SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                 SCHEDULE 14D-1
 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934
                                      AND
                                  SCHEDULE 13D
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 11)
 
                CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY
          ------------------------------------------------------------
                           (NAME OF SUBJECT COMPANY)
 
                           UNION PACIFIC CORPORATION
                          UNION PACIFIC HOLDINGS, INC.
                                 UP RAIL, INC.
          ------------------------------------------------------------
                                   (BIDDERS)
 
                     COMMON STOCK, PAR VALUE $.01 PER SHARE
          ------------------------------------------------------------
                         (TITLE OF CLASS OF SECURITIES)
 
                                  167155 10 0
          ------------------------------------------------------------
                     (CUSIP NUMBER OF CLASS OF SECURITIES)
 
                            RICHARD J. RESSLER, ESQ.
                           ASSISTANT GENERAL COUNSEL
                           UNION PACIFIC CORPORATION
                     MARTIN TOWER, EIGHTH AND EATON AVENUES
                         BETHLEHEM, PENNSYLVANIA 18018
                                 (610) 861-3200
          ------------------------------------------------------------
          (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
            RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
 
                                WITH A COPY TO:
 
                             PAUL T. SCHNELL, ESQ.
                      SKADDEN, ARPS, SLATE, MEAGHER & FLOM
                                919 THIRD AVENUE
                            NEW YORK, NEW YORK 10022
                           TELEPHONE: (212) 735-3000
 
                           CALCULATION OF FILING FEE

                                                       
                 Transaction valuation*                                    Amount of filing fee**
                     $1,185,831,430                                             $237,166.29

 
 * For purposes of calculating the filing fee only. This calculation assumes the
   purchase of 33,880,898 shares of Common Stock, par value $.01 per share, of
   Chicago and North Western Transportation Company at $35.00 net per share in
   cash.
 
** The amount of the filing fee, calculated in accordance with Rule 0-11(d) of
   the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent
   of the aggregate value of cash offered by UP Rail, Inc. for such number of
   shares.
 
 / / Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
     and identify the filing with which the offsetting fee was previously paid.
     Identify the previous filing by registration statement number, or the form
     or schedule and the date of its filing.

                                           
Amount Previously Paid: Not applicable.       Filing Party: Not applicable.
Form