(the 'Trustee'),
 
                              W I T N E S S E T H:
 
     WHEREAS, the Purchaser has agreed to commence a tender offer (the 'Tender
Offer') to acquire up to 39,034,471 shares of common stock, $0.001 par value
('Common Stock'), of Southern Pacific Rail Corporation, a Delaware corporation
(the 'Company');
 
     WHEREAS, the Purchaser intends, simultaneously with the acceptance for
payment of such tendered shares pursuant to the Tender Offer, to deposit such
shares of Common Stock in an independent, irrevocable voting trust, pursuant to
the rules of the Interstate Commerce Commission (the 'ICC'), in order to avoid
any allegation or assertion that Parent or the Purchaser is controlling or has
the power to control the Company prior to the receipt of approval by the ICC of
the merger (the 'Merger') of the Company with and into Union Pacific Railroad
Company ('UPRR') pursuant to the Agreement and Plan of Merger dated as of August
3, 1995 by and among Parent, UPRR, the Purchaser and the Company, as it may be
amended from time to time (the 'Merger Agreement') (a copy of which is attached
hereto as Exhibit A);
 
     WHEREAS, Parent, Purchaser and the Company have entered into a Shareholders
Agreement dated as of August 3, 1995 (the 'Shareholders Agreement') (a copy of
which is attached hereto as Exhibit B), with respect to the Common Stock and any
other voting securities of the Company that are or come to be beneficially owned
by Parent, Purchaser or any of their affiliates during the term of the
Shareholders Agreement;
 
     WHEREAS, neither the Trustee nor any of its affiliates has any officers or
board members in common or any direct or indirect business arrangements or
dealings (as described in Paragraph 9 hereof) with Parent or the Purchaser or
any of their affiliates; and
 
     WHEREAS, the Trustee is willing to act as voting trustee pursuant to the
terms of this Trust Agreement and the rules of the ICC,
 
     NOW THEREFORE, the Parties hereto agree as follows:
 
     1. Parent and the Purchaser hereby appoint Southwest Bank of St. Louis as
Trustee hereunder, and Southwest Bank of St. Louis hereby accepts said
appointment and agrees to act as Trustee under this Trust Agreement as provided
herein.
 
     2. Parent and the Purchaser agree that, prior to acceptance of the tendered
shares of Common Stock pursuant to the Tender Offer, (i) the Purchaser will
direct the depositary for the Tender Offer to transfer to the Trustee any shares
accepted for payment pursuant to the Tender Offer, and (ii) Parent and the

Purchaser will transfer or cause to be transferred to the Trustee all
certificates representing shares of Common Stock owned as of the date hereof by
Parent, the Purchaser or any affiliate of either of them. Parent and the
Purchaser also agree that immediately upon receipt, acquisition or purchase by
either of them or by any of their affiliates of any additional shares of Common
Stock, or any other voting securities of the Company, they will transfer or
cause to be transferred to the Trustee the certificate or certificates
representing such additional shares. All such certificates shall be duly
endorsed or accompanied by proper instruments duly executed for transfer thereof
to the Trustee, and shall be exchanged for one or more Voting Trust Certificates
substantially in the form attached hereto as Exhibit C (the 'Trust
Certificates'), with the blanks therein appropriately filled. All shares of
Common Stock and other voting securities of the Company at any time delivered to
the Trustee hereunder are hereinafter called the 'Company Trust Stock.' The
Trustee shall present to the Company all certificates representing Company Trust
Stock for surrender and cancellation and for the issuance and delivery to the
Trustee of new certificates (the 'Trust Stock') registered in the name of the
Trustee or its nominee.
 
     3. The Trustee shall be present, in person or represented by proxy, at all
annual and special meetings of shareholders of the Company so that all Trust
Stock may be counted for the purposes of determining the presence of a quorum at
such meetings. The Trustee shall be entitled and it shall be its duty to
exercise any and all voting
 
                                      K-1

rights in respect of the Trust Stock either in person or by proxy or consent, as
hereinafter provided, unless otherwise directed by an order of the ICC or a
court of competent jurisdiction. Parent and Purchaser agree, and the Trustee
acknowledges, that the Trustee shall not participate in or interfere with the
management of the Company and shall take no other actions with respect to the
Company except in accordance with the terms hereof and the terms of the
Shareholders Agreement. The Trustee shall vote all shares of the Trust Stock to
approve and effect the Merger, and in favor of any proposal necessary to
effectuate Parent's acquisition of the Company pursuant to the Merger Agreement.
For so long as the Merger Agreement is in effect, the Trustee shall vote all
shares of Trust Stock against any other proposed merger, business combination or
similar transaction (including, without limitation, any consolidation, sale of
all or substantially all the assets, reorganization, recapitalization,
liquidation or winding up of or by the Company) involving the Company, but not
involving Parent or one of its subsidiaries or affiliates, other than in
connection with a disposition pursuant to Paragraph 8. The Trustee shall vote
all shares of Trust Stock in favor of any proposal or action necessary or
desirable to dispose of Trust Stock in accordance with Paragraph 8 hereof.
Except as otherwise expressly provided in the three immediately preceding
sentences, the Trustee shall vote all shares of Trust Stock with respect to all
matters, including without limitation the election or removal of directors,
voted on by the shareholders of the Company (whether at a regular or special
meeting or pursuant to a unanimous written consent) in the same proportion as
all shares of Common Stock (other than Trust Stock) are voted with respect to
such matters. In exercising its voting rights in accordance with this Paragraph
3, the Trustee shall take such actions at all annual, special or other meetings
of stockholders of the Company or in connection with any action by consent in

lieu of a meeting.
 
     4. This Trust Agreement and the nomination of the Trustee during the term
of the trust shall be irrevocable by Parent and the Purchaser and their
affiliates and shall terminate only in accordance with the provisions of
Paragraphs 8 and 14 hereof.
 
     5. Except as provided in Paragraph 3, the Trustee shall not exercise the
voting powers of the Trust Stock in any way so as to create any dependence or
intercorporate relationship between (i) Parent, the Purchaser and their
affiliates, on the one hand, and (ii) the Company or its affiliates, on the
other hand. The term 'affiliate' or 'affiliates' wherever used in this Trust
Agreement shall have the meaning specified in Section 11343(c) of Title 49 of
the United States Code, as amended. The Trustee shall not, without the prior
approval of the ICC, vote the Trust Stock to elect any officer, director,
nominee or representative of Parent, the Purchaser or any affiliate of either of
them as an officer or director of the Company or of any affiliate of the
Company. The Trustee shall be kept informed respecting the business operations
of the Company by means of the financial statements and other public disclosure
documents periodically filed by the Company and affiliates of the Company with
the Securities and Exchange Commission (the 'SEC') and the ICC, and by means of
information respecting the Company contained in such statements and other
documents filed by Parent with the SEC and the ICC, copies of which shall be
promptly furnished to the Trustee by the Company or Parent, as the case may be,
and the Trustee shall be fully protected in relying upon such information. The
Trustee shall not be liable for any mistakes of fact or law or any error of
judgment, or for any act or omission, except as a result of the Trustee's
willful misconduct or gross negligence.
 
     6. All Trust Certificates shall be transferable on the books of the Trustee
by the registered holder upon the surrender thereof properly assigned, in
accordance with rules from time to time established for the purpose by the
Trustee. Until so transferred, the Trustee may treat the registered holder as
owner for all purposes. Each transferee of a Trust Certificate issued hereunder
shall, by his acceptance thereof, assent to and become a party to this Trust
Agreement, and shall assume all attendant rights and obligations.
 
     7. Pending the termination of this Trust as hereinafter provided, the
Trustee shall, immediately following the receipt of each cash dividend or cash
distribution as may be declared and paid upon the Trust Stock, pay the same over
to or as directed by the Purchaser or to or as directed by the holder of Trust
Certificates hereunder as then known to the Trustee. The Trustee shall receive
and hold dividends and distributions other than cash upon the same terms and
conditions as the Trust Stock and shall issue Trust Certificates representing
any new or additional securities that may be paid as dividends upon the Trust
Stock or distributed to the registered holders of Trust Certificates in
proportion to their respective interests.
 
     8. (a) This Trust is accepted by the Trustee subject to the right hereby
reserved in Parent at any time to sell or make any other disposition of the
whole or any part of the Trust Stock in accordance with the terms of the
 
                                      K-2

Shareholders Agreement, whether or not an event described in subparagraph (b)
below has occurred. The Trustee shall take all actions reasonably requested by
Parent with respect to (including, without limitation, exercising all voting
rights in respect of Trust Stock in favor of any proposal or action necessary or
desirable to effect, or consistent with the effectuation of) any proposed sale
or other disposition of the whole or any part of the Trust Stock by the
Purchaser or Parent, including, without limitation, in connection with the
exercise by Parent of any rights under the Merger Agreement, the Registration
Rights Agreement dated as of August 3, 1995 between the Purchaser and the
Company (the 'Registration Rights Agreement') (a copy of which is attached
hereto as Exhibit D), and the Shareholders Agreement to cause Trust Stock to be
offered and sold pursuant to a registration statement under the Securities Act
of 1933 (an 'Offering') or distributed to shareholders of Parent (the
'Distribution'). The Trustee shall at any time upon the receipt of a direction
from Parent, signed by its President or one of its Vice Presidents and under its
corporate seal designating the person or entity to whom Parent has directly or
indirectly sold or otherwise disposed of the whole or any part of the Trust
Stock and certifying that such disposition will be in compliance with all
applicable requirements of the Shareholders Agreement and that such person or
entity is not an affiliate of Parent and has all necessary regulatory authority,
if any, to purchase the Trust Stock (upon which certification the Trustee shall
be entitled to rely), immediately transfer to the person or entity therein named
all of the Trustee's right, title and interest in such amount of the Trust Stock
as may be set forth in said direction. If the foregoing direction shall specify
all of the Trust Stock, then following transfer of the Trustee's right, title
and interest therein, and in the event of a sale thereof, upon delivery to or
upon the order of the Purchaser of the proceeds of such sale, this Trust shall
cease and come to an end. If the foregoing direction is as to only a part of the
Trust Stock, then this Trust shall cease as to said part upon such transfer, and
receipt of proceeds in the event of sale, but shall remain in full force and
effect as to the remaining part of the Trust Stock, provided, however, that upon
the receipt of a written opinion of counsel for Parent, a copy of which is
submitted to the ICC, stating that the transfer of voting rights in all the
remaining Trust Stock to the Purchaser would not give Parent or the Purchaser
control of the Company within the meaning of 49 U.S.C. Section11343, and absent
any contrary direction of the ICC, this Trust shall cease and come to an end and
all Trust Stock and other property then held by the Trustee shall be distributed
to or upon the order of the Purchaser or the holder or holders of Trust
Certificates. In the event of a sale of Trust Stock by the Purchaser, the
Trustee shall, to the extent the consideration therefor is payable to or
controllable by the Trustee, promptly pay, or cause to be paid, upon the order
of the Purchaser the net proceeds of such sale to the registered holders of the
Trust Certificates in proportion to their respective interests. It is the
intention of this paragraph that no violations of 49 U.S.C. Section11343 will
result from a termination of this Trust.
 
     (b) In the event the ICC by final order shall (i) approve or exempt the
acquisition of control of the Company by the Purchaser, Parent or any of their
affiliates or (ii) approve or exempt a merger between the Company and UPRR,
Parent or any of their affiliates, then immediately upon the direction of Parent
and the delivery of a certified copy of such order of the ICC or other
governmental authority with respect thereof, or, in the event that Subtitle IV
of Title 49 of the United States Code, or other controlling law, is amended to
allow the Purchaser, UPRR, Parent or their affiliates to acquire control of the

Company without obtaining ICC or other governmental approval, upon delivery of
an opinion of independent counsel selected by the Trustee that no order of the
ICC or other governmental authority is required, the Trustee shall either (i)
transfer to or upon the order of the Purchaser, Parent or the holder or holders
of Trust Certificates hereunder as then known to the Trustee, its right, title
and interest in and to all of the Trust Stock then held by it in accordance with
the terms, conditions and agreements of this Trust Agreement and not theretofore
transferred by it as provided in subparagraph (a) hereof, or (ii) if shareholder
approval has not previously been obtained, vote the Trust Stock with respect to
any such merger between the Company and UPRR, Parent or any affiliate of either
as directed by the holder or holders of the Trust Certificates, and upon any
such transfer or merger this Trust shall cease and come to an end.
 
     (c) In the event that the Merger Agreement terminates in accordance with
its terms or the condition set forth in Section 6.2(c) of the Merger Agreement
is not satisfied and is not waived by Parent and the Purchaser, Parent shall use
its best efforts, consistent with its rights under and subject to the terms of
the Shareholders Agreement and the Registration Rights Agreement, to sell the
Trust Stock to one or more eligible purchasers, to sell or distribute the Trust
Stock in one Offering or Distribution, or otherwise to dispose of the Trust
Stock, during a period of two years after such order becomes final after
judicial review or failure to appeal or such extension of that period as the ICC
shall approve. Such disposition shall be subject to any jurisdiction of the ICC
to oversee Parent's divestiture of Trust Stock. At all times, the Trustee shall
continue to perform its duties under this Trust
 
                                      K-3

Agreement and, should Parent be unsuccessful in its efforts to sell or
distribute the Trust Stock during the period referred to, the Trustee, subject
to the terms of the Shareholders Agreement, shall as soon as practicable sell
the Trust Stock for cash to one or more eligible purchasers in such manner and
for such price as the Trustee in its discretion shall deem reasonable after
consultation with Parent. (An 'eligible purchaser' hereunder shall be a person
or entity that is not affiliated with Parent and which has all necessary
regulatory authority, if any, to purchase the Trust Stock.) Parent agrees to
cooperate with the Trustee in effecting such disposition and the Trustee agrees
to act in accordance with any direction made by Parent as to any specific terms
or method of disposition, to the extent not inconsistent with the requirements
of the terms of any ICC or court order. The proceeds of the sale shall be
distributed to or upon the order of Parent or, on a pro rata basis, to the
holder or holders of the Trust Certificates hereunder as then known to the
Trustee. The Trustee may, in its reasonable discretion, require the surrender to
it of the Trust Certificates hereunder before paying to the holder his share of
the proceeds. Upon disposition of the Trust Stock pursuant to this paragraph
8(c), this Trust shall cease and come to an end.
 
     (d) Unless sooner terminated pursuant to any other provision herein
contained, this Trust Agreement shall terminate on August 3, 2000, and may be
extended by the parties hereto, so long as no violation of 49 U.S.C.
Section11343 will result from such termination or extension. All Trust Stock and
any other property held by the Trustee hereunder upon such termination shall be
distributed to or upon the order of the Purchaser or the holder or holders of
Trust Certificates hereunder as then known to the Trustee. The Trustee may, in

its reasonable discretion, require the surrender to it of the Trust Certificates
hereunder before the release or transfer of the stock interests evidenced
thereby.
 
     (e) The Trustee shall promptly inform the ICC of any transfer or
disposition of Trust Stock pursuant to this Paragraph 8.
 
     (f) The Trustee shall, upon direction by Parent, take all actions that are
necessary, appropriate or desirable to permit a registration statement for the
Trust Stock under the Securities Act of 1933, as amended, and/or an information
statement for the Trust Stock under the Securities Exchange Act of 1934, as
amended, and, in either case, a registration statement, information statement,
exchange offer or other documents under any other applicable securities laws, to
be filed and to become effective in connection with any disposition of the Trust
Stock permitted by the Shareholders Agreement. To the extent that registration
is required under the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, or any other applicable securities laws in
respect of any distribution of Trust Stock as contemplated herein, the Purchaser
or Parent shall reimburse the Trustee for any expenses incurred by it and
indemnify and hold the Trustee harmless from and against any loss, liability,
cost or expense related thereto or arising therefrom.
 
     (g) Except as provided in this Paragraph 8, the Trustee shall not dispose
of, or in any way encumber, the Trust Stock.
 
     (h) Notwithstanding the foregoing, if the ICC issues a declaratory order
that the termination of the Trust will not cause Parent, the Purchaser or their
affiliates to have control of the Company, the Trustee shall transfer to or upon
the order of the Purchaser, Parent or the holder or holders of Trust
Certificates hereunder as then known to the Trustee, its right, title and
interest in and to all of the Trust Stock then held by it in accordance with the
terms, conditions and agreements of this Trust Agreement and not theretofore
transferred by it as provided in subparagraph (a) hereof, and this Trust shall
cease and come to an end.
 
     9. Neither the Trustee nor any affiliate of the Trustee may have (i) any
officers, or members of their respective boards of directors, in common with the
Purchaser, Parent, or any affiliate of either, or (ii) any direct or indirect
business arrangements or dealings, financial or otherwise, with the Purchaser,
Parent or any affiliate of either, other than dealings pertaining to
establishment and carrying out of this voting trust. Mere investment in the
stock or securities of the Purchaser or Parent or any affiliate of either by the
Trustee, short of obtaining a controlling interest, will not be considered a
proscribed business arrangement or dealing, but in no event shall any such
investment by the Trustee in voting securities of the Purchaser, Parent or their
affiliates exceed 5 percent of their outstanding voting securities and in no
event shall the Trustee hold a proportion of such voting securities so
substantial as to permit the Trustee in any way to control or direct the affairs
of the Purchaser, Parent or their affiliates. Neither the Purchaser, Parent nor
their affiliates shall purchase the stock or securities of the Trustee or any
affiliate of the Trustee.
 
                                      K-4

     10. The Trustee shall be entitled to receive reasonable and customary
compensation for all services rendered by it as Trustee under the terms hereof
and said compensation to the Trustee, together with all counsel fees, taxes, or
other expenses reasonably incurred hereunder, shall be promptly paid by the
Purchaser or Parent, who shall be jointly and severally liable for the same.
 
     11. The Trustee may at any time or from time to time appoint an agent or
agents and may delegate to such agent or agents the performance of any
administrative duty of the Trustee and be entitled to reimbursement for the fees
and expenses of such agents.
 
     12. The Trustee shall not be answerable for the default or misconduct of
any agent or attorney appointed by it in pursuance hereof if such agent or
attorney shall have been selected with reasonable care. The duties and
responsibilities of the Trustee shall be limited to those expressly set forth in
this Trust Agreement. The Trustee shall be fully protected by acting in reliance
upon any notice, advice, direction or other document or signature believed by
the Trustee to be genuine. The Trustee shall not be responsible for the
sufficiency or accuracy of the form, execution, validity or genuineness of the
Trust Stock, or of any other documents, or of any endorsement thereon, or for
any lack of endorsement thereon, or for any description therein, nor shall the
Trustee be responsible or liable in any respect on account of the identity,
authority or rights of the persons executing or delivering or purporting to
execute or deliver any such Trust Stock or other document or endorsement or this
Trust Agreement, except for the execution and delivery of this Trust Agreement
by this Trustee. The Purchaser and Parent agree that they will at all times
jointly and severally protect, indemnify and save harmless the Trustee from any
loss, damages, liability, cost or expense of any kind or character whatsoever in
connection with this Trust except those, if any, resulting from the gross
negligence or willful misconduct of the Trustee, and will at all times
themselves undertake, assume full responsibility for, and pay on a current
bases, but at least quarterly, all cost and expense of any suit or litigation of
any character, whether or not involving a third party, including any proceedings
before the ICC, with respect to the Trust Stock or this Trust Agreement, and if
the Trustee shall be made a party thereto, or be the subject of any
investigation or proceeding (whether formal or informal), the Purchaser or
Parent will pay all costs, damages and expenses, including reasonable counsel
fees, to which the Trustee may be subject by reason thereof; provided, however,
that the Purchaser and Parent shall not be responsible for the cost and expense
of any suit that the Trustee shall settle without first obtaining Parent's
written consent. The indemnification obligations of the Purchaser and Parent
shall survive any termination of this Trust Agreement or the removal,
resignation or other replacement of the Trustee. The Trustee may consult with
counsel selected by it and the opinion of such counsel shall be full and
complete authorization and protection in respect of any action taken or omitted
or suffered by the Trustee hereunder in good faith and in accordance with such
opinion.
 
     13. To the extent requested to do so by the Purchaser or any registered
holder of a Trust Certificate, the Trustee shall furnish to the party making
such request full information with respect to (i) all property theretofore
delivered to it as Trustee, (ii) all Property then held by it as Trustee, and
(iii) all action theretofore taken by it as Trustee.

     14. The Trustee, or any trustee hereafter appointed, may at any time resign
by giving sixty days' written notice of resignation to Parent and the ICC.
Parent shall at least fifteen days prior to the effective date of such notice
appoint a successor trustee which shall (i) satisfy the requirements of
Paragraph 9 hereof and (ii) be a corporation organized and doing business under
the laws of the United States or of any State thereof and authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000 and subject to supervision or examination by federal or
state authority. If no successor trustee shall have been appointed and shall
have accepted appointment at least fifteen days prior to the effective date of
such notice of resignation, the resigning Trustee may petition any authority or
court of competent jurisdiction for the appointment of a successor trustee. Upon
written assumption by the successor trustee of the Trustee's powers and duties
hereunder, a copy of the assumption shall be delivered by the Trustee to Parent
and the ICC and all registered holders of Trust Certificates shall be notified
of such assumption, whereupon the Trustee shall be discharged of its powers and
duties hereunder and the successor trustee shall become vested therewith. In the
event of any material violation by the Trustee of the terms and conditions of
this Trust Agreement, the Trustee shall become disqualified from acting as
trustee hereunder as soon as a successor trustee shall have been selected in the
manner provided by this paragraph.
 
                                      K-5

     15. Subject to the terms of the Shareholders Agreement, this Trust
Agreement may from time to time be modified or amended by agreement executed by
the Trustee, the Purchaser, Parent and all registered holders of the Trust
Certificates (i) pursuant to an order of the ICC, (ii) with the prior approval
of the ICC, (iii) in order to comply with any order of the ICC or (iv) upon
receipt of an opinion of counsel satisfactory to the Trustee and the holders of
Trust Certificates that an order of the ICC approving such modification or
amendment is not required and that the amendment is consistent with the
regulations of the ICC regarding voting trusts.
 
     16. The provisions of this Trust Agreement and of the rights and
obligations of the parties hereunder shall be governed by the laws of the State
of Delaware, except that to the extent any provision hereof may be found
inconsistent with the Interstate Commerce Act or regulations promulgated
thereunder by the ICC, such Act and regulations shall control and such provision
hereof shall be given effect only to the extent permitted by such Act and
regulations. In the event that the ICC shall, at any time hereafter by final
order, find that compliance with law requires any other or different action by
the Trustee than is provided herein, the Trustee shall act in accordance with
such final order instead of the provisions of this Trust Agreement.
 
     17. This Trust Agreement is executed in duplicate, each of which shall
constitute an original, and one of which shall be retained by Parent and the
other shall be held by the Trustee.
 
     18. A copy of this Agreement and any amendments or modifications thereto
shall be filed with the ICC by the Purchaser.
 
     19. This Trust Agreement shall be binding upon the successors and assigns
to the parties hereto, including without limitation successors to the Purchaser

and Parent by merger, consolidation or otherwise.
 
     20. The term 'ICC' includes any successor agency or governmental department
that is authorized to carry out the responsibilities now carried out by the ICC
with respect to voting trusts and control of common carriers.
 
     21. (a) Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be mailed by U.S. mail, certified mail,
return receipt requested or by Federal Express, Express Mail, or similar
overnight delivery or courier service or delivered (in person or by telecopy)
against receipt to the party to whom it is to be given at the address of such
party set forth below (or to such other address as the party shall have given
notice of) with a copy to each of the other parties hereto:

                                     
     To the Trustee:                    Southwest Bank of St. Louis
                                        2301 South Kingshighway
                                        St. Louis, Missouri 63110
                                        Attention: Linn H. Bealke
                                                     Vice Chairman
     To Parent:                         Union Pacific Corporation
                                        Eighth and Eaton Avenues
                                        Bethlehem, Pennsylvania 18018
                                        Attention: Carl W. von Bernuth, Esq.
                                                     Senior Vice President
     To the Purchaser:                  UP Acquisition Corporation
                                        c/o Union Pacific Corporation
                                        Eighth and Eaton Avenues
                                        Bethlehem, Pennsylvania 18018
                                        Attention: Carl W. von Bernuth, Esq.
                                                     Vice President

     (b) Unless otherwise specifically provided herein, any notice to or
communication with the holders of the Trust Certificates hereunder shall be
deemed to be sufficiently given or made if enclosed in postpaid envelopes
(regular not registered mail) addressed to such holders at their respective
addresses appearing on the Trustee's transfer books, and deposited in any post
office or post office box. The addresses of the holders of Trust Certificates,
as shown on the Trustee's transfer books, shall in all cases be deemed to be the
addresses of Trust Certificate holders for all purposes under this Trust
Agreement, without regard to what other or different
 
                                      K-6

addresses the Trustee may have for any Trust Certificate holder on any other
books or records of the Trustee. Every notice so given of mailing shall be the
date such notice is deemed given for all purposes.
 
     22. Each of the parties hereto acknowledges and agrees that in the event of
any breach of this Agreement, each non-breaching party would be irreparably and
immediately harmed and could not be made whole by monetary damages. It is
accordingly agreed that the parties hereto (a) will waive, in any action for

specific performance, the defense of adequacy of a remedy at law and (b) shall
be entitled, in addition to any other remedy to which they may be entitled at
law or in equity, to compel specific performance of this Agreement in any action
instituted in any state or federal court sitting in Wilmington, Delaware. Each
party hereto consents to personal jurisdiction in any such action brought in any
state or federal court sitting in Wilmington, Delaware.
 
     IN WITNESS WHEREOF, Union Pacific Corporation and UP Acquisition
Corporation have caused this Trust Agreement to be executed by their Treasurers
and their corporate seals to be affixed, attested by their Secretaries, and
Southwest Bank of St. Louis has caused this Trust Agreement to be executed by
one of its duly authorized corporate officers and its corporate seal to be
affixed, attested to by its Corporate Secretary or one of its Assistant
Corporate Secretaries, the day and year first above written.

                                     
Attest:                                 UNION PACIFIC CORPORATION
 
/s/ T. Whitaker                         By /s/ Gary M. Stuart
- ---------------------------------       -----------------------------------
Secretary                               Treasurer
 
Attest:                                 UP ACQUISITION CORPORATION
 
/s/ Carl W. von Bernuth                 By /s/ Gary M. Stuart
- ---------------------------------       -----------------------------------
Secretary                               Treasurer
 
Attest:                                 SOUTHWEST BANK OF ST. LOUIS
 
/s/ Carol B. Doleny                     By /s/ Linn H. Bealke
- ---------------------------------       -----------------------------------

                                      K-7

                                                                       EXHIBIT C
                                                       TO VOTING TRUST AGREEMENT
 
NO.                                                                       SHARES
                            VOTING TRUST CERTIFICATE
                                      FOR
                                 COMMON STOCK,
                                $0.001 PAR VALUE
                                       OF
                       SOUTHERN PACIFIC RAIL CORPORATION
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
 
     THIS IS TO CERTIFY that                            will be entitled, on the
surrender of this Certificate, to receive on the termination of the Voting Trust
Agreement hereinafter referred to, or otherwise as provided in Paragraph 7 of
said Voting Trust Agreement, a certificate or certificates for        shares of
the Common Stock, $0.001 par value, of Southern Pacific Rail Corporation, a
Delaware corporation (the 'Company'). This Certificate is issued pursuant to,
and the rights of the holder hereof are subject to and limited by, the terms of
a Voting Trust Agreement, dated as of August 3, 1995, executed by Union Pacific
Corporation, a Utah corporation, UP Acquisition Corporation, a Delaware
corporation, and Southwest Bank of St. Louis, as Voting Trustee, a copy of which
Voting Trust Agreement is on file in the registered office of said corporation
at The Corporation Trust Co., 100 West Tenth Street, Wilmington, Delaware 19801,
and open to inspection of any stockholder of the Company and the holder hereof.
The Voting Trust Agreement, unless earlier terminated (or extended) pursuant to
the terms thereof, will terminate on August 3, 2000, so long as no violation of
49 U.S.C. Section 11343 will result from such termination.
 
     The holder of this Certificate shall be entitled to the benefits of said
Voting Trust Agreement, including the right to receive payment equal to the cash
dividends, if any, paid by the Company with respect to the number of shares
represented by this Certificate.
 
     This Certificate shall be transferable only on the books of the undersigned
Voting Trustee or any successor, to be kept by it, on surrender hereof by the
registered holder in person or by attorney duly authorized in accordance with
the provisions of said Voting Trust Agreement, and until so transferred, the
Voting Trustee may treat the registered holder as the owner of this Voting Trust
Certificate for all purposes whatsoever, unaffected by any notice to the
contrary.
 
     By accepting this Certificate, the holder hereof assents to all the
provisions of, and becomes a party to, said Voting Trust Agreement.
 
     IN WITNESS WHEREOF, the Voting Trustee has caused this Certificate to be
signed by its officer duly authorized.
 
                                          By ___________________________________
                                                    Authorized Officer
 
Dated:
                                      K-8

                                    PART II
                                       
                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.  Indemnification of Directors and Officers

          UP is a Utah corporation.  The UBCA generally provides that a
corporation may  indemnify any officer or director with respect to any
proceeding, other than a proceeding by or in the  right of the corporation,
if the officer or director acted in good faith and in a manner the officer or 
director reasonably believed to be in or not opposed to the best interests of
the corporation, and, with  respect to any criminal action, such officer or
director had no reasonable cause to believe his conduct  was unlawful.  In a
proceeding by or in the right of a corporation, the UBCA generally provides
that  an officer or director is only entitled to indemnification against
expenses actually and reasonably in curred by him in connection with the
defense or settlement of such proceeding if he acted in good  faith and in a
manner reasonably believed to be in, or not opposed to, the best interests of
the  corporation, except that if such person is adjudged to be liable to the
corporation, such person can  be indemnified if and only to the extent that a
court determines that despite the adjudication of  liability, in view of all
the relevant circumstances, such person is fairly and reasonably entitled to 
indemnity for such expenses as the court shall deem proper.  

          The UBCA generally provides that the liability of a director may
not be eliminated  or limited for (i) the amount of a financial benefit
received by a director to which he is not entitled;  (ii) an intentional
infliction of harm on the corporation or the shareholders; (iii) voting for
or  assenting to an unlawful distribution of assets as defined under the UBCA
or (iv) an intentional  violation of criminal law.

          The UP Articles of Incorporation provide that, to the fullest
extent that the UBCA  permits the limitation or elimination of the liability
of directors, no UP director shall be liable to UP  or its stockholders for
monetary damages for breach of fiduciary duty as a director.  The UP By-laws 
provide for indemnification, to the fullest extent permitted by law, to any
person made or threatened  to be made a party to any action, suit or
proceeding, whether criminal, civil, administrative or  investigative, by
reason of the fact that such person is or was a director, officer or employee
of UP  or serves or served at the request of UP any other enterprise as a
director, officer or employee.  The  term "other enterprise" includes any
corporation, partnership, joint venture, trust or employee benefit  plan. 
The term "service at the request of UP" shall include service as a director,
officer or employee  of UP which imposes duties on, or involves services by,
such director, officer or employee with  respect to an employee benefit plan,
its participants or beneficiaries.

          Any indemnification under the UP By-laws (unless ordered by a
court) shall be made  by UP only as authorized in the specific case upon a
determination that indemnification of the  director, officer or employee is
proper in the circumstances because such person has met the  applicable

standard of conduct required by law.  Such determination shall be made (i) by
the UP  Board by a majority vote of a quorum consisting of directors who were
not parties to such action, suit  or proceeding, or (ii) if such a quorum is
not obtainable, or even if obtainable, if a quorum of  disinterested
directors so directs, by independent legal counsel in a written opinion, or
(iii) by the  shareholders of UP.

                                    II-1

          Pursuant to the terms of the Merger Agreement, UP has agreed that
at all times after  the Effective Time, it will indemnify, or will cause the
Surviving Corporation and its subsidiaries to  indemnify, each person who is,
or has been prior to the date of the Merger Agreement, an employee,  agent,
director or officer of SP or of any of SP's subsidiaries, successors and
assigns (individually,  an "Indemnified Party" and collectively, the
"Indemnified Parties") to the same extent and in the same  manner as is now
provided in the respective charters or by-laws of SP and its subsidiaries or 
otherwise in effect on the date of the Merger Agreement, with respect to any
claim, liability, loss,  damage, cost or expense (whenever asserted or
claimed) ("Indemnified Liability") based in whole or  in part on, or arising
in whole or in part out of, any matter existing or occurring at or prior to
the  Effective Time.  The Merger Agreement also provides that UP will, and
will cause the Surviving  Corporation to, maintain in effect for not less
than six years after consummation of the Merger the  current policies of
directors' and officers' liability insurance maintained by SP and its
subsidiaries on  the date of the Merger Agreement (provided that UP may
substitute therefor policies having at least  the same coverage and
containing terms and conditions which are no less advantageous to the persons 
currently covered by such policies as insured) with respect to matters
existing or occurring at or prior  to the Effective Time; provided, however,
that if the aggregate annual premiums for such insurance  at any time during
such period will exceed 200% of the per annum rate of premium currently paid 
by SP and its subsidiaries for such insurance on the date of the Merger
Agreement, then UP will  cause the Surviving Corporation to, and the
Surviving Corporation will, provide the maximum  coverage that will then be
available at an annual premium equal to 200% of such rate, and UP, in 
addition to the indemnification provided above, will indemnify the
Indemnified Parties for the balance  of such insurance coverage on the same
terms and conditions as though UP were the insurer under  those policies.  In
the event any Indemnified Party becomes involved in any capacity in any
action,  proceeding or investigation based on, or arising from, in whole or
in part, any matter, including the  transactions contemplated by the Merger
Agreement, existing or occurring at or prior to the Effective  Time, then, to
the extent permitted by law, UP will, or will cause the Surviving Corporation
to,  periodically advance to such Indemnified Party its legal and other
expenses (including the cost of any  investigation and preparation incurred
in connection therewith), subject to the provision by such  Indemnified Party
of an undertaking to reimburse the amounts so advanced in the event of a
final  determination by a court of competent jurisdiction that such
Indemnified Party is not entitled thereto.

Item 21.  Exhibits and Financial Statement Schedules.

          (a)  The exhibits to this Registration Statement are listed in the
Exhibit Index hereto  and are incorporated herein by reference.

Item 22.  Undertakings.

          UP (hereinafter the "Registrant") hereby undertakes as follows:

          (1)   to file, during any period in which offers or sales are being
made, a post- effective amendment to this registration statement:

          (i)   to include any prospectus required by Section 10(a)(3) of the
Securities Act;

          (ii)  to reflect in the prospectus any facts or events arising
after the effective date  of the Registration Statement (or the most recent
post-effective amendment thereof) which, 

                                    II-2

individually or in the aggregate, represent a fundamental change in the
information set forth in the  Registration Statement.  Notwithstanding the
foregoing, any increase or decrease in volume of securi ties offered (if the
total dollar value of securities offered would not exceed that which was
registered)  and any deviation from the low or high end of the estimated
maximum offering range may be  reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the  aggregate, the changes in
volume and price represent no more than a 20% change in the maximum 
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective  Registration Statement;

          (iii) to include any material information with respect to the plan
of distribution  not previously disclosed in the Registration Statement or
any material change to such information in  the Registration Statement;

          Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the registration  statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to  Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration  Statement;

          (2)   that, for the purpose of determining any liability under the
Securities Act,  each such post-effective amendment shall be deemed to be a
new registration statement relating to the  securities offered therein, and
the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof;

          (3)   to remove from registration by means of a post-effective
amendment any  of the securities being registered which remain unsold at the
termination of the offering;

          (4)   that for purposes of determining any liability under the
Securities Act, each  filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act  (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section 
15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be  deemed to be a new registration statement
relating to the securities offered therein, and the offering  of such
securities at that time shall be deemed to be the initial bona fide offering
thereof;

          (5)   that prior to any public reoffering of the securities
registered hereunder  through use of a prospectus which is a part of this
Registration Statement, by any person or party who  is deemed to be an
underwriter within the meaning of Rule 145(c), such reoffering prospectus
will  contain the information called for by the applicable registration form
with respect to reofferings by  persons who may be deemed underwriters, in
addition to the information called for by the other items  of the applicable
form;

          (6)   that every prospectus (i) that is filed pursuant to paragraph
(6) immediately  preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Securities Act and  is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of an 
amendment to this Registration Statement and will not be used until such
amendment is effective, and  that, for purposes of determining any liability
under the Securities Act, each such post-effective  amendment shall be deemed
to be a new registration statement relating to the securities offered 

                                    II-3

therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide  offering thereof;

          (7)   insofar as indemnification for liabilities arising under the
Securities Act may  be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions  referred to in Item 20
above, or otherwise, the Registrant has been advised that in the opinion of
the  Commission such indemnification is against public policy as expressed in
the Securities Act and is,  therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other  than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling  persons of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by  such director, officer or
controlling person in connection with the securities being registered, the 
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling prece dent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it  is against
public policy as expressed in the Securities Act and will be governed by the
final  adjudication of such issue;

          (8)   to respond to requests for information that is incorporated
by reference in  the Registration Statement pursuant to Item 4, 10(b), 11 or

13 of Form S-4, within one business day  of receipt of such request and to
send the incorporated documents by first class mail or other equally  prompt
means.  This includes information contained in documents filed subsequent to
the effective  date of this Registration Statement through the date of
responding to the request; and

          (9)   to supply by means of a post-effective amendment all
information  concerning a transaction, and the company being acquired
involved therein, that was not the subject  of and included in the
Registration Statement when it became effective.

                                    II-4

                                 SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration  Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Bethlehem, State of  Pennsylvania, on December 1, 1995.

                                UNION PACIFIC CORPORATION

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

          Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by  the following persons in the
capacities and on the dates indicated.*

                            Signature and Title

              **
- ---------------------------------
          Drew Lewis
         Chairman and
      Chief Executive Officer
  (Principal Executive Officer)

    /s/ L. White Matthews, III               
- ---------------------------------
       L. White Matthews, III
   Director and Executive Vice 
        President-Finance 
   (Principal Financial and

       Accounting Officer)

             **
- ---------------------------------
       Richard J. Mahoney
           Director

             **
- ---------------------------------             
       Claudine B. Malone
           Director

- ---------------------------------
       Jack L. Messman
          Director

_______________________________

* Each of the following signatures is affixed as of December 1, 1995.

                                    II-5

              **                              
- ---------------------------------
       Richard K. Davidson
    Director, President and
    Chief Operating Officer

            **                                
- ---------------------------------                                  
       Robert P. Bauman
          Director

            **                                 
- ---------------------------------        
       Richard B. Cheney
          Director

            **                             
- ---------------------------------
       E. Vergil Conway
          Director

            **                             
- ---------------------------------
       Spencer F. Eccles
          Director

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

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

            **                   
- ---------------------------------          
       Judith Richards Hope
           Director

           **                             
- ---------------------------------
       Lawrence M. Jones
           Director

           **                                     
- ---------------------------------
       John R. Meyer
         Director

            **                                   
- ---------------------------------
    Thomas A. Reynolds, Jr.
           Director

           **                             
- ---------------------------------
    James D. Robinson, III
         Director

              **                             
- ---------------------------------
       Robert W. Roth

          Director

             **                             
- ---------------------------------
       Richard S. Simmons
           Director

_________________

**       By:  /s/ Thomas E. Whitaker     Attorney-in-Fact

                                    II-6

                               EXHIBIT INDEX

Exhibit No.      Document

2.1              Agreement and Plan of Merger, by and among UP, UP
                 Acquisition, UPRR and SP,  dated as of August 3, 1995
                 (incorporated by reference to Annex B to the Joint Proxy 
                 Statement/Prospectus included herein).  The Registrant will
                 furnish supplementally a  copy of all omitted schedules to
                 Exhibit 2.1 upon the request of the Commission.

5.1              Opinion of Parsons Behle & Latimer.

8.1              Opinion of Skadden, Arps, Slate, Meagher & Flom regarding
                 tax matters.

8.2              Opinion of Shearman & Sterling  regarding tax matters.

9.1              Voting Trust Agreement  (incorporated by reference to Annex
                 K to the Joint Proxy State ment/Prospectus included herein).

10.1             Anschutz Shareholders Agreement  (incorporated by reference
                 to Annex D to the Joint  Proxy Statement/Prospectus included
                 herein).

10.2             MSLEF Shareholder Agreement  (incorporated by reference to
                 Annex E to the Joint  Proxy Statement/Prospectus included
                 herein).

10.3             UP Shareholders Agreement  (incorporated by reference to
                 Annex F to the Joint Proxy  Statement/Prospectus included
                 herein).

10.4             Anschutz/Resources Shareholders Agreement  (incorporated by
                 reference to Annex G to  the Joint Proxy
                 Statement/Prospectus included herein).

10.5             Anschutz/UP Registration Rights Agreement  (incorporated by
                 reference to Annex H to  the Joint Proxy
                 Statement/Prospectus included herein).

10.6             Anschutz/Resources Registration Rights Agreement 
                 (incorporated by reference to Annex  I to the Joint Proxy
                 Statement/Prospectus included herein).

10.7             UP Acquisition/SP Registration Rights Agreement 
                 (incorporated by reference to Annex  J to the Joint Proxy
                 Statement/Prospectus included herein).

10.8             Clarification of Anschutz Shareholders Agreement and

                 Anschutz/Spinco Shareholders  Agreement.

10.9             Clarification of Parent Shareholders Agreement.

10.10            Clarification of Agreement and Plan of Merger.

21.1.            Subsidiaries of the Registrant.

                                    II-7

23.1             Consent of Deloitte & Touche LLP.

23.2             Consent of KPMG Peat Marwick LLP.

23.3             Consent of Parsons Behle & Latimer (included in Exhibit 5.1
                 which is filed herewith).

23.4             Consent of Skadden, Arps, Slate, Meagher & Flom (included in
                 Exhibit 8.1 herewith).

23.5             Consent of Shearman & Sterling (included in Exhibit 8.2
                 herewith).

23.6             Consent of Morgan Stanley & Co. Incorporated.

24.1             Powers of Attorney.

99.1             Form of Proxy to be used in connection with the Special
                 Meeting of Stockholders of SP.

99.2             Form of Election/Letter of Transmittal.

99.3             Form of Notice of Guaranteed Delivery.

99.4             Irrevocable Proxies granted by the Anschutz Shareholders.

99.5             Irrevocable Proxy granted by MSLEF.

                              December 1, 1995

Union Pacific Corporation
Martin Tower
Eighth and Eaton Avenues
Bethlehem, Pennsylvania  18018

               Re:  Union Pacific Corporation
                    Registration Statement on Form S-4

Dear Ladies and Gentlemen:

          We have acted as special Utah corporate counsel
to Union Pacific Corporation, a Utah corporation (the
"Company"), in connection with the Registration Statement
(the "Registration Statement") on Form S-4 filed with the
Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act").
The Registration Statement relates to the registration of
the shares of Common Stock of the Company, par value
$2.50 per share (the "UP Common Stock"), to be issued in
the proposed merger (the "Merger") of Southern Pacific
Rail Corporation, a Delaware corporation ("SP"), with and
into Union Pacific Railroad Company, a Utah corporation
("UPRR") and wholly owned subsidiary of the Company.  The
Merger is to be effected pursuant to an Agreement and Plan
of Merger, dated as of August 3, 1995 (the "Merger
Agreement"), by and among the Company, UP Acquisition
Corporation, a Delaware corporation, UPRR and SP.

          Pursuant to the Merger Agreement, each share of
Common Stock of SP, par value $.001 per share (the "SP
Common Stock"), other than shares of SP Common Stock that
are owned by the Company or any direct or indirect wholly
owned subsidiary of the Company, (which shares of SP
Common Stock will be cancelled and retired), shall be
converted, subject to proration and certain other limita-

Union Pacific Corporation

December 1, 1995
Page 2

tions, at the election of the holder, into the right to
receive (i) .4065 shares of UP Common Stock or (ii)
$25.00 in cash.

          In connection with this opinion, we have exam-
ined originals, or copies certified or otherwise identi-
fied to our satisfaction, of the articles of incorpora-
tion and the bylaws of the Company.  We have also exam-
ined originals or copies, certified or otherwise identi-
fied to our satisfaction, of such records of the Company,
such agreements, certificates of public officials, cer-
tificates of officers or other representatives of the
Company, and such other documents, certificates and
records as we have deemed necessary or appropriate as a
basis for the opinions set forth herein.

          In our examination, we have assumed the legal
capacity of all natural persons, the genuineness of all
signatures, the completeness and authenticity of all
documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as
certified or photostatic copies and the completeness and
authenticity of the originals of such latter documents. 
In making our examination of documents executed by par-
ties other than the Company, we have assumed (i) that
each such party has satisfied those legal requirements
that are applicable to it to the extent necessary to make
such documents enforceable against it, including without
limitation due authorization by all requisite action,
corporate or other, and due execution and delivery, and
(ii) the validity and binding effect thereof.  As to
certain facts material to the opinions expressed herein,
we have relied, without investigation or independent
verification, upon oral or written statements and repre-
sentations of officers and other representatives of the
Company and others, and upon certificates issued by
governmental officials, offices or agencies.

          Members of our firm are admitted to the Bar in
the State of Utah, and we do not express any opinion as
to the laws of any other jurisdiction.  We express no
opinion as to, and assume compliance with, any applicable
federal or state securities laws.

Union Pacific Corporation

December 1, 1995
Page 3

          Based upon and subject to the foregoing, we are
of the opinion that:

          1.  The Company is a validly existing corpora-
tion under the laws of the State of Utah; and

          2.  The shares of UP Common Stock to be issued
in the Merger pursuant to the Merger Agreement have been
duly authorized, and upon the conclusion of the proceed-
ings and actions which we understand are intended to be
completed and taken prior to the Merger, such shares of
UP Common Stock, when issued and delivered in accordance
with the terms of the Merger Agreement, will be validly
issued, fully paid and nonassessable.

          We hereby consent to the filing of this opinion
with the Commission as Exhibit 5 to the Registration
Statement and to the reference therein to this firm under
the heading Legal Matters.  In giving such consent we do
not thereby admit or imply that we are in the category of
a person whose consent is required under Section 7 of the
Act.

                              Very truly yours,

                              PARSONS BEHLE & LATIMER

                                                        December 1, 1995

Union Pacific Corporation
Martin Tower
Eighth & Eaton Avenues
Bethlehem, Pennsylvania  18018

                                Re:  Registration No.33-[        ]
                                     Registration Statement on Form S-4

Ladies and Gentlemen:

        We have acted as special counsel for Union 
Pacific Corporation, a Utah corporation (the "Company"), 
in connection with the above captioned Registration 
Statement on Form S-4 filed with the Securities and 
Exchange Commission on December ___, 1995, relating to 
the Agreement and Plan of Merger, dated as of August 3, 
1995 (the "Merger Agreement"), by and among Southern 
Pacific Rail Corporation ("SP"), the Company, Union 
Pacific Railroad Company ("UPRR"), a wholly owned subsid-
iary of the Company, and UP Acquisition Corporation 
("Acquisition"), a wholly owned subsidiary of UPRR, 
pursuant to which, among other things, (i) SP will be 
merged with and into UPRR, with UPRR as the surviving 
corporation (the "Merger") and (ii) each share of SP 
common stock, par value $.001 per share (the "Common 
Stock" or the "Shares"), will be converted into the right 
to receive, in accordance with the election to be filed 
by each stockholder of SP and subject to the limitations 
set forth in the Merger Agreement, (a) $25.00 per Share 
in cash, without interest thereon, (b) .4065 shares of 
Company common stock, par value $2.50 per share, or (c) a 
combination thereof, and the purchase by Acquisition of 

Union Pacific Corporation
December 1, 1995
Page 2

39,034,471 Shares at a price of $25.00 per Share in cash 
pursuant to its tender offer dated August 9, 1995 (the 
"Offer").

        We hereby confirm that the discussion set forth 
in the above captioned Registration Statement under the 
heading "Certain Federal Income Tax Consequences" is a 
fair and accurate summary of the United States federal 
income tax consequences of the Offer and the Merger, 
based upon the assumptions and qualifications set forth 
therein and current law and based upon the assumption that
we will be able to deliver the opinion required by section
6.2(g) of the Merger Agreement as a condition to the
consummation of the Merger.  It is possible that contrary 
positions may be taken by the Internal Revenue Service and
that a court may agree with such contrary positions.

        We hereby consent to the filing of this opinion 
as Exhibit 8.1 to the Registration Statement.  In giving 
such consent, we do not thereby admit that we are in the 
category of persons whose consent is required under 
Section 7 of the Securities Act of 1933.

                                Very Truly Yours,

                                Skadden, Arps, Slate
                                  Meagher & Flom

                                                        December 1, 1995

               Southern Pacific Rail Corporation
               Southern Pacific Building
               One Market Plaza
               San Francisco, California 94105

               Dear Ladies and Gentlemen:

                        We are acting as special counsel to Southern 
               Pacific Rail Corporation, a Delaware corporation ("SP"), 
               in connection with the proposed merger (the "Merger") of 
               SP with and into Union Pacific Railroad Company, a Utah 
               corporation ("UPRR") and a wholly-owned subsidiary of 
               Union Pacific Corporation, a Utah corporation ("UP"), 
               pursuant to an Agreement and Plan of Merger, dated as of 
               August 3, 1995 (the "Merger Agreement"), by and among UP, 
               UP Acquisition Corporation, a Delaware corporation and a 
               wholly-owned subsidiary of UPRR ("UP Acquisition"), UPRR 
               and SP.

                        UP has filed with the Securities and Exchange 
               Commission under the Securities Act of 1933, as amended, 
               a registration statement on Form S-4 (the "Registration 
               Statement") with respect to the common stock, par value 
               $2.50 per share, of UP to be issued to holders of shares 
               of common stock, par value $0.001 per share, of SP (the 
               "Common Stock") in connection with the Merger.  In addi-
               tion, UP and SP have prepared, and we have reviewed, a 
               Joint Proxy Statement/Prospectus dated December 1, 1995, 
               which is contained in and made a part of the Registration 
               Statement (the "Joint Proxy Statement/Prospectus"), and 
               the Appendices thereto including the Merger Agreement.  
               In rendering the opinion set forth below we have relied 
               upon the facts stated in the Joint Proxy State-
               ment/Prospectus and upon such other documents as we have 
               deemed appropriate, including the representations of UP 
               and SP referred to in the Joint Proxy State-
               ment/Prospectus.  Our opinion is also based on assump-
               tions concerning certain facts that we consider relevant 
               in the circumstances.

                        Based upon and subject to the foregoing, we are 
               of the opinion that the discussion set forth in the Joint 
               Proxy Statement/Prospectus captioned "The Merger -- Cer-
               tain Federal Income Tax Consequences" (the "Tax Section") 
               accurately describes the material United States federal 
               income tax consequences of the Merger to holders of the 
               outstanding Common Stock, subject to the qualifications 
               and limitations set forth therein, and subject to the 

               assumption that we will be able to deliver the opinion 
               required by section 6.3(f) of the Merger Agreement as a 
               condition to the consummation of the Merger.  No opinion 
               is expressed on any matters other than those specifically 
               referred to herein.

                        The opinion expressed herein is solely for your 
               benefit and the benefit of holders of outstanding Common 
               Stock, and may not be relied upon in any manner or for 
               any purpose by any other person.

                        We hereby consent to the filing of this opinion 
               as an exhibit to the Registration Statement and to the 
               references to this firm in the Tax Section.

                                                        Very truly yours,

                                                        Shearman & Sterling

               EBH/CAH

                               CLARIFICATION OF
                       ANSCHUTZ SHAREHOLDERS AGREEMENT
                                      AND
                    ANSCHUTZ/SPINCO SHAREHOLDERS AGREEMENT

                        Reference is hereby made to (i) a Shareholders 
          Agreement (the "Anschutz Shareholders Agreement"), dated 
          as of August 3, 1995, by and among Union Pacific Corpora-
          tion, a Utah corporation ("Parent"), UP Acquisition 
          Corporation, a Delaware corporation and an indirect 
          wholly owned subsidiary of Parent ("Purchaser"), The 
          Anschutz Corporation, a Kansas corporation ("TAC"), 
          Anschutz Foundation, a Colorado not-for-profit corpora-
          tion (the "Foundation"), and Mr. Philip F. Anschutz ("Mr. 
          Anschutz" and, collectively with TAC and the Foundation, 
          the "Shareholders"), and (ii) a Shareholders Agreement 
          ("Anschutz/Spinco Shareholders Agreement" and, together 
          with the Anschutz Shareholders Agreement, the "Agree-
          ments"), dated as of August 3, 1995, by and among Union 
          Pacific Resources Group Inc., a Delaware corporation and 
          a wholly owned subsidiary of Parent ("Spinco"), and the 
          Shareholders.  On behalf of the parties to the Agree-
          ments, the undersigned are entering into this letter 
          agreement which sets forth certain clarifications to the 
          Agreements in order to correct certain typographical 
          errors, delete surplus verbiage and clarify certain other 
          matters.  Capitalized terms that are defined in the 
          Agreements and are not otherwise defined herein shall 
          have the respective meanings ascribed to them in the 
          Agreements.  The parties agree that the Agreements shall 
          be conformed to reflect the following clarifications:

                        1.      Section 3(b) of the Anschutz Shareholders 
          Agreement.  The word "or" was inadvertently omitted from 
          the last sentence of Section 3(b) of the Anschutz Share-
          holders Agreement between the phrases "operation of law" 
          and "upon the occurrence", and shall be deemed to be 
          inserted between such phrases.

                        2.      Section 5(a) of the Anschutz Shareholders 
          Agreement.  The phrase "and (D) following consummation of 
          the Merger, the acquisition of not more than 131,723 
          shares of Parent Common Stock pursuant to the Airplane 
          Purchase Agreement dated as of May 5, 1994 between TAC 
          and Learjet Inc. (as amended from time to time, the 

          "Airplane Purchase Agreement")" was inadvertently omitted 
          from clause (i) of Section 5(a) of the Anschutz Share-
          holders Agreement immediately following the phrase "(C) 
          the issuance and delivery of Parent Voting Securities 
          pursuant to the Merger Agreement" and shall be deemed to 
          be inserted therein and the word "and" preceding "(C)" 
          shall be deemed to be deleted.  In addition, the refer-
          ence to "Section 5(b)" in clause (z) of the last para-
          graph of Section 5(a) of the Anschutz Shareholders Agree-
          ment was incorrect and shall be deemed to the deleted and 
          the correct reference to "Section 5(c)" shall be deemed 
          to be inserted therein.

                        3.      Section 5(b) of the Anschutz Shareholders 
          Agreement.  The phrase "pursuant to the Airplane Purchase 
          Agreement and" was inadvertently omitted from Section 
          5(b) of the Anschutz Shareholders Agreement immediately 
          before the phrase "by way of stock dividends or other 
          distributions" and shall be deemed to be inserted there-
          in.

                        4.      Section 5(c) of the Anschutz Shareholders 
          Agreement.  The words "with respect to the election of 
          directors" was inadvertently omitted from Section 5(c) of 
          the Anschutz Shareholders Agreement immediately following 
          the phrase "and as directed by the Persons acting as 
          Proxies in respect of proxies solicited by the Board of 
          Directors of Parent" in clause (ii) thereof and shall be 
          deemed to be inserted therein.

                        5.      Section 6(a) of the Anschutz Shareholders 
          Agreement.  The word "which" at the beginning of the 
          phrase "which respect to the identity of the acquiror of 
          such Parent Voting Securities ..." at line 18 of Section 
          6(a) of the Anschutz Shareholders Agreement was inadver-
          tently inserted and shall be deemed to be deleted and the 
          word "with" shall be deemed to be inserted in lieu there-
          of.

                        6.      Section 6(b) of the Anschutz Shareholders 
          Agreement.  The phrase "set forth in the proviso in 
          Section 6(a) hereof" contained in the tenth sentence of 
          Section 6(b) of the Anschutz Shareholders Agreement con-
          tains a typographical omission and surplus verbiage.  The 
          word "as" was inadvertently omitted immediately before 
          such phrase and shall be deemed to be inserted therein, 
          and the words "the proviso in" were inadvertently insert-
          ed in such phrase and shall be deemed to be deleted 
          therefrom.

                        7.      Section 7(a) of the Anschutz Shareholders 
          Agreement.  The following phrase was inadvertently omit-

                                       2

          ted from the sixth sentence of Section 7(a) of the 
          Anschutz Shareholders Agreement and shall be deemed to be 
          inserted at the end of such sentence:

                         ; provided, however that Parent shall not be 
                         obligated to cause the Shareholder Designee to 
                         become a member of the Compensation, Benefits 
                         and Nominating Committee of the Board if, and 
                         only for so long as, in the opinion of tax 
                         counsel for Parent (which may be internal or 
                         outside counsel), the membership of the Share-
                         holder Designee on such Committee would be 
                         likely to cause the disallowance of any deduc-
                         tion by Parent for federal income tax purposes 
                         under Section 162(m) of the Code or any other 
                         provision of, or regulation under, the Code now 
                         or hereafter in effect.  Parent acknowledges 
                         that the Shareholder Designee, consistent with 
                         his rights and duties as a director, shall have 
                         access to all information that he may request 
                         concerning actions taken by the Compensation, 
                         Benefits and Nominating Committee.

                         8.     Section 9(c) of the Anschutz Shareholders 
          Agreement.  The phrase ", except that TAC has the right 
          to acquire up to 324,041 (less any amount subsequently 
          sold by Learjet, Inc. or its assignee) shares of Company 
          Common Stock pursuant to the Airplane Purchase Agreement" 
          was inadvertently omitted from Section 9(c) of the 
          Anschutz Shareholders Agreement at the end of the second 
          sentence thereof and shall be deemed to be inserted 
          therein.

                         9.     Section 2 of the Anschutz/Spinco Sharehold-
          ers Agreement.  The parenthetical phrase "(other than 
          Sections 3, 4, 5, 9, 10, 11 and 14)" was inadvertently 
          omitted after the word "Agreement" in the first line of 
          Section 2 of the Anschutz/Spinco Shareholders Agreement 
          and such parenthetical phrase shall be deemed to be 
          inserted therein.  In addition, the words "this Agree-
          ment" were inadvertently omitted at the end of the second 
          line of Section 2 of the Anschutz/Spinco Shareholders 
          Agreement after the word "and" and such words shall be 
          deemed to be inserted therein.

                        10.     Section 3 of the Anschutz/Spinco Share-
          holders Agreement.  The word "and" was inadvertently 
          omitted from the proviso of Section 3 of the 
          Anschutz/Spinco Shareholders Agreement, between the 
          phrases "with respect to the Company Voting Securities 
          pledged thereunder" and "no such pledge shall prevent 
          ...", and shall be deemed to be inserted between such 

                                       3

          phrases.  In addition, the words "or Spinco Voting Secu-
          rities" were inadvertently omitted following the phrase 
          "Company Common Stock" on line 24 of Section 3 of the 
          Anschutz/Spinco Shareholders Agreement and following the 
          phrase "Company Voting Securities" on lines 26, 35, 37, 
          and 43 of Section 3 of the Anschutz/Spinco Shareholders 
          Agreement and such words shall be deemed to be inserted 
          therein.

                        11.     Section 5(a) of the Anschutz/Spinco Share-
          holders Agreement.  The phrase "and (D) following consum-
          mation of the Merger, the acquisition of not more than 
          such number of shares of Spinco Common Stock as may be 
          received as a dividend on not more than 131,723 shares of 
          Parent Common Stock received by Learjet, Inc. in the 
          Merger, and subject to the Airplane Purchase Agreement 
          dated as of May 5, 1994 between TAC and Learjet Inc. (as 
          amended from time to time, the "Airplane Purchase Agree-
          ment")" was inadvertently omitted from clause (i) of 
          Section 5(a) of the Anschutz/Spinco Shareholders Agree-
          ment immediately following the phrase "(C) the issuance 
          and delivery of Spinco Voting Securities pursuant to the 
          Spin-off" and shall be deemed to be inserted therein and 
          the word "and" preceding "(C)" shall be deemed to be 
          deleted.  In addition, the reference to "Section 5(b)" in 
          clause (z) of the last paragraph of Section 5(a) of the 
          Anschutz/Spinco Shareholders Agreement was incorrect and 
          shall be deemed to be deleted and the correct reference 
          to "Section 5(c)" shall be deemed to be inserted therein.

                        12.     Section 5(b) of the Anschutz/Spinco Share-
          holders Agreement.  The phrase "pursuant to the Airplane 
          Purchase Agreement and" was inadvertently omitted from 
          Section 5(b) of the Anschutz/Spinco Shareholders Agree-
          ment immediately before the phrase "by way of stock 
          dividends or other distributions" and shall be deemed to 
          be inserted therein.

                        13.     Section 5(c) of the Anschutz/Spinco Share-
          holders Agreement.  The words "with respect to the elec-
          tion of directors" were inadvertently omitted from Sec-
          tion 5(c) of the Anschutz/Spinco Shareholders Agreement 
          immediately following the phrase "and as directed by the 
          Persons acting as Proxies in respect of proxies solicited 
          by the Board of Directors of Spinco" in clause (ii) 
          thereof and shall be deemed to be inserted therein.  In 
          the event that Parent in its sole discretion should 
          determine that the Shareholders' voting obligations 
          pursuant to Section 5(c)(ii) of the Anschutz/Spinco 
          Shareholders Agreement could adversely affect the tax-
          free nature of the spin-off of Union Pacific Resources 

                                       4

          Group Inc., Section 5(c)(ii) shall be deemed to be 
          stricken therefrom.

                        14.     Section 6(a) of the Anschutz/Spinco Share-
          holders Agreement.  The word "which" at the beginning of 
          the phrase "which respect to the identity of the acquiror 
          of such Spinco Voting Securities ..." at line 17 of 
          Section 6(a) of the Anschutz/Spinco Shareholders Agree-
          ment was inadvertently inserted and shall be deemed to be 
          deleted, and the word "with" shall be deemed to be in-
          serted in lieu thereof.

                        15.     Section 6(b) of the Anschutz/Spinco Share-
          holders Agreement.  The phrase "set forth in the proviso 
          in Section 6(a) hereof" contained in the tenth sentence 
          of Section 6(b) of the Anschutz/Spinco Shareholders 
          Agreement contains a typographical omission and surplus 
          verbiage; the word "as" was inadvertently omitted immedi-
          ately before such phrase and shall be deemed to be in-
          serted therein, and the words "the proviso in" were inad-
          vertently inserted in such phrase and shall be deemed to 
          be deleted therefrom.

                        16.     Section 7(a) of the Anschutz/Spinco Share-
          holders Agreement.  The words "or until the termination 
          of this Agreement" in the first full paragraph following 
          subparagraph (vi) in Section 7(a) of the Anschutz/Spinco 
          Shareholders Agreement were inadvertently included there-
          in and in lieu thereof the following words shall be 
          deemed to be inserted therein:  "and so long as this 
          Agreement shall not have been terminated".

                        17.     Section 9(c) of the Anschutz/Spinco Share-
          holders Agreement.  The phrase ", except that TAC has the 
          right to acquire up to 520,188 (less any amount subse-
          quently sold by Learjet, Inc. or its assignee) shares of 
          Company Common Stock pursuant to the Airplane Purchase 
          Agreement" was inadvertently omitted from Section 9(c) of 
          the Anschutz/Spinco Shareholders Agreement at the end of 
          the second sentence thereof and shall be deemed to be 
          inserted therein.

                        18.     Section 10 of the Anschutz/Spinco Share-
          holders Agreement.  The word "Delaware" on the second 
          line of Section 10(a) of the Anschutz/Spinco Shareholders 
          Agreement was inadvertently inserted and shall be deemed 
          to be deleted, and the word "Utah" shall be deemed to be 
          inserted in lieu thereof.  

                        19.     Section 13 of the Anschutz/Spinco Share-
          holders Agreement.  The word "Parent" was inadvertently 

          included on lines 25, 36, 37 and 40 of Section 13 of the 

                                       5

          Anschutz/Spinco Shareholders Agreement and in lieu there-
          of the word "Spinco" shall be deemed to be inserted 
          therein.

                          20.   HSR Act Matters.  We understand and ac-
          knowledge that Parent and the Shareholders have agreed 
          that the condition to the Merger set forth in Section 
          6.2(d) of the Merger Agreement was not intended by the 
          parties to, and does not, extend to any waiting period 
          pursuant to the Hart-Scott-Rodino Antitrust Improvements 
          Act of 1976, as amended (the "HSR Act"), applicable to 
          the acquisition by the Shareholders of Parent Voting 
          Securities.  The Shareholders further agree that if all 
          waiting periods applicable under the HSR Act to the 
          acquisition by the Shareholders of Parent Voting Securi-
          ties pursuant to the Merger shall not have expired or 
          been terminated at the time of the Merger, the Sharehold-
          ers will take appropriate action, and Parent will cooper-
          ate with Shareholders, to enable the Merger to close 
          without delay and without violation of the HSR Act, in-
          cluding, for example, by entering into an appropriate 
          escrow agreement or other arrangement pending divestiture 
          or completion of HSR Act review.  Each of Parent and 
          Spinco agrees to cooperate with the Shareholders in these 
          matters, including, among other things, by agreeing if 
          necessary to amend the Anschutz Shareholders Agreement 
          and the Anschutz/Spinco Shareholders Agreement, as the 
          case my be, in the respects required to effect such an 
          arrangement or divestiture.  Subject to the foregoing, 
          each of the parties hereto agrees to use its best efforts 
          to take, or cause to be taken, all action and to do, or 
          cause to be done, all things necessary, proper or advis-
          able, whether under applicable laws and regulations or 
          otherwise, to cause all applicable waiting periods under 
          the HSR Act to expire or terminate with respect to the 
          acquisition by the Shareholders of Parent Voting Securi-
          ties pursuant to the Merger as promptly as practicable 
          following the initial filing by the Shareholders of the 
          applicable pre-merger notification forms pursuant to the 
          HSR Act (it being understood that the Shareholders shall 
          consult with Parent as to the timing of such filing); 
          provided, however, that none of Parent or Spinco or any 
          of their affiliates shall be required to take any action 
          that would be materially harmful to their businesses, 
          assets, operations, financial condition or results of 
          operations.
                                       6

                        IN WITNESS WHEREOF, the parties have caused 
          this Clarification of Anschutz Shareholders Agreement and 
          Anschutz/Spinco Shareholders Agreement to be executed as 
          of August 3, 1995.

                                        UNION PACIFIC CORPORATION

                                        By /s/ L. White Matthews, III
                                           Name: L. White Matthews, III
                                           Title:

                                        UP ACQUISITION CORPORATION

                                        By /s/ Carl W. von Bernuth
                                           Name: Carl W. von Bernuth
                                           Title:

                                        UNION PACIFIC RESOURCES           
                                          GROUP INC.

                                        By /s/ Jack L. Messman
                                           Name: Jack L. Messman
                                           Title:

                                        THE ANSCHUTZ CORPORATION

                                        By /s/ Philip F. Anschutz
                                           Name:  Philip F. Anschutz
                                           Title:  

                                        ANSCHUTZ FOUNDATION

                                        By /s/ Philip F. Anschutz
                                           Name:  Philip F. Anschutz
                                           Title:

                                           /s/ Philip F. Anschutz
                                           Philip F. Anschutz

                                       7

                               CLARIFICATION OF
                         PARENT SHAREHOLDERS AGREEMENT

                        Reference is hereby made to the Shareholders 
          Agreement (the "Parent Shareholders Agreement"), dated as 
          of August 3, 1995, by and among Union Pacific Corpora-
          tion, a Utah corporation ("Parent"), UP Acquisition 
          Corporation, a Delaware corporation and an indirect 
          wholly owned subsidiary of Parent ("Purchaser"), and 
          Southern Pacific Rail Corporation, a Delaware corporation 
          (the "Company").  On behalf of the parties to the Parent 
          Shareholders Agreements, the undersigned are entering 
          into this letter agreement which sets forth certain 
          clarifications to the Parent Shareholders Agreement in 
          order to correct certain typographical errors, delete 
          surplus verbiage and clarify certain other matters.  
          Capitalized terms that are defined in the Parent Share-
          holders Agreement and are not otherwise defined herein 
          shall have the respective meanings ascribed to them in 
          the Parent Shareholders Agreement.  The parties agree
          that the Parent Shareholders Agreement shall be conformed 
          to reflect the following clarifications:

                        1.      Section 2(b) of the Parent Shareholders 
          Agreement.  The word "or" was inadvertently omitted from 
          the last sentence of Section 2(b) of the Parent Share-
          holders Agreement between the phrases "operation of law" 
          and "upon the occurrence", and shall be deemed to be in-
          serted between such phrases.  

                        2.      Section 5(a) of the Parent Shareholders 
          Agreement.  The word "which" at the beginning of the 
          phrase "which respect to the identity of the acquiror of 
          such Company Voting Securities ..." at line 18 of Section 
          5(a) of the Parent Shareholders Agreement was inadver-
          tently inserted and shall be deemed to be deleted and the 
          word "with" shall be deemed to be inserted in lieu there
          of.

                        3.      Section 5(b) of the Parent Shareholders 
          Agreement.  The phrase "set forth in the proviso in 
          Section 6(a) hereof" contained in the tenth sentence of 
          Section 5(b) of the Parent Shareholders Agreement con-
          tains a typographical omission and surplus verbiage, and 
          such phrase shall be deemed to be deleted and the phrase 
          "as set forth in Section 5(a) hereof" shall be deemed to 
          be inserted in lieu thereof.

                        IN WITNESS WHEREOF, the parties have caused 
          this Clarification of Parent Shareholders Agreement to be 
          executed as of August 3, 1995.

                                       UNION PACIFIC CORPORATION

                                       By /s/ L. White Matthews, III
                                          Name: L. White Matthews, III
                                          Title:

                                       UP ACQUISITION CORPORATION

                                       By /s/ Carl W. von Bernuth
                                          Name:  Carl W. von Bernuth
                                          Title:

                                       SOUTHERN PACIFIC RAIL CORPORATION

                                       By /s/ Cannon Y. Harvey
                                       Name:  Cannon Y. Harvey
                                       Title: Executive Vice President

                                       2

                    CLARIFICATION OF
               AGREEMENT AND PLAN OF MERGER

        Reference is hereby made to the Agreement and 
Plan of Merger, dated as of August 3, 1995 (the "Merger 
Agreement"), by and among Union Pacific Corporation, a 
Utah corporation ("Parent"), Union Pacific Railroad 
Company, a Utah corporation and an indirect wholly owned 
subsidiary of Parent ("UPRR"), UP Acquisition Corpora-
tion, a Delaware corporation and a direct wholly owned 
subsidiary of UPRR ("Sub"), and Southern Pacific Rail 
Corporation, a Delaware corporation (the "Company").  On 
behalf of the parties to the Merger Agreement, the under-
signed are entering into this letter agreement which sets 
forth certain clarifications to the Merger Agreement in 
order to correct certain typographical errors, delete 
surplus verbiage and clarify certain other matters.  
Capitalized terms that are defined in the Merger Agree-
ment and not otherwise defined herein shall have the 
respective meanings ascribed to them in the Merger Agree-
ment.  The parties agree that the Merger Agreement shall 
be conformed to reflect the following clarifications:

        1.   Section 5.1(d) of the Merger Agreement.  
The parties understand and agree that (a) Section 5.1(d) 
of the Merger Agreement inadvertently contains a refer-
ence to "(B)" in clause (ii) thereof and that such refer-
ence to "(B)" shall be deemed to be deleted; (b) a semi-
colon was inadvertently omitted immediately before clause 
(ii) of Section 5.1(d) and shall be deemed to be insert-
ed; (c) a comma was inadvertently omitted after the 
phrase "employee benefit plan" in clause (ii) of Section 
5.1(d) and shall be deemed to be inserted therein; and 
(d) the period which was inadvertently inserted at the 
end of Section 5.1(d) shall be deemed to be deleted and a 
semicolon shall be deemed to be inserted in lieu thereof.

        2.   Section 5.4 of the Merger Agreement.  The 
parties wish to clarify that the reference in Section 5.4 
of the Merger Agreement to the 17.25% of the shares of 
capital stock of Spinco for which Parent intends to 
effect an initial public offering shall be calculated 
after giving effect to the issuance of shares in such 
initial public offering and to the shares to be issued to 
employees or reserved for issuance with respect to em-
ployee options.

        3.   Section 5.6(d) of the Merger Agreement.  
The parties wish to clarify that the paragraph beginning 
"First Payment:" in Section 5.6(d) of the Merger Agree-

           
ment, which discusses the payment of the MCP Awards, 
inadvertently contains two references to "December 25, 
1995."  Such references to "December 25, 1995" are hereby 
deemed to be deleted and "December 15, 1995" shall be 
deemed to be inserted in lieu thereof.

        4.   Section 5.11 of the Merger Agreement.  The 
parties wish to clarify that Section 5.11 of the Merger 
Agreement inadvertently states that Parent shall maintain 
directors' and officers' insurance in effect for not less 
than six years after consummation of the Offer; such 
reference to the "Offer" was intended by the parties to 
refer to, and shall hereby be deemed to refer to, the 
"Merger."

        5.   Condition to the Merger.  Subject to and in 
reliance upon compliance with the provisions of the 
proviso of this sentence, the following sentence and 
Section 20 of the Clarification of Anschutz Shareholders 
Agreement and Anschutz/Spinco Shareholders Agreement 
being executed concurrently herewith, the parties agree 
that the condition to the Merger set forth in Section 
6.2(d) of the Merger Agreement was not intended by the 
parties to, and does not, extend to any waiting period 
pursuant to the HSR Act applicable to the acquisition by 
the Anschutz Holders of Parent Common Stock pursuant to 
the Merger; provided, however, that, if all waiting 
periods applicable under the HSR Act to the acquisition 
by the Anschutz Holders of Parent Common Stock pursuant 
to the Merger shall not have expired or been terminated 
at the time of the Merger, the Anschutz Holders will take 
appropriate action, and Parent and the Company will coop-
erate with Anschutz Holders, to enable the Merger to 
close without delay and without violation of the HSR Act, 
including, for example, by entering into an appropriate 
escrow agreement or other arrangement pending divestiture 
or completion of HSR Act review.  Each of the parties 
hereto agrees to use its best efforts to take, or cause 
to be taken, all action and to do, or cause to be done, 
all things necessary, proper or advisable, whether under 
applicable laws and regulations or otherwise, to cause 
all applicable waiting periods under the HSR Act to 
expire or terminate with respect to the acquisition by 
the Anschutz Holders of Parent Common Stock pursuant to 
the Merger; provided, however, that none of the parties 
hereto or their subsidiaries shall be required to take 
any action that would be materially harmful to their 
businesses, assets, operations, financial condition or 
results of operations.

                                       2

        IN WITNESS WHEREOF, the parties have caused 
this Clarification of Agreement and Plan of Merger to be 
executed as of August 3, 1995.

                        UNION PACIFIC CORPORATION

                        By /s/ L. White Matthews, III
                           Name: L. White Matthews, III
                           Title:

                        UP ACQUISITION CORPORATION

                        By /s/ Carl W. von Bernuth
                           Name: Carl W. von Bernuth
                           Title:

                        UNION PACIFIC RAILROAD            
                         COMPANY

                        By /s/ Carl W. von Bernuth
                           Name: Carl W. von Bernuth
                           Title:

                        SOUTHERN PACIFIC RAIL
                          CORPORATION

                        By /s/ Cannon Y. Harvey
                           Name: Cannon Y. Harvey
                           Title: Executive Vice President

                                       3

                                                                     Exhibit 21

                           SIGNIFICANT SUBSIDIARIES
                         OF UNION PACIFIC CORPORATION

                                                        State of
             Name of Corporation                        Incorporation

             Overnite Transportation Company            Virginia
             Union Pacific Railroad Company             Utah
             Missouri Pacific Corporation               Delaware
             Missouri Pacific Railroad Company          Delaware
             Resources Holdings, Inc.                   Delaware
             Union Pacific Finance Company              Delaware
             Union Pacific Resources Company            Delaware
             Union Pacific Resources Group Inc.         Utah
             Union Pacific Technologies, Inc.           Delaware
             Skyway Freight Systems, Inc.               California

                         INDEPENDENT AUDITORS' CONSENT

          We consent to the incorporation by reference in this 
          Registration Statement of Union Pacific Corporation and 
          subsidiary companies ("Union Pacific") on Form S-4 of our 
          report dated January 19, 1995, incorporated by reference 
          in the Annual Report on Form 10-K/A of Union Pacific for 
          the year ended December 31, 1994 and to the reference to 
          us under the heading "Experts" in the Prospectus, which 
          is part of this Registration Statement.

          DELOITTE & TOUCHE LLP
          New York, New York

          December 1, 1995

                             ACCOUNTANT'S CONSENT

          The Board of Directors
          Southern Pacific Rail Corporation

          We consent to the substitution of the financial state-
          ments and schedules filed under Form 10-K/A for the 
          financial statements and schedules previously filed by 
          you as part of your report on Form 10-K for the year 
          ended December 31, 1994, and to the use of our report 
          dated February 24, 1995, included in said annual report 
          after such substitution.

                                        KPMG Peat Marwick LLP

          San Francisco, California
          November 27, 1995

EXHIBIT 23.6

CONSENT OF MORGAN STANLEY & CO. INCORPORATED

November 29, 1995

Southern Pacific Rail Corporation
Southern Pacific Building
One Market Plaza
San Francisco, CA  94105

Dear Sirs:

        We hereby consent to the inclusion in the Registra-
tion Statement on Form S-4, relating to the proposed 
merger of Southern Pacific Rail Corporation with UP 
Acquisition, an indirect wholly owned subsidiary of Union 
Pacific Corporation, of our opinion letter appearing as 
Annex C to the Joint Proxy Statement/Prospectus which is 
a part of the Registration Statement and to the referenc-
es of our firm named therein.  In giving such consent, we 
do not thereby admit that we come within the category of 
persons whose consent is required under Section 7 of the 
Securities Act of 1933 or the rules and regulations 
adopted by the Securities and Exchange Commission there-
under nor do we admit that we are experts with respect to 
any part of such Registration Statement within the mean-
ing of the term "experts" as used in the Securities Act 
of 1933, as amended, or the rules and regulations of the 
Securities and Exchange Commission thereunder.

                `       MORGAN STANLEY & CO. INCORPORATED

                            By: /s/Mahmoud A. Mandani        
                                   Mahmoud A. Mandani
                                   Principal

                               POWER OF ATTORNEY
                                       
                           UNION PACIFIC CORPORATION

                KNOW ALL MEN BY THESE PRESENTS, THAT ROBERT P. 
          BAUMAN, a Director of Union Pacific Corporation, a Utah 
          Corporation (the "Corporation"), hereby appoints DREW 
          LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS 
          E. WHITAKER, and each of them acting individually, his 
          true and lawful attorney, each with power to act without 
          the other and full power of substitution, to execute, 
          deliver and file, for and on his behalf, and in his name 
          and in his capacity as Director, a Registration Statement 
          on Form S-4 (or other appropriate form) for filing with 
          the Securities and Exchange Commission under the Securi-
          ties Act of 1933, as amended, and any other documents in 
          support thereof or supplemental or amendatory thereto, 
          with respect to the issuance and distribution of shares 
          of Corporation Common Stock, par value $2.50 per share, 
          pursuant to the merger of Southern Pacific Rail Corpora-
          tion with and into the Corporation's wholly-owned subsid-
          iary, Union Pacific Railroad Company, hereby granting to 
          such attorneys and each of them full power and authority 
          to do and perform each and every act and thing whatsoever 
          as such attorney or attorneys may deem necessary or 
          advisable to carry out fully the intent of the foregoing 
          as the undersigned might or could do personally or in his 
          capacity as Director, hereby ratifying and confirming all 
          acts and things which such attorney or attorneys may do 
          or cause to be done by virtue of this power of attorney.

                IN WITNESS WHEREOF, the undersigned has executed 
          this power of attorney as of the 28th day of September, 
          1995.

                                               /s/Robert P. Bauman   
                                                  ROBERT P. BAUMAN

                               POWER OF ATTORNEY
                                       
                           UNION PACIFIC CORPORATION

                KNOW ALL MEN BY THESE PRESENTS, THAT RICHARD B. 
          CHENEY, a Director of Union Pacific Corporation, a Utah 
          Corporation (the "Corporation"), hereby appoints DREW 
          LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS 
          E. WHITAKER, and each of them acting individually, his 
          true and lawful attorney, each with power to act without 
          the other and full power of substitution, to execute, 
          deliver and file, for and on his behalf, and in his name 
          and in his capacity as Director, a Registration Statement 
          on Form S-4 (or other appropriate form) for filing with 
          the Securities and Exchange Commission under the Securi-
          ties Act of 1933, as amended, and any other documents in 
          support thereof or supplemental or amendatory thereto, 
          with respect to the issuance and distribution of shares 
          of Corporation Common Stock, par value $2.50 per share, 
          pursuant to the merger of Southern Pacific Rail Corpora-
          tion with and into the Corporation's wholly-owned subsid-
          iary, Union Pacific Railroad Company, hereby granting to 
          such attorneys and each of them full power and authority 
          to do and perform each and every act and thing whatsoever 
          as such attorney or attorneys may deem necessary or 
          advisable to carry out fully the intent of the foregoing 
          as the undersigned might or could do personally or in his 
          capacity as Director, hereby ratifying and confirming all 
          acts and things which such attorney or attorneys may do 
          or cause to be done by virtue of this power of attorney.

                IN WITNESS WHEREOF, the undersigned has executed 
          this power of attorney as of the 28th day of September, 
          1995.

                                               /s/Richard B. Cheney  
                                                  RICHARD B. CHENEY

                               POWER OF ATTORNEY
                                       
                           UNION PACIFIC CORPORATION

                KNOW ALL MEN BY THESE PRESENTS, THAT E. VIRGIL 
          CONWAY, a Director of Union Pacific Corporation, a Utah 
          Corporation (the "Corporation"), hereby appoints DREW 
          LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS 
          E. WHITAKER, and each of them acting individually, his 
          true and lawful attorney, each with power to act without 
          the other and full power of substitution, to execute, 
          deliver and file, for and on his behalf, and in his name 
          and in his capacity as Director, a Registration Statement 
          on Form S-4 (or other appropriate form) for filing with 
          the Securities and Exchange Commission under the Securi-
          ties Act of 1933, as amended, and any other documents in 
          support thereof or supplemental or amendatory thereto, 
          with respect to the issuance and distribution of shares 
          of Corporation Common Stock, par value $2.50 per share, 
          pursuant to the merger of Southern Pacific Rail Corpora-     
          tion with and into the Corporation's wholly-owned subsid-
          iary, Union Pacific Railroad Company, hereby granting to 
          such attorneys and each of them full power and authority 
          to do and perform each and every act and thing whatsoever 
          as such attorney or attorneys may deem necessary or 
          advisable to carry out fully the intent of the foregoing 
          as the undersigned might or could do personally or in his 
          capacity as Director, hereby ratifying and confirming all 
          acts and things which such attorney or attorneys may do 
          or cause to be done by virtue of this power of attorney.

                IN WITNESS WHEREOF, the undersigned has executed 
          this power of attorney as of the 28th day of September, 
          1995.

                                               /s/E. Virgil Conway 
                                                  E. VIRGIL CONWAY

                               POWER OF ATTORNEY
                                       
                           UNION PACIFIC CORPORATION

                KNOW ALL MEN BY THESE PRESENTS, THAT RICHARD K. 
          DAVIDSON, a Director of Union Pacific Corporation, a Utah 
          Corporation (the "Corporation"), hereby appoints DREW 
          LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS 
          E. WHITAKER, and each of them acting individually, his 
          true and lawful attorney, each with power to act without 
          the other and full power of substitution, to execute, 
          deliver and file, for and on his behalf, and in his name 
          and in his capacity as Director, a Registration Statement 
          on Form S-4 (or other appropriate form) for filing with 
          the Securities and Exchange Commission under the Securi-
          ties Act of 1933, as amended, and any other documents in 
          support thereof or supplemental or amendatory thereto, 
          with respect to the issuance and distribution of shares 
          of Corporation Common Stock, par value $2.50 per share, 
          pursuant to the merger of Southern Pacific Rail Corpora-
          tion with and into the Corporation's wholly-owned subsid-
          iary, Union Pacific Railroad Company, hereby granting to 
          such attorneys and each of them full power and authority 
          to do and perform each and every act and thing whatsoever 
          as such attorney or attorneys may deem necessary or 
          advisable to carry out fully the intent of the foregoing 
          as the undersigned might or could do personally or in his 
          capacity as Director, hereby ratifying and confirming all 
          acts and things which such attorney or attorneys may do 
          or cause to be done by virtue of this power of attorney.

                IN WITNESS WHEREOF, the undersigned has executed 
          this power of attorney as of the 28th day of September, 
          1995.

                                               /s/Richard K. Davidson 
                                                  RICHARD K. DAVIDSON

                               POWER OF ATTORNEY
                                       
                           UNION PACIFIC CORPORATION

                KNOW ALL MEN BY THESE PRESENTS, THAT SPENCER F. 
          ECCLES, a Director of Union Pacific Corporation, a Utah 
          Corporation (the "Corporation"), hereby appoints DREW 
          LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS 
          E. WHITAKER, and each of them acting individually, his 
          true and lawful attorney, each with power to act without 
          the other and full power of substitution, to execute, 
          deliver and file, for and on his behalf, and in his name 
          and in his capacity as Director, a Registration Statement 
          on Form S-4 (or other appropriate form) for filing with 
          the Securities and Exchange Commission under the Securi-
          ties Act of 1933, as amended, and any other documents in 
          support thereof or supplemental or amendatory thereto, 
          with respect to the issuance and distribution of shares 
          of Corporation Common Stock, par value $2.50 per share, 
          pursuant to the merger of Southern Pacific Rail Corpora-
          tion with and into the Corporation's wholly-owned subsid-
          iary, Union Pacific Railroad Company, hereby granting to 
          such attorneys and each of them full power and authority 
          to do and perform each and every act and thing whatsoever 
          as such attorney or attorneys may deem necessary or 
          advisable to carry out fully the intent of the foregoing 
          as the undersigned might or could do personally or in his 
          capacity as Director, hereby ratifying and confirming all 
          acts and things which such attorney or attorneys may do 
          or cause to be done by virtue of this power of attorney.

                IN WITNESS WHEREOF, the undersigned has executed 
          this power of attorney as of the 28th day of September, 
          1995.

                                               /s/Spencer F. Eccles  
                                                  SPENCER F. ECCLES

                               POWER OF ATTORNEY
                                       
                           UNION PACIFIC CORPORATION

                KNOW ALL MEN BY THESE PRESENTS, THAT ELBRIDGE T. 
          GERRY, JR., a Director of Union Pacific Corporation, a 
          Utah Corporation (the "Corporation"), hereby appoints 
          DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and 
          THOMAS E. WHITAKER, and each of them acting individually, 
          his true and lawful attorney, each with power to act 
          without the other and full power of substitution, to 
          execute, deliver and file, for and on his behalf, and in 
          his name and in his capacity as Director, a Registration 
          Statement on Form S-4 (or other appropriate form) for 
          filing with the Securities and Exchange Commission under 
          the Securities Act of 1933, as amended, and any other 
          documents in support thereof or supplemental or amendato-
          ry thereto, with respect to the issuance and distribution 
          of shares of Corporation Common Stock, par value $2.50 
          per share, pursuant to the merger of Southern Pacific 
          Rail Corporation with and into the Corporation's wholly-
          owned subsidiary, Union Pacific Railroad Company, hereby 
          granting to such attorneys and each of them full power 
          and authority to do and perform each and every act and 
          thing whatsoever as such attorney or attorneys may deem 
          necessary or advisable to carry out fully the intent of 
          the foregoing as the undersigned might or could do per-
          sonally or in his capacity as Director, hereby ratifying 
          and confirming all acts and things which such attorney or 
          attorneys may do or cause to be done by virtue of this 
          power of attorney.

                IN WITNESS WHEREOF, the undersigned has executed 
          this power of attorney as of the 28th day of September, 
          1995.

                                               /s/Elbridge T. Gerry, Jr.  
                                                  ELBRIDGE T. GERRY, JR.

                               POWER OF ATTORNEY
                                       
                           UNION PACIFIC CORPORATION

                KNOW ALL MEN BY THESE PRESENTS, THAT WILLIAM H. 
          GRAY, III, a Director of Union Pacific Corporation, a 
          Utah Corporation (the "Corporation"), hereby appoints 
          DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and 
          THOMAS E. WHITAKER, and each of them acting individually, 
          his true and lawful attorney, each with power to act 
          without the other and full power of substitution, to 
          execute, deliver and file, for and on his behalf, and in 
          his name and in his capacity as Director, a Registration 
          Statement on Form S-4 (or other appropriate form) for 
          filing with the Securities and Exchange Commission under 
          the Securities Act of 1933, as amended, and any other 
          documents in support thereof or supplemental or amendato-
          ry thereto, with respect to the issuance and distribution 
          of shares of Corporation Common Stock, par value $2.50 
          per share, pursuant to the merger of Southern Pacific 
          Rail Corporation with and into the Corporation's wholly-
          owned subsidiary, Union Pacific Railroad Company, hereby 
          granting to such attorneys and each of them full power 
          and authority to do and perform each and every act and 
          thing whatsoever as such attorney or attorneys may deem 
          necessary or advisable to carry out fully the intent of 
          the foregoing as the undersigned might or could do per-
          sonally or in his capacity as Director, hereby ratifying 
          and confirming all acts and things which such attorney or 
          attorneys may do or cause to be done by virtue of this 
          power of attorney.

                IN WITNESS WHEREOF, the undersigned has executed 
          this power of attorney as of the 28th day of September, 
          1995.

                                               /s/William H. Gray, III  
                                                  WILLIAM H. GRAY, III

                               POWER OF ATTORNEY
                                       
                           UNION PACIFIC CORPORATION

                KNOW ALL MEN BY THESE PRESENTS, THAT JUDITH RICHARDS 
          HOPE, a Director of Union Pacific Corporation, a Utah 
          Corporation (the "Corporation"), hereby appoints DREW 
          LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS 
          E. WHITAKER, and each of them acting individually, her 
          true and lawful attorney, each with power to act without 
          the other and full power of substitution, to execute, 
          deliver and file, for and on her behalf, and in her name 
          and in her capacity as Director, a Registration Statement 
          on Form S-4 (or other appropriate form) for filing with 
          the Securities and Exchange Commission under the Securi-
          ties Act of 1933, as amended, and any other documents in 
          support thereof or supplemental or amendatory thereto, 
          with respect to the issuance and distribution of shares 
          of Corporation Common Stock, par value $2.50 per share, 
          pursuant to the merger of Southern Pacific Rail Corpora-
          tion with and into the Corporation's wholly-owned subsid-
          iary, Union Pacific Railroad Company, hereby granting to 
          such attorneys and each of them full power and authority 
          to do and perform each and every act and thing whatsoever 
          as such attorney or attorneys may deem necessary or 
          advisable to carry out fully the intent of the foregoing 
          as the undersigned might or could do personally or in her 
          capacity as Director, hereby ratifying and confirming all 
          acts and things which such attorney or attorneys may do 
          or cause to be done by virtue of this power of attorney.

                IN WITNESS WHEREOF, the undersigned has executed 
          this power of attorney as of the 28th day of September, 
          1995.

                                               /s/Judith Richards Hope 
                                                  JUDITH RICHARDS HOPE

                               POWER OF ATTORNEY
                                       
                           UNION PACIFIC CORPORATION

                KNOW ALL MEN BY THESE PRESENTS, THAT LAWRENCE M. 
          JONES, a Director of Union Pacific Corporation, a Utah 
          Corporation (the "Corporation"), hereby appoints DREW 
          LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS 
          E. WHITAKER, and each of them acting individually, his 
          true and lawful attorney, each with power to act without 
          the other and full power of substitution, to execute, 
          deliver and file, for and on his behalf, and in his name 
          and in his capacity as Director, a Registration Statement 
          on Form S-4 (or other appropriate form) for filing with 
          the Securities and Exchange Commission under the Securi-
          ties Act of 1933, as amended, and any other documents in 
          support thereof or supplemental or amendatory thereto, 
          with respect to the issuance and distribution of shares 
          of Corporation Common Stock, par value $2.50 per share, 
          pursuant to the merger of Southern Pacific Rail Corpora-
          tion with and into the Corporation's wholly-owned subsid-
          iary, Union Pacific Railroad Company, hereby granting to 
          such attorneys and each of them full power and authority 
          to do and perform each and every act and thing whatsoever 
          as such attorney or attorneys may deem necessary or 
          advisable to carry out fully the intent of the foregoing 
          as the undersigned might or could do personally or in his 
          capacity as Director, hereby ratifying and confirming all 
          acts and things which such attorney or attorneys may do 
          or cause to be done by virtue of this power of attorney.

                IN WITNESS WHEREOF, the undersigned has executed 
          this power of attorney as of the 28th day of September, 
          1995.

                                               /s/Lawrence M. Jones
                                                  LAWRENCE M. JONES

                               POWER OF ATTORNEY
                                       
                           UNION PACIFIC CORPORATION

                KNOW ALL MEN BY THESE PRESENTS, THAT RICHARD J. 
          MAHONEY, a Director of Union Pacific Corporation, a Utah 
          Corporation (the "Corporation"), hereby appoints DREW 
          LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS 
          E. WHITAKER, and each of them acting individually, his 
          true and lawful attorney, each with power to act without 
          the other and full power of substitution, to execute, 
          deliver and file, for and on his behalf, and in his name 
          and in his capacity as Director, a Registration Statement 
          on Form S-4 (or other appropriate form) for filing with 
          the Securities and Exchange Commission under the Securi-
          ties Act of 1933, as amended, and any other documents in 
          support thereof or supplemental or amendatory thereto, 
          with respect to the issuance and distribution of shares 
          of Corporation Common Stock, par value $2.50 per share, 
          pursuant to the merger of Southern Pacific Rail Corpora-
          tion with and into the Corporation's wholly-owned subsid-
          iary, Union Pacific Railroad Company, hereby granting to 
          such attorneys and each of them full power and authority 
          to do and perform each and every act and thing whatsoever 
          as such attorney or attorneys may deem necessary or 
          advisable to carry out fully the intent of the foregoing 
          as the undersigned might or could do personally or in his 
          capacity as Director, hereby ratifying and confirming all 
          acts and things which such attorney or attorneys may do 
          or cause to be done by virtue of this power of attorney.

                IN WITNESS WHEREOF, the undersigned has executed 
          this power of attorney as of the 28th day of September, 
          1995.

                                               /s/Richard J. Mahoney 
                                                  RICHARD J. MAHONEY

                               POWER OF ATTORNEY
                                       
                           UNION PACIFIC CORPORATION

                KNOW ALL MEN BY THESE PRESENTS, THAT CLAUDINE B. 
          MALONE, a Director of Union Pacific Corporation, a Utah 
          Corporation (the "Corporation"), hereby appoints DREW 
          LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS 
          E. WHITAKER, and each of them acting individually, his 
          true and lawful attorney, each with power to act without 
          the other and full power of substitution, to execute, 
          deliver and file, for and on his behalf, and in his name 
          and in his capacity as Director, a Registration Statement 
          on Form S-4 (or other appropriate form) for filing with 
          the Securities and Exchange Commission under the Securi-
          ties Act of 1933, as amended, and any other documents in 
          support thereof or supplemental or amendatory thereto, 
          with respect to the issuance and distribution of shares 
          of Corporation Common Stock, par value $2.50 per share, 
          pursuant to the merger of Southern Pacific Rail Corpora-
          tion with and into the Corporation's wholly-owned subsid-
          iary, Union Pacific Railroad Company, hereby granting to 
          such attorneys and each of them full power and authority 
          to do and perform each and every act and thing whatsoever 
          as such attorney or attorneys may deem necessary or 
          advisable to carry out fully the intent of the foregoing 
          as the undersigned might or could do personally or in his 
          capacity as Director, hereby ratifying and confirming all 
          acts and things which such attorney or attorneys may do 
          or cause to be done by virtue of this power of attorney.

                IN WITNESS WHEREOF, the undersigned has executed 
          this power of attorney as of the 28th day of September, 
          1995.

                                               /s/Claudine B. Malone
                                                  CLAUDINE B. MALONE

                               POWER OF ATTORNEY
                                       
                           UNION PACIFIC CORPORATION

                KNOW ALL MEN BY THESE PRESENTS, THAT JOHN R. MEYER, 
          a Director of Union Pacific Corporation, a Utah Corpora-
          tion (the "Corporation"), hereby appoints DREW LEWIS, L. 
          WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS E. 
          WHITAKER, and each of them acting individually, his true 
          and lawful attorney, each with power to act without the 
          other and full power of substitution, to execute, deliver 
          and file, for and on his behalf, and in his name and in 
          his capacity as Director, a Registration Statement on 
          Form S-4 (or other appropriate form) for filing with the 
          Securities and Exchange Commission under the Securities 
          Act of 1933, as amended, and any other documents in 
          support thereof or supplemental or amendatory thereto, 
          with respect to the issuance and distribution of shares 
          of Corporation Common Stock, par value $2.50 per share, 
          pursuant to the merger of Southern Pacific Rail Corpora-
          tion with and into the Corporation's wholly-owned subsid-
          iary, Union Pacific Railroad Company, hereby granting to 
          such attorneys and each of them full power and authority 
          to do and perform each and every act and thing whatsoever 
          as such attorney or attorneys may deem necessary or 
          advisable to carry out fully the intent of the foregoing 
          as the undersigned might or could do personally or in his 
          capacity as Director, hereby ratifying and confirming all 
          acts and things which such attorney or attorneys may do 
          or cause to be done by virtue of this power of attorney.

                IN WITNESS WHEREOF, the undersigned has executed 
          this power of attorney as of the 28th day of September, 
          1995.

                                               /s/John R. Meyer  
                                                  JOHN R. MEYER

                               POWER OF ATTORNEY
                                       
                           UNION PACIFIC CORPORATION

                KNOW ALL MEN BY THESE PRESENTS, THAT THOMAS A. 
          REYNOLDS, JR., a Director of Union Pacific Corporation, a 
          Utah Corporation (the "Corporation"), hereby appoints 
          DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and 
          THOMAS E. WHITAKER, and each of them acting individually, 
          his true and lawful attorney, each with power to act 
          without the other and full power of substitution, to 
          execute, deliver and file, for and on his behalf, and in 
          his name and in his capacity as Director, a Registration 
          Statement on Form S-4 (or other appropriate form) for 
          filing with the Securities and Exchange Commission under 
          the Securities Act of 1933, as amended, and any other 
          documents in support thereof or supplemental or amendato-
          ry thereto, with respect to the issuance and distribution 
          of shares of Corporation Common Stock, par value $2.50 
          per share, pursuant to the merger of Southern Pacific 
          Rail Corporation with and into the Corporation's wholly-
          owned subsidiary, Union Pacific Railroad Company, hereby 
          granting to such attorneys and each of them full power 
          and authority to do and perform each and every act and 
          thing whatsoever as such attorney or attorneys may deem 
          necessary or advisable to carry out fully the intent of 
          the foregoing as the undersigned might or could do per-
          sonally or in his capacity as Director, hereby ratifying 
          and confirming all acts and things which such attorney or 
          attorneys may do or cause to be done by virtue of this 
          power of attorney.

                IN WITNESS WHEREOF, the undersigned has executed 
          this power of attorney as of the 28th day of September, 
          1995.

                                               /s/Thomas A. Reynolds, Jr.
                                                  THOMAS A. REYNOLDS, JR.

                               POWER OF ATTORNEY
                                       
                           UNION PACIFIC CORPORATION

                KNOW ALL MEN BY THESE PRESENTS, THAT JAMES D. 
          ROBINSON, III, a Director of Union Pacific Corporation, a 
          Utah Corporation (the "Corporation"), hereby appoints 
          DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and 
          THOMAS E. WHITAKER, and each of them acting individually, 
          his true and lawful attorney, each with power to act 
          without the other and full power of substitution, to 
          execute, deliver and file, for and on his behalf, and in 
          his name and in his capacity as Director, a Registration 
          Statement on Form S-4 (or other appropriate form) for 
          filing with the Securities and Exchange Commission under 
          the Securities Act of 1933, as amended, and any other 
          documents in support thereof or supplemental or amendato-
          ry thereto, with respect to the issuance and distribution 
          of shares of Corporation Common Stock, par value $2.50 
          per share, pursuant to the merger of Southern Pacific 
          Rail Corporation with and into the Corporation's wholly-
          owned subsidiary, Union Pacific Railroad Company, hereby 
          granting to such attorneys and each of them full power 
          and authority to do and perform each and every act and 
          thing whatsoever as such attorney or attorneys may deem 
          necessary or advisable to carry out fully the intent of 
          the foregoing as the undersigned might or could do per-
          sonally or in his capacity as Director, hereby ratifying 
          and confirming all acts and things which such attorney or 
          attorneys may do or cause to be done by virtue of this 
          power of attorney.

                IN WITNESS WHEREOF, the undersigned has executed 
          this power of attorney as of the 28th day of September, 
          1995.

                                               /s/James D. Robinson, III
                                                  JAMES D. ROBINSON, III

                               POWER OF ATTORNEY
                                       
                           UNION PACIFIC CORPORATION

                KNOW ALL MEN BY THESE PRESENTS, THAT ROBERT W. ROTH, 
          a Director of Union Pacific Corporation, a Utah Corpora-
          tion (the "Corporation"), hereby appoints DREW LEWIS, L. 
          WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS E. 
          WHITAKER, and each of them acting individually, his true 
          and lawful attorney, each with power to act without the 
          other and full power of substitution, to execute, deliver 
          and file, for and on his behalf, and in his name and in 
          his capacity as Director, a Registration Statement on 
          Form S-4 (or other appropriate form) for filing with the 
          Securities and Exchange Commission under the Securities 
          Act of 1933, as amended, and any other documents in 
          support thereof or supplemental or amendatory thereto, 
          with respect to the issuance and distribution of shares 
          of Corporation Common Stock, par value $2.50 per share, 
          pursuant to the merger of Southern Pacific Rail Corpora-
          tion with and into the Corporation's wholly-owned subsid-
          iary, Union Pacific Railroad Company, hereby granting to 
          such attorneys and each of them full power and authority 
          to do and perform each and every act and thing whatsoever 
          as such attorney or attorneys may deem necessary or 
          advisable to carry out fully the intent of the foregoing 
          as the undersigned might or could do personally or in his 
          capacity as Director, hereby ratifying and confirming all 
          acts and things which such attorney or attorneys may do 
          or cause to be done by virtue of this power of attorney.

                IN WITNESS WHEREOF, the undersigned has executed 
          this power of attorney as of the 28th day of September, 
          1995.

                                               /s/Robert W. Roth   
                                                  ROBERT W. ROTH

                               POWER OF ATTORNEY
                                       
                           UNION PACIFIC CORPORATION

                KNOW ALL MEN BY THESE PRESENTS, THAT RICHARD D. 
          SIMMONS, a Director of Union Pacific Corporation, a Utah 
          Corporation (the "Corporation"), hereby appoints DREW 
          LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS 
          E. WHITAKER, and each of them acting individually, his 
          true and lawful attorney, each with power to act without 
          the other and full power of substitution, to execute, 
          deliver and file, for and on his behalf, and in his name 
          and in his capacity as Director, a Registration Statement 
          on Form S-4 (or other appropriate form) for filing with 
          the Securities and Exchange Commission under the Securi-
          ties Act of 1933, as amended, and any other documents in 
          support thereof or supplemental or amendatory thereto, 
          with respect to the issuance and distribution of shares 
          of Corporation Common Stock, par value $2.50 per share, 
          pursuant to the merger of Southern Pacific Rail Corpora-
          tion with and into the Corporation's wholly-owned subsid-
          iary, Union Pacific Railroad Company, hereby granting to 
          such attorneys and each of them full power and authority 
          to do and perform each and every act and thing whatsoever 
          as such attorney or attorneys may deem necessary or 
          advisable to carry out fully the intent of the foregoing 
          as the undersigned might or could do personally or in his 
          capacity as Director, hereby ratifying and confirming all 
          acts and things which such attorney or attorneys may do 
          or cause to be done by virtue of this power of attorney.

                IN WITNESS WHEREOF, the undersigned has executed 
          this power of attorney as of the 28th day of September, 
          1995.

                                               /s/Richard D. Simmons
                                                  RICHARD D. SIMMONS

                               POWER OF ATTORNEY
                                       
                           UNION PACIFIC CORPORATION

                KNOW ALL MEN BY THESE PRESENTS, THAT DREW LEWIS,
          a Director, Chairman and Chief Executive Officer of
          Union Pacific Corporation, a Utah Corporation (the
          "Corporation"), hereby appoints DREW LEWIS,
          L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS 
          E. WHITAKER, and each of them acting individually, his 
          true and lawful attorney, each with power to act without 
          the other and full power of substitution, to execute, 
          deliver and file, for and on his behalf, and in his name 
          and in his capacity as Director, Chairman and Chief
          Executive Officer, a Registration Statement 
          on Form S-4 (or other appropriate form) for filing with 
          the Securities and Exchange Commission under the Securi-
          ties Act of 1933, as amended, and any other documents in 
          support thereof or supplemental or amendatory thereto, 
          with respect to the issuance and distribution of shares 
          of Corporation Common Stock, par value $2.50 per share, 
          pursuant to the merger of Southern Pacific Rail Corpora-
          tion with and into the Corporation's wholly-owned subsid-
          iary, Union Pacific Railroad Company, hereby granting to 
          such attorneys and each of them full power and authority 
          to do and perform each and every act and thing whatsoever 
          as such attorney or attorneys may deem necessary or 
          advisable to carry out fully the intent of the foregoing 
          as the undersigned might or could do personally or in his 
          capacity as Director, Chairman and Chief Executive
          Officer, hereby ratifying and confirming all 
          acts and things which such attorney or attorneys may do 
          or cause to be done by virtue of this power of attorney.

                IN WITNESS WHEREOF, the undersigned has executed 
          this power of attorney as of the 28th day of September, 
          1995.

                                               /s/Drew Lewis
                                                  DREW LEWIS

                       SOUTHERN PACIFIC RAIL CORPORATION                   PROXY
                                  COMMON STOCK
          FOR THE SPECIAL MEETING OF STOCKHOLDERS--            , 1996
 
     The undersigned hereby appoints                  and                   ,
and each of them, Proxies, with power of substitution to vote, as designated
below, all the shares of Common Stock of Southern Pacific Rail Corporation held
of record by the undersigned on             , 1995, at a Special Meeting of
Stockholders to be held at the  [       ], San Francisco, California, on    
          , 1996, at      a.m., local time, or any adjournments or 
postponements thereof.
 
     In their discretion, the Proxies are authorized to vote upon such other
matters that are presented for action at the Special Meeting.
 
     THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ITEM 1. SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES ARE HELD BY
JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE, OR GUARDIAN, GIVE FULL TITLE AS SUCH. IF A CORPORATION,
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
 
     Receipt of the Notice of Special Meeting of Stockholders and the related
Joint Proxy Statement/Prospectus is acknowledged.
 
            (Continued and to be dated and signed on reverse side.)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.
 
   1. Approval and adoption of the Agreement and Plan of Merger, dated as of
      August 3, 1995, by and among Southern Pacific Rail Corporation, Union
      Pacific Corporation, Union Pacific Railroad Company and UP Acquisition
      Corporation and the transactions contemplated thereby, as fully described
      in the Joint Proxy Statement/Prospectus relating thereto.
 
   FOR      AGAINST    ABSTAIN
 
   / /        / /        / /
 
                                             Please mark, sign, date and return
                                             the proxy card promptly using the
                                             enclosed envelope.
 
                                             Please sign here exactly as your
                                             name(s) appear(s) to the left.
 
                                             Dated ______________________ , 1995
 
                                             ___________________________________
                                             (Signature)
 
                                             ___________________________________
                                             (Signature if held jointly)
 
                                             ___________________________________
                                             (Title or Authority)

   |
   |
   |
   ---------

                   'PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
                   PROCESSING EQUIPMENT WILL RECORD YOUR VOTES'

         FORM OF ELECTION/LETTER OF TRANSMITTAL

         to accompany certificate for shares of
                      Common Stock 
                           of

            SOUTHERN PACIFIC RAIL CORPORATION

         when submitted pursuant to an Election
             in connection with the proposed
    merger of Southern Pacific Rail Corporation with

             UNION PACIFIC RAILROAD COMPANY,

              a wholly owned subsidiary of
                UNION PACIFIC CORPORATION

          This Form of Election/Letter of Transmittal is to be
completed by stockholders of Southern Pacific Rail Corporation
("Southern Pacific") either if stock certificates (the "Share
Certificates") for shares of common stock ("SP Common Stock" or
"Shares"), par value $0.001 per share, of Southern Pacific are to be
forwarded herewith or if delivery of Shares are to be made by book
entry transfer to the Exchange Agent's account at The Depository
Trust Company, the Midwest Securities Trust Company or the Philadel-
phia Depository Trust Company (each, a "Book Entry Transfer Facili-
ty" and collectively, the "Book Entry Transfer Facilities") pursuant
to book entry transfer procedures, or if or a guarantee of delivery
of such  Share Certificates, and all other required documents, are
to be delivered to the Exchange Agent by 5:00 p.m., New York City
time, on                              , 1996, unless extended, in
order to effect an Election (as defined) in connection with the pro-
posed merger of Southern Pacific with and into Union Pacific Rail-
road Company, a wholly owned subsidiary of Union Pacific Corpo-
ration.

                            The Exchange Agent is:

                                Citibank, N.A.

        By Mail:            By Overnight Delivery:            By Hand:

     Citibank, N.A.              Citibank, N.A.            Citibank, N.A.
    c/o Citicorp Data          c/o Citicorp Data      Corporate Trust Window
   Distribution, Inc.          Distribution, Inc.   111 Wall Street, 5th Floor
     P.O. Box 1429               404 Sette Drive         New York, New York
Paramus, New Jersey 07653  Paramus, New Jersey 07652

                          By Facsimile Transmission:

                       (For Eligible Institutions Only)
                                (201) 262-3240

                             Confirm by telephone:

                                (800) 422-2066

          DELIVERY OF THIS FORM OF ELECTION/LETTER OF TRANSMITTAL
TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE OR TELEX TRANSMISSION OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.  YOU MUST SIGN
THIS FORM OF ELECTION/LETTER OF TRANSMITTAL WHERE INDICATED BELOW
AND COMPLETE THE SUBSTITUTE FORM W-9 PROVIDED BELOW.

          The instructions accompanying this FORM OF ELEC-
TION/LETTER OF TRANSMITTAL should be read carefully before this Form
of Election/Letter of Transmittal is completed.

THE DEADLINE FOR SUBMITTING THIS FORM OF ELECTION/LETTER OF
TRANSMITTAL, TOGETHER WITH YOUR SHARE CERTIFICATES, IS 5:00 P.M.,
NEW YORK CITY TIME, ON                     __, 1996, UNLESS
EXTENDED.
           Southern Pacific stockholders whose Share Certificates
are not immediately available or who cannot deliver their Share
Certificates and all other documents required hereby to the Exchange
Agent prior to 5:00 p.m., New York City time, on ________, __, 1996,
unless extended, (the "Election Deadline") and who wish to make an
Election must do so pursuant to the guaranteed delivery procedure
described below.  See Instruction A2.

           SOUTHERN PACIFIC STOCKHOLDERS MAY CHOOSE TO MAKE A STOCK
ELECTION AND/OR A CASH ELECTION WITH RESPECT TO ALL OR ANY PORTION OF
THE SHARES HELD BY SUCH HOLDER.

/ /  CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
     THE EXCHANGE AGENT'S ACCOUNT AT ONE OF THE BOOK-ENTRY FACILITIES
     AND COMPLETE THE FOLLOWING:

     Name of Electing Institution:

     Check Box of Applicable Book-Entry Transfer Facility:

    / /   The Depository Trust Company

    / /   Philadelphia Depository Trust  Company

    / /   Midwest Securities Trust Company

     Account Number                     Transaction Code Number
                   ---------------                              ---------------

             TYPE OF ELECTION (See Instructions  B1 , B2  and B3)
       Certificates Enclosed (Attach separate signed list if necessary)

                                                           Cash Election   Stock Election
                                           Total Number
                                           of Shares       (Number of      (Number of 
                                           Represented     Shares)         Shares) 
Name(s) and Address(es) of   Certificate   by          
   Registered Holder(s)      Number        Certificate 
- ------------------------------------------------------------------------------------------

            

                             Total Shares

For each Share converted into cash, the holder will receive a cash payment of
$25.00.  For each share of SP Common Stock converted into shares of Common Stock
of Union Pacific Corporation ("UP Common Stock"), the holder will receive .4065
shares of UP Common Stock.  No fractional shares of UP Common Stock will be
issued, and cash in lieu thereof will be distributed.

                   NOTE: SIGNATURES MUST BE PROVIDED BELOW.
                PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS
               FORM OF ELECTION/LETTER OF TRANSMITTAL CAREFULLY.

Ladies and Gentlemen:

          In connection with the merger (the "Merger") of  South-
ern Pacific with and into Union Pacific Railroad Company ("UPRR"), a
wholly owned subsidiary of Union Pacific Corporation ("Union Pacif-
ic"), the undersigned hereby submits the Share Certificates evidenc-
ing shares of SP Common Stock listed above, or hereby transfers
ownership of such  Share Certificates on the account books main-
tained by a Book-Entry Transfer Facility,  and elects, subject as
set forth below, to have each share of SP Common Stock represented
by such Share Certificates converted into (i) .4065 shares of common
stock, par value $2.50 per share (the "UP Common Stock"), of Union
Pacific (the "Stock Consideration"), (ii) $25.00 in cash, without
interest thereon (the "Cash Consideration") or (iii) a combination
thereof.  It is understood that the following election is subject to
(i) the terms, conditions and limitations set forth in the Joint
Proxy Statement/Prospectus dated __________, 1995 relating to the
Merger (the "Joint Proxy Statement/Prospectus"), receipt of which is
hereby acknowledged by the undersigned, (ii) the terms of the Agree-
ment and Plan of Merger, dated as of August 3, 1995, (the "Merger
Agreement"), attached as Annex B to the Joint Proxy State-
ment/Prospectus and (iii) the accompanying instructions.  Union
Pacific's acceptance of Shares delivered pursuant to this Form of
Election/Letter of Transmittal will constitute a binding agreement
between the undersigned and Union Pacific upon the terms and subject
to the conditions of (i), (ii) and (iii) listed above.  

          ALTHOUGH THERE CAN BE NO ASSURANCE THAT A HOLDER OF
SHARES WILL RECEIVE THE CONSIDERATION THAT HE OR SHE ELECTS AS TO
ALL OF HIS OR HER SHARES, A HOLDER OF SHARES HAVING A PREFERENCE AS
TO THE FORM OF CONSIDERATION TO BE RECEIVED FOR HIS OR HER SHARES
SHOULD MAKE AN ELECTION, BECAUSE SHARES AS TO WHICH AN ELECTION HAS
BEEN MADE WILL BE GIVEN PRIORITY IN ALLOCATING SUCH CONSIDERATION
OVER SHARES AS TO WHICH NO ELECTION IS RECEIVED.  NONE OF UNION
PACIFIC, SOUTHERN PACIFIC NOR THE SOUTHERN PACIFIC BOARD OF DIREC-
TORS OR UNION PACIFIC BOARD OF DIRECTORS MAKES ANY RECOMMENDATION AS
TO WHETHER STOCKHOLDERS SHOULD ELECT TO RECEIVE THE CASH CONSIDER-
ATION OR THE STOCK CONSIDERATION IN THE MERGER.   EACH STOCKHOLDER
MUST MAKE HIS OR HER OWN DECISION WITH RESPECT TO SUCH ELECTION.  IF
A STOCKHOLDER MAKES NO ELECTION, HE OR SHE WILL RECEIVE THE CASH
CONSIDERATION AND/OR THE STOCK CONSIDERATION IN THE MERGER AS
DESCRIBED IN THE JOINT PROXY STATEMENT/PROSPECTUS.

          Failure of a holder of Shares to complete properly and
to return this Form of Election/Letter of Transmittal together with
his or her Share Certificates, or with an appropriate guarantee of
delivery of Share Certificates, to the Exchange Agent by the Elec-
tion Deadline, or a holder of  Shares who cannot complete the
procedure for delivery by book-entry transfer on a timely basis, and
who fails to comply with the election procedures described in the
Joint Proxy Statement/Prospectus and this Form of Election/Letter of
Transmittal (including the instructions hereto) will cause such

holder's Shares to be converted into the right to receive the Stock
Consideration and/or the Cash Consideration without regard to the
preference of such holder of Shares.

          The undersigned authorizes and instructs you, as Ex-
change Agent, to deliver the Share Certificates listed above and to
receive on behalf of the undersigned, in exchange for the Shares
represented thereby, any check for the cash or any certificate for
the shares of UP Common Stock issuable in the Merger.  If certifi-
cates are not delivered herewith, there is furnished a guarantee of
delivery of such Share Certificates from an Eligible Institution (as
defined) .

          The undersigned represents and warrants that the under-
signed has full power and authority to surrender the Share Certifi-
cate(s) surrendered herewith or covered by a guarantee of delivery,
free and clear of any liens, claims, charges or encumbrances whatso-
ever.  The undersigned 

understands and acknowledges that the method of delivery of the Share
Certificate(s) and all other required documents is at the option and risk of the
undersigned and that the risk of loss of such Share Certificate(s) shall pass
only after the Exchange Agent has actually received the Share Certificate(s). 
All questions as to the validity, form and eligibility of any Election and
surrender of Share Certificates hereunder shall be determined by Union Pacific
(which may delegate power in whole or in part to the Exchange Agent), and such
determination shall be final and binding.  The undersigned, upon request, shall
execute and deliver all additional documents deemed by the Exchange Agent or
Union Pacific to be necessary or desirable to complete the sale, assignment,
transfer, cancellation and retirement of the Shares delivered herewith.  No
authority herein conferred or agreed to be conferred shall be affected by, and
all such authority shall survive, the death or incapacity of the undersigned. 
All obligations of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned.

          The undersigned understands that the purpose of the
election procedure is to permit holders of Shares to express their
preferences for the type of consideration they wish to receive in
the Merger, provided that a number of Shares, together with the
39,034,471 Shares acquired by UP Acquisition Corporation ("Acquired
Shares") at a price of $25.00 per Share, net to the seller in cash,
pursuant to its tender offer (the "Offer") dated August 9, 1995, as
nearly as practicable equal to 40% of the outstanding Shares, shall
be converted into the right to receive the Cash Consideration, and a
number of Shares as nearly as practicable equal to 60% of the
outstanding Shares, be converted into the right to receive the Stock
Consideration. Subject to the proration and the limitations de-
scribed below, the Exchange Agent will honor the Stock Elections and
Cash Elections made by holders of Shares when it issues shares of UP
Common Stock and the Cash Consideration after the Effective Time (as
defined in the Joint Proxy Statement/Prospectus).

          The undersigned understands that in lieu of any frac-
tional share of UP Common Stock, Union Pacific will pay to each
former stockholder of Southern Pacific who otherwise would be
entitled to receive a fractional share of UP Common Stock an amount
in cash determined by multiplying (i) the Average UP Share Price (as
defined in the Merger Agreement) on the date on which the Effective
Time occurs by (ii) the fractional interest in a share of UP Common
Stock to which such holder would otherwise be entitled.

          Unless otherwise indicated in the box entitled "Special
Payment Instructions," please issue any check and register any
certificate for shares of UP Common Stock in the name of the regis-
tered holder(s) of the Shares appearing above under "Type of Elec-
tion."  Similarly, unless otherwise indicated in the box entitled
"Special Delivery Instructions," please mail any check and any
certificate for shares of UP Common Stock to the registered hold-
er(s) of the Shares at the address(es) of the registered holder(s)
appearing above under "Type of Election."  In the event that the
boxes entitled "Special Payment Instructions" and "Special Delivery
Instructions" are both completed, please issue any check and any
certificate for shares of UP Common Stock in the name(s) of, and
mail such check and such certificate to, the person(s) so indicated.

     
                                   
     SPECIAL PAYMENT INSTRUCTIONS
     (See Instructions A1 and C3)

  To be completed ONLY if the check is to be made payable
to, or the certificates for shares of UP Common Stock are
to be registered in, the name of someone other than the
undersigned.

Name                                
     -------------------------------------------------------
                         (Please Print)

Address                             
        -------------------------------------------------------

- ---------------------------------------------------------------
                                                       Zip Code

- ---------------------------------------------------------------
        Taxpayer identification or Social Security Number
           (See Substitute Form W-9 on reverse side)

             SPECIAL DELIVERY INSTRUCTIONS
              (See Instructions A1 and C3)

  To be completed ONLY if the check or the certificates for
shares of UP Common Stock are to be mailed to someone other
than the undersigned or to the undersigned at an address
other than that shown under "Type of Election."

 Mail checks and/or certificate to:

Name                                
     -------------------------------------------------------
                         (Please Print)

Address                             
        -------------------------------------------------------

- ---------------------------------------------------------------
                                                       Zip Code

                          SIGNATURE
SIGN HERE:

                               Name(s):
- ----------------------------           -----------------------------------
                                                   (Please Print)

                               Name(s):
- ----------------------------           -----------------------------------
  Signature(s) of Owner(s)

                                  -----------------------------------------
                                        (Area Code and Telephone Number)

                                  -----------------------------------------
                                        (Payee Taxpayer Identification or 
                                           Social Security Number)

                               Dated:
                                      -------------------------------------

Must be signed by registered holder(s) exactly as name(s)
appear(s) on stock certificate(s) or by person(s) authorized to
become registered holder(s) by certificates and documents
transmitted herewith.  If signature is by attorney, executor,
administrator, trustee or guardian or others acting in a fidu-
ciary capacity, set forth full title and see Instruction C2.

                              SIGNATURE GUARANTEE

If you have filled out the Special Payment Instructions above,
you must have your signatures guaranteed.  (See Instructions A1
and C3.)

Name of Guarantor 
                  ------------------------------------------

Signature(s) Guaranteed
                        ------------------------------------
                            (Authorized signature required)
                                            
Date 
     ----------------------

                IMPORTANT TAX INFORMATION

    In order to ensure compliance with federal income tax require-
ments, each holder of Shares is requested to provide the Exchange
Agent with his correct Taxpayer Identification Number and to certify
whether he or she is subject to backup federal income tax withhold-
ing by completing and signing the Substitute Form W-9 below.  (See
Instruction C6 and accompanying Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9.)

                                  SUBSTITUTE

                                   FORM W-9
                          Department of the Treasury
                           Internal Revenue Service

                           Payer's Request for Tax-
                                     payer
                             Identification Number
                                    (TIN)

Part I-PLEASE PROVIDE YOUR     ----------------------
TIN IN THE BOX AT RIGHT AND    Social Security Number
CERTIFY BY SIGNING AND DAT-
ING BELOW                      ------------------------------   
                               Employer Identification Number
                               (If awaiting TIN, write 
                               "Applied For")

PART II--For Payees Exempt From Backup Withholding, see
the enclosed Guidelines and complete as instructed
therein.

Certification--Under penalties of perjury, I certify
that:

(1)                      The number shown on this form is my correct Taxpay-
                         er Identification Number (or a Taxpayer Identifica-
                         tion Number has not been issued to me and either
                         (a) I have mailed or delivered an application to
                         receive a Taxpayer Identification Number to the
                         appropriate Internal Revenue Service ("IRS") or
                         Social Security Administration office or (b) I
                         intend to mail or deliver an application in the
                         near future.  I understand that if I do not provide
                         a Taxpayer Identification Number within sixty (60)

                         days, 31% of all reportable payments made to me
                         thereafter will be withheld until I provide a num-
                         ber), and
(2)                      I am not subject to backup withholding either be-
                         cause I have not been notified by the IRS that I am
                         subject to backup withholding as a result of fail-
                         ure to report all interest or dividends, or the IRS
                         has notified me that I am no longer subject to
                         backup withholding.

CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup  withholding because of
underreporting interest or dividends on your tax return.  However, if after 
being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out item (2).  (Also see instructions in the
enclosed Guidelines.)

SIGNATURE 
          --------------------------------
DATE
     ------------------------------------, 1996

NOTE:FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN
     BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU
     PURSUANT TO THE MERGER.  PLEASE REVIEW THE ENCLOSED
     GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
     NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

                      INSTRUCTIONS

A.   Form of Election/Letter of Transmittal

     1.  Guarantee of Signatures.  Except as otherwise provided
below, all signatures on this Form of Election/Letter of Transmittal
must be guaranteed by a firm which is a bank, broker, dealer, credit
union, savings association, or other entity that is a member in good
standing of the Securities Transfer Agent's Medallion Program (each,
an "Eligible Institution").  No signature guarantee is required on
this Form of Election/Letter of Transmittal if (a) this Form of
Election/Letter of Transmittal is signed by the registered holder(s)
(which term, for purposes of this document, shall include any
participant in a Book-Entry Transfer Facility whose name appears on
a security position listing as the owner of Shares) of Shares
delivered herewith, unless such holder(s) has completed either the
box entitled "Special Delivery Instructions" or the box entitled
"Special Payment Instructions" on the reverse hereof.  If a Share
Certificate is registered in the name of a person other than the
signer of this Form of Election/Letter of Transmittal, or if checks
or certificates are to be payable to the order of or registered in
the name of a person other than the registered holder(s), then the
Share Certificate must be endorsed or accompanied by appropriate
stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the Share Certificate, with the
signature(s) on such Share Certificate or stock powers guaranteed as
described above.  See Instruction C2.

     2.  Delivery of Form of Election/Letter of Transmittal and
Share Certificates.  This Form of Election/Letter of Transmittal is
to be used either if Share Certificates are to be forwarded here-
with, if Shares are to delivered by book-entry transfer pursuant to
book-entry transfer procedures or if delivery of Shares is to be
guaranteed.  Share Certificates evidencing all delivered Shares, or
confirmation of a book-entry transfer of such Shares, if such
procedure is available, into the Exchange Agent's account at one of
the Book-Entry Transfer Facilities pursuant to book-entry transfer
procedures together with a properly completed and duly executed Form
of Election/Letter of Transmittal (or facsimile thereof) with any
required signature guarantees (or, in the case of a book-entry
transfer, an Agent's Message, as defined below) and any other docu-
ments required by this Form of Election/Letter of Transmittal, must
be received by the Exchange Agent at its address set forth on the
reverse hereof prior to the Election Deadline.  If Share Certifi-
cates are forwarded to the Exchange Agent in multiple deliveries, a
properly completed and duly executed Form of Election/Letter of
Transmittal must accompany each such delivery.  Southern Pacific
stockholders whose Share Certificates are not immediately available
and who cannot deliver their Share Certificates and all other
required documents to the Exchange Agent prior to the Election
Deadline or who cannot complete the procedure for delivery by book-
entry transfer on a timely basis may deliver their Shares pursuant

to the guaranteed delivery procedure.  Pursuant to such procedure:
(i) such delivery must be made by or through an Eligible Institu-
tion; (ii) a properly completed and duly executed Notice of Guaran-
teed Delivery, substantially in the form provided herewith, must be
received by the Exchange Agent prior to the Election Deadline; and
(iii) in the case of a guarantee of Shares, the Share Certificates,
in proper form for transfer, or a confirmation of a book-entry
transfer of such Shares, if such procedure is available, into the
Exchange Agent's account at one of the Book-Entry Transfer Facili-
ties, together with a properly completed and duly executed Form of
Election/Letter of Transmittal (or manually signed facsimile there-
of) with any required signature guarantees (or, in the case of a
book-entry transfer, an Agent's Message), and any other documents
required by this Form of Election/Letter of Transmittal, must be
received by the Exchange Agent within five New York Stock Exchange,
Inc. trading days after the date of execution of the Notice of
Guaranteed Delivery.   The term "Agent's Message" means a message,
transmitted by a Book-entry transfer Facility to, and received by,
the Exchange Agent and forming a part of a book-entry confirmation,
which states that such Book-Entry Transfer Facility has received an
express acknowledgment from the participant in such Book-Entry
Transfer Facility delivering the Shares, that such participant has
received and agrees to be bound by the terms of this Form of Electi-
on/Letter of Transmittal and that Union Pacific may enforce such
agreement against the participant.

  
          Record holders of Shares who are nominees only may
submit a separate Form of Election/Letter of Transmittal for each
beneficial owner for whom such record holder is a nominee; provided,
however, that at the request of the Exchange Agent, such record
holder shall certify to the satisfaction of the Exchange Agent that
such record holder holds such SP Common Stock as nominee for the
beneficial owner thereof.  Each beneficial owner for which a Form of
Election/Letter of Transmittal is submitted will be treated as a
separate holder of SP Common Stock.

          Southern Pacific stockholders whose Forms of Elec-
tion/Letters of Transmittal and Share Certificates, or appropriate
Notices of Guaranteed Delivery, are not received prior to the Elec-
tion Deadline or who cannot complete the procedure for delivery by
book-entry transfer on a timely basis  will not be entitled to
specify their preference(s) and may receive either shares of UP
Common Stock, cash or a combination thereof in the Merger.

          The method of delivery of this Form of Election/Letter
of Transmittal, Share Certificates and all other required documents
is at the option and risk of the stockholder, and the delivery will
be deemed made only when actually received by the Exchange Agent. 
If delivery is by mail, registered mail with return receipt request-
ed, properly insured, is recommended.  In all cases, sufficient time
should be allowed to ensure timely delivery.

     3.  Inadequate Space.  If the space provided herein under
"Type of Election" is inadequate, the Share Certificate numbers, the
number of Shares evidenced by such Share Certificates and the number
of Shares delivered should be listed on a separate schedule and at-
tached hereto.

     4.  Change or Revocation of Election.  Any holder of Share
Certificates may, at any time prior to the Election Deadline, change
his or her Election by submitting to the Exchange Agent a properly
completed and signed revised Form of Election/Letter of Transmittal
and all required additional documents, provided that the Exchange
Agent receives such revised Form of Election/Letter of Transmittal
and other necessary documents prior to the Election Deadline.  Any
holder of Shares may, at any time prior to the Election Deadline,
revoke his or her prior valid Election by written notice received by
the Exchange Agent prior to the Election Deadline or by written
withdrawal prior to the Election Deadline of his or her Share
Certificates (or of the Notice of Guaranteed Delivery of such
certificates) previously deposited with the Exchange Agent.

     5.  Automatic Revocations of Elections.  All Elections will be
revoked automatically if the Exchange Agent is notified in writing
by Union Pacific, UP Acquisition Corporation, Inc. or UPRR that the
Merger Agreement has been terminated, and Share Certificates will be
promptly returned to the persons who have submitted them.

B.  Election and Allocation Procedures

     1.  Elections.  By checking the appropriate box above and
completing this Form of Election/Letter of Transmittal in accordance
with the instructions hereto, a Southern Pacific stockholder will be
permitted to make a Stock Election and/or a Cash Election (each, an
"Election") with respect to all or any portion of the Shares held by
such holder.  The aggregate number of Shares to be converted into
the right to receive UP Common Stock pursuant to the Merger will be
equal as nearly as practicable to 60% of all outstanding Shares
immediately prior to the Effective Time; and the number of Shares to
be converted into the right to receive the Cash Consideration pur-
suant to the Merger, together with the Acquired Shares, will be
equal as nearly as practicable to 40% of all outstanding Shares
immediately prior to the Effective Time.

          Each Southern Pacific stockholder should consult his or
her own financial advisor and tax advisor as to the specific conse-
quences of the Merger and Election to such stockholder.

          No alternative, conditional or contingent Elections will
be accepted.

     2.  Stock Elections and Allocations.  If Stock Elections are
received for a number of Shares that is 60% or less of the outstand-
ing Shares immediately prior to the Effective Time, each Share cov-
ered by a Stock Election will be converted in the Merger into the
right to receive .4065 of a share of UP Common Stock (the "Conver-
sion Fraction").  

          If Stock Elections are received for more than 60% of the
outstanding Shares, each Share as to which an Election is not in
effect at the Election Deadline (other than Acquired Shares) (a
"Non-Electing Share") and each Share for which a Cash Election has
been received will be converted into the right to receive the Cash
Consideration in the Merger, and the Shares for which Stock Elec-
tions have been received will be converted into UP Common Stock and
the right to receive the Cash Consideration in the following manner: 
(1)  The Exchange Agent will distribute with respect to Shares as to
which a Stock Election has been made the Stock Consideration with
respect to a fraction of such Shares, the numerator of which frac-
tion shall be 60% of the number of outstanding Shares and the
denominator of which shall be the aggregate number of Shares covered
by Stock Elections; and (2) Shares covered by a Stock Election and
not fully converted into the right to receive UP Common Stock as set
forth in clause (1) above will be converted in the Merger into the
right to receive the Cash Consideration for each Share so converted.

     3.  Cash Elections and Allocations.  If the number of Acquired
Shares and Shares for which Cash Elections are received in the
aggregate is 40% or less of the outstanding Shares immediately prior
to the Effective Time, each Share covered by a Cash Election will be
converted in the Merger into the right to receive the Cash Consid-
eration.

          If the number of Acquired Shares and Shares for which
Cash Elections are received in the aggregate is more than 40% of the
outstanding Shares, each Non-Electing Share and each Share for which
a Stock Election has been received will be converted in the Merger
into the Stock Consideration, and the Shares for which Cash Elec-
tions have been received will be converted into the right to receive
the Cash Consideration and the Stock Consideration in the following
manner:  (1)  The Exchange Agent will distribute with respect to
Shares as to which a Cash Election has been made the Cash Consid-
eration with respect to a fraction of such Shares, the numerator of
which fraction will be 40% of the number of outstanding Shares minus
the number of Acquired Shares and the denominator of which will be
the aggregate number of Shares covered by Cash Elections; and (2) 
Shares covered by a Cash Election and not fully converted into the
right to receive the Cash Consideration as set forth in clause (1)
above will be converted in the Merger into the Stock Consideration
for each Share so converted.

     4.  Treatment of Non-Electing Shares in Certain Circumstances. 
If Stock Elections are received for less than 60% of the outstanding
Shares and Cash Elections, together with the Acquired Shares, are
received for less than 40% of the outstanding Shares, the Exchange

Agent will distribute with respect to each Non-Electing Share, the
Cash Consideration with respect to a fraction of such Non-Electing
Share, where such fraction is calculated in a manner that will
result in the sum of (i) the number of Shares converted into cash
pursuant to this paragraph, (ii) the number of Shares for which Cash
Elections have been received and (iii) the number of Acquired Shares
being as close as practicable to 40% of the outstanding Shares
immediately prior to the Effective Time.  Each Non-Electing Share
not converted into the right to receive the Cash Consideration as
set forth in the preceding sentence will be converted in the Merger
into the right to receive the Stock Consideration.

          Election Deadline.  The Election Deadline for submitting
this Form of Election/Letter of Transmittal to the Exchange Agent is
5:00 p.m., New York City time, on                          , 1996,
unless extended.  Union Pacific may extend the Election Deadline to
a later date so long as such later date is no later than the date on
which the Merger is consummated.  If the Election Deadline is
extended, Union Pacific will announce such extension in a news
release delivered to the Dow Jones New Service.  

          Failure of a holder of Shares to complete properly and
to return this Form of Election/Letter of Transmittal together with
his or her Share Certificates, or with an appropriate guarantee of
delivery of Share Certificates, to the Exchange Agent by the Elec-
tion Deadline, or a holder of Shares who cannot complete the proce-
dure for delivery by book-entry transfer on a timely basis, and who
fails to comply with the election procedures described in the Joint
Proxy Statement/Prospectus and this Form of Election/Letter of
Transmittal (including the instructions hereto) will cause each of
such holder's Shares to be treated as a "Non-Electing Share" in the
Merger and converted into the right to receive the Stock Consider-
ation and/or the Cash Consideration without regard to the preference
of such holder of Shares.
                      *     *     *

          A more complete description of the election and alloca-
tion procedures is set forth in the Joint Proxy Statement/Prospectus
under "The Merger - Election Procedures."  All Elections are subject
to compliance with the election procedures provided for in the
Merger Agreement.  In connection with making any Election, a South-
ern Pacific stockholder should read carefully, among other matters,
the description and statement of the information contained in the
Joint Proxy Statement/Prospectus under "The Merger - Certain Federal
Income Tax Consequences."

C.   Receipt of Merger Consideration, Signatures, Special Instruc-
     tions, Taxes and Additional Copies

     1.  Receipt of Merger Consideration.  As soon as practicable
after the Effective Time, checks and certificates representing

shares of UP Common Stock will be distributed to those holders who
are entitled thereto and who have surrendered their Share Certifi-
cates to the Exchange Agent for cancellation.

     2.  Signatures on Form of Election/Letter of Transmittal;
Stock Powers and Endorsements.  If this Form of Election/Letter of
Transmittal is signed by the registered holder(s) of the Shares
delivered herewith, the signature(s) must correspond with the
name(s) as written on the face of the Share Certificates evidencing
such Shares without alteration, enlargement or any other change
whatsoever.

          If any Share delivered herewith is owned of record by
two or more persons, all such persons must sign this Form of Electi-
on/Letter of Transmittal.

          If any of the Shares delivered herewith are registered
in the names of different holders, it will be necessary to complete,
sign and submit as many separate Forms of Election/Letters of
Transmittal as there are different registrations of such Shares.

          If this Form of Election/Letter of Transmittal is signed
by the registered holder(s) of the Shares delivered herewith, no
endorsements of Share Certificates or separate stock powers are
required, unless checks or certificates evidencing shares of UP
Common Stock are to be payable to the order of, or registered in,
the name of a person other than the registered holder(s), in which
case, the Share Certificate(s) evidencing the Shares delivered
herewith must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name(s) of the regis-
tered holder(s) 

appear(s) on such Share Certificate(s).  Signatures on such Share 
Certificate(s) and stock powers must be guaranteed by an Eligible 
Institution.

          If this Form of Election/Letter of Transmittal is signed
by a person other than the registered holder(s) of the Shares
delivered herewith, the Share Certificate(s) evidencing the Shares
delivered herewith must be endorsed or accompanied by appropriate
stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on such Share Certificate(s).  Signa-
tures on such Share Certificate(s) and stock powers must be guar-
anteed by an Eligible Institution.

          If this Form of Election/Letter of Transmittal or any
Share Certificate or stock power is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation
or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence
satisfactory to Union Pacific of such person's authority so to act

must be submitted.

     3.  Special Payment and Delivery Instructions.  If any check
or certificates evidencing shares of UP Common Stock are to be
payable to the order of, or registered in the name of, a person
other than the person(s) signing this Form of Election/Letter of
Transmittal or if such checks or such certificates are to be sent to
someone other than the person(s) signing this Form of Election/Le-
tter of Transmittal or to the person(s) signing this Form of Elec-
tion/Letter of Transmittal but at an address other than that shown
in the box entitled "Type of Election," the appropriate boxes on
this Form of Election/Letter of Transmittal must be completed.

     4.  Stock Transfer Taxes.  Union Pacific will bear the liabil-
ity for any state stock transfer taxes applicable to the issuance
and delivery of checks and certificates in connection with the
Merger, provided, however, that if any such check or certificate is
to be issued in a name other than that in which the Share Certifi-
cates surrendered in exchange therefor are registered, it shall be a
condition of such exchange that the person requesting such exchange
shall pay the amount of any stock transfer taxes (whether imposed on
the registered holder or such person), payable on account of the
transfer to such person, to the Exchange Agent or satisfactory evi-
dence of the payment of such taxes, or exemption therefrom, shall be
submitted to the Exchange Agent before any such check or certificate
is issued.  

          Except as provided in this Instruction C4, it will not
be necessary for transfer tax stamps to be affixed to the Share
Certificates evidencing the Shares delivered herewith.

     5.  Requests for Assistance or Additional Copies.  Requests
for assistance may be directed to the Exchange Agent at its respec-
tive address or telephone number set forth above.  Additional copies
of the Joint Proxy Statement/Prospectus, this Form of Election/Let-
ter of Transmittal, and the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 may be obtained from
D.F. King & Co. Inc., 77 Water Street, New York, New York 10005,
(800) 697-6974 or from brokers, dealers, commercial banks or trust
companies.
     6.  Substitute Form W-9.  Under the federal income tax law, a
stockholder who delivers Shares is required by law to provide the
Exchange Agent (as payer) with such stockholder's correct Taxpayer
Identification Number ("TIN") on Substitute Form W-9 above.  If such
stockholder is an individual, the TIN is such stockholder's social
security number.  If the Exchange Agent is not provided with the
correct TIN, the stockholder may be subject to a $50 penalty imposed
by the Internal Revenue Service.  In addition, payments of Cash
Consideration that are made to such stockholder with respect to
Shares purchased pursuant to the Merger may be subject to backup
withholding of 31%.  Certain stockholders (including, among others,
all corporations and certain foreign individuals) are not subject to
these backup withholding and reporting requirements.  In order for a

foreign individual to qualify as an exempt recipient, such individu-
al must submit a statement, signed under penalties of perjury,
attesting to such individual's exempt status.  Forms of such state-
ments can be obtained from the Exchange Agent.  See the enclosed
Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional instructions.  If backup with-
holding applies with respect to a stockholder, the Exchange Agent is
required to withhold 31% of any payments made to such stockholder. 
Backup withholding is not an additional tax.  Rather, the tax lia-
bility of persons subject to backup withholding will be reduced by
the amount of tax withheld.  If withholding results in an overpay-
ment of taxes, a refund may be obtained from the Internal Revenue
Service.

     To prevent backup withholding on payments of Cash Consider-
ation that are made to a stockholder with respect to Shares deliv-
ered herewith, the stockholder is required to notify the Exchange
Agent of such stockholder's correct TIN by completing the form below
certifying (a) that the TIN provided on Substitute Form W-9 is
correct (or that such stockholder is awaiting a TIN) and (b) that
(i) such stockholder has not been notified by the Internal Revenue
Service that such stockholder is subject to backup withholding as a
result of a failure to report all interest or dividends or (ii) the
Internal Revenue Service has notified such stockholder that such
stockholder is no longer subject to backup withholding.

     The stockholder is required to give the Exchange Agent the
social security number or employer identification number of the
record holder of the Shares tendered hereby.  If the Shares are in
more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidance
on which number to report.  If the stockholder has not been issued a
TIN and has applied for a number or intends to apply for a number in
the near future, the stockholder should write "Applied For" in the
space provided for the TIN in Part I, and sign and date the Substi-
tute Form W-9.  If "Applied For" is written in Part I and the
Exchange Agent is not provided with a TIN within 60 days, the
Exchange Agent will withhold 31% of all payments of Cash Consider-
ation to such stockholder until a TIN is provided to the Exchange
Agent.

     7.  Lost, Destroyed or Stolen Share Certificates.  If any
Share Certificate(s) representing Shares has been lost, destroyed or
stolen, the Southern Pacific stockholder should promptly notify the
Exchange Agent.  The Southern Pacific stockholder will then be
instructed as to the steps that must be taken in order to replace
the Share Certificate(s).  This Form of Election/Letter of Transmit-
tal and related documents cannot be processed until the procedures
for replacing lost or destroyed Share Certificates have been fol-
lowed.

                         Notice of Guaranteed Delivery
                                      for
                            Shares of Common Stock
                                      of
                       Southern Pacific Rail Corporation
                   (Not To Be Used For Signature Guarantees)

          As set forth in the Form of Election/Letter of Transmittal, this
     form, or one substantially equivalent hereto, must be used to effectuate
     an Election if certificates for  shares of the common stock, par value
     $.001 per share ("SP Common Stock" or the "Shares"), of Southern Pacific
     Rail Corporation, a Delaware corporation ("SP"), are not immediately
     available or if the procedure for book-entry transfer cannot be complet-
     ed on a timely basis or time will not permit certificates representing
     Shares covered by the Form of Election/Letter of Transmittal to reach
     the Exchange Agent on or prior to the Election Date (as defined in the
     Form of Election/Letter of Transmittal).  Such form must be delivered
     (the method of delivery is at the option and risk of the stockholder) to
     Citibank, N.A. (the "Exchange Agent").  See the Instructions to the
     Form of Election/Letter of Transmittal.

                     The Exchange Agent is:

                         Citibank, N.A.

      By Mail:             By Overnight Delivery:               By Hand:
                                                                                
   Citibank, N.A.              Citibank, N.A.                Citibank, N.A.
  c/o Citicorp Data          c/o Citicorp Data          Corporate Trust Window
 Distribution, Inc.          Distribution, Inc.       111 Wall Street, 5th Floor
    P.O. Box 1429             404 Sette Drive             New York, New York
Paramus, New Jersey 07653   Paramus, New Jersey 07652

                   By Facsimile Transmission:

                   (For Eligible Institutions Only)
                         (201) 262-3240

                      Confirm by Telephone:
                         (800) 422-2066

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

     DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

     This form is not to be used to guarantee signatures.  If a signature on
the Form of Election/Letter of Transmittal is required to be guaranteed by an
"Eligible Institution" as defined under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Form of Election/Letter of Transmittal.

                             GUARANTEE OF DELIVERY
(TO BE USED ONLY IF CERTIFICATES ARE NOT SURRENDERED WITH THE FORM OF
                        ELECTION/LETTER OF TRANSMITTAL)

A FORM OF ELECTION/LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND SIGNED, MUST BE
SUBMITTED ALONG WITH THIS GUARANTEE OF DELIVERY IN ORDER TO MAKE AN EFFECTIVE
ELECTION.  SUBMISSION OF THIS GUARANTEE OF DELIVERY ALONE, WITHOUT A PROPERLY
COMPLETED AND SIGNED FORM OF ELECTION/LETTER OF TRANSMITTAL, DOES NOT CONSTITUTE
AN EFFECTIVE ELECTION AND WILL NOT PRESERVE THE HOLDER'S RIGHT TO MAKE AN
ELECTION.

The undersigned is a member of a national securities exchange; or a member of
the National Association of Securities Dealers, Inc.; or otherwise is an
Eligible Institution; and guarantees to deliver to the Exchange Agent the
certificates for Shares of SP Common Stock to which the Form of Election/Let-
ter of Transmittal relates, duly endorsed in blank or otherwise in form
acceptable for transfer on the books of SP, no later than 5:00 P.M., New York
City time, prior to the fifth NYSE trading day after the Election Deadline.

         ------------------------------------------------------------
                              (Firm-Please Print)

         ------------------------------------------------------------
                            (Authorized Signature)

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

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

         ------------------------------------------------------------
                                   (Address)

         ------------------------------------------------------------
                       (Area Code and Telephone Number)
    
SP's common stockholders who are Eligible Institutions and who cannot deliver
the certificates for their SP Common Stock to the Exchange Agent prior to the
Election Deadline or who cannot complete the procedure for book-entry transfer
on a timely basis and who wish to make an Election (as defined in the Form of
Election/Letter of Transmittal) may guarantee the delivery of their shares of SP
Common Stock pursuant to the guaranteed delivery procedure.  Delivery of the
Form of Election/Letter of Transmittal to a Book-Entry Transfer Facility (as
defined in the Form of Election/Letter of Transmittal) does not constitute
delivery to the Exchange Agent. 

/ /  CHECK HERE IF SHARES OF SP COMMON STOCK ARE BEING DELIVERED BY BOOK-ENTRY
     TRANSFER TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH ONE OF THE
     BOOK-ENTRY TRANSFER FACILITIES AND COMPLETE THE FOLLOWING:

Name of Electing Institution: 
                             --------------------------------------------------

Check Box of Applicable Book-Entry Transfer Facility:

The Depository Trust Company            / /
Philadelphia Depository Trust Company   / /
Midwest Securities Trust Company        / /

Account Number: 
               -----------------------------------------------------------------

Transaction Code Number:
                        --------------------------------------------------------

NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS FORM.  SHARE CERTIFICATES SHOULD
      ONLY BE SENT WITH YOUR FORM OF ELECTION/LETTER OF TRANSMITTAL. 

                                       2

                    IRREVOCABLE PROXY

          The undersigned hereby revokes any previous
proxies and appoints Union Pacific Corporation ("Par-
ent"), Drew Lewis and Richard K. Davidson, and each of
them, with full power of substitution, as attorney and
proxy of the undersigned to attend any and all meetings
of shareholders of Southern Pacific Rail Corporation, a
Delaware corporation (the "Company") (and any adjourn-
ments or postponements thereof), to vote all shares of
Common Stock, $.001 par value, of the Company that the
undersigned is then entitled to vote, and to represent
and otherwise to act for the undersigned in the same
manner and with the same effect as if the undersigned
were personally present, with respect to all matters
specified in Section 3(a) of the Shareholder Agreement
(the "Shareholder Agreement"), dated as of August 3,
1995, by and among Parent, UP Acquisition Corporation,
the undersigned, The Anschutz Corporation and Anschutz
Foundation.  Capitalized terms used and not defined
herein have the respective meanings ascribed to them
in, or as prescribed by, the Shareholder Agreement.

          This proxy shall be deemed to be a proxy cou-
pled with an interest and is irrevocable during the

Voting Period and has been granted pursuant to Section
3(b) of the Shareholder Agreement.

          The undersigned authorizes such attorney and
proxy to substitute any other person to act hereunder, to
revoke any substitution and to file this proxy and any
substitution or revocation with the Secretary of the
Company.

Dated:  August 8, 1995

                              By:   /s/ Philip F. Anschutz
                                  -------------------------
                                      Philip F. Anschutz

                                       2

                    IRREVOCABLE PROXY

          The undersigned hereby revokes any previous
proxies and appoints Union Pacific Corporation ("Par-
ent"), Drew Lewis and Richard K. Davidson, and each of
them, with full power of substitution, as attorney and
proxy of the undersigned to attend any and all meetings
of shareholders of Southern Pacific Rail Corporation, a
Delaware corporation (the "Company") (and any adjourn-
ments or postponements thereof), to vote all shares of
Common Stock, $.001 par value, of the Company that the
undersigned is then entitled to vote, and to represent
and otherwise to act for the undersigned in the same
manner and with the same effect as if the undersigned
were personally present, with respect to all matters
specified in Section 3(a) of the Shareholders Agreement
(the "Shareholders Agreement"), dated as of August 3,
1995, by and among Parent, UP Acquisition Corporation,
the undersigned, Anschutz Foundation and Philip F. Ansch-
utz.  Capitalized terms used and not defined herein have
the respective meanings ascribed to them in, or as pre-
scribed by, the Shareholders Agreement.

          This proxy shall be deemed to be a proxy cou-
pled with an interest and is irrevocable during the

Voting Period and has been granted pursuant to Section
3(b) of the Shareholders Agreement.

          The undersigned authorizes such attorney and
proxy to substitute any other person to act hereunder, to
revoke any substitution and to file this proxy and any
substitution or revocation with the Secretary of the
Company.

Dated: August 8, 1995

                           THE ANSCHUTZ CORPORATION

                           By:/s/ Philip F. Anschutz
                              ----------------------
                              Name:  Philip A. Anschutz
                              Title: President

                    IRREVOCABLE PROXY

          The undersigned hereby revokes any previous
proxies and appoints Union Pacific Corporation ("Par-
ent"), Drew Lewis and Richard K. Davidson, and each of
them, with full power of substitution, as attorney and
proxy of the undersigned to attend any and all meetings
of shareholders of Southern Pacific Rail Corporation, a
Delaware corporation (the "Company") (and any adjourn-
ments or postponements thereof), to vote all shares of
Common Stock, $.001 par value, of the Company that the
undersigned is then entitled to vote, and to represent
and otherwise to act for the undersigned in the same
manner and with the same effect as if the undersigned
were personally present, with respect to all matters
specified in Section 3(a) of the Shareholders Agreement
(the "Shareholders Agreement"), dated as of August 3,
1995, by and among Parent, UP Acquisition Corporation,
the undersigned, The Anschutz Corporation and Philip F.
Anschutz.  Capitalized terms used and not defined herein
have the respective meanings ascribed to them in, or as
prescribed by, the Shareholders Agreement.

          This proxy shall be deemed to be a proxy cou-
pled with an interest and is irrevocable during the

Voting Period and has been granted pursuant to Section
3(b) of the Shareholders Agreement.

          The undersigned authorizes such attorney and
proxy to substitute any other person to act hereunder, to
revoke any substitution and to file this proxy and any
substitution or revocation with the Secretary of the
Company.

Dated:  August 8, 1995

                         ANSCHUTZ FOUNDATION

                         By:/s/ Philip F. Anschutz
                            ----------------------
                           Name:  Philip F. Anschutz
                           Title: Chairman of the Board

                    IRREVOCABLE PROXY

          The undersigned hereby revokes any previous
proxies and appoints Union Pacific Corporation ("Par-
ent"), Drew Lewis and Richard K. Davidson, and each of
them, with full power of substitution, as attorney and
proxy of the undersigned to attend any and all meetings
of shareholders of Southern Pacific Rail Corporation, a
Delaware corporation (the "Company") (and any adjourn-
ments or postponements thereof), to vote all shares of
Common Stock, $.001 par value, of the Company that the
undersigned is then entitled to vote, and to represent
and otherwise to act for the undersigned in the same
manner and with the same effect as if the undersigned
were personally present, with respect to all matters
specified in Section 3(a) of the Shareholders Agreement
(the "Shareholders Agreement"), dated as of August 3,
1995, by and among Parent, UP Acquisition Corporation,
the undersigned, The Anschutz Corporation and Anschutz
Foundation.  Capitalized terms used and not defined
herein have the respective meanings ascribed to them in,
or as prescribed by, the Shareholders Agreement.

          This proxy shall be deemed to be a proxy cou-
pled with an interest and is irrevocable during the

Voting Period and has been granted pursuant to Section
3(b) of the Shareholders Agreement.

          The undersigned authorizes such attorney and
proxy to substitute any other person to act hereunder, to
revoke any substitution and to file this proxy and any
substitution or revocation with the Secretary of the
Company.

Dated:  August 8, 1995

                              THE ANSCHUTZ CORPORATION
                              By:/s/ Philip F. Anschutz
                                 ----------------------
                                 Name:  Philip F. Anschutz
                                 Title: President

                   IRREVOCABLE PROXY

        The undersigned hereby revokes any previous
proxies and appoints Union Pacific Corporation ("Par-
ent"), Drew Lewis and Richard K. Davidson, and each of
them, with full power of substitution, as attorney and
proxy of the undersigned to attend any and all meetings
of shareholders of Southern Pacific Rail Corporation, a 
Delaware corporation (the "Company") (and any adjourn-
ments or postponements thereof), to vote  all shares of 
Common Stock, $.001 par value, of the Company that the
undersigned is then entitled to vote, and to represent 
and otherwise to act for the undersigned in the same
manner and with the same effect as if the undersigned
were personally present, with respect to all matters
specified in Section 3(a) of the Shareholder Agreement
(the "Shareholder Agreement"), dated as of August 3,
1995, by and among Parent, UP Acquisition Corporation,
and the undersigned.  Capitalized terms used and not
defined herein have the respective meanings ascribed to
them in, or as prescribed by, the Shareholder Agreement.

        This proxy shall be deemed to be a proxy cou-
pled with an interest and is irrevocable during the

Voting Period and has been granted pursuant to Section
3(b) of the Shareholder Agreement.

        The undersigned authorizes such attorney and
proxy to substitute any other person to act hereunder,
to revoke any substitution and to file this proxy and any
substitution or revocation with the Secretary of the
Company.

Dated:   August 8, 1995

                        THE MORGAN STANLEY LEVERAGED    
                             EQUITY FUND II, L.P.

                        BY:  MORGAN STANLEY LEVERAGED
                                EQUITY FUND II, INC.

                        By: /s/ Robert Nichaus
                            ------------------
                            Name:  Robert Nichaus
                            Title: Director

                                       2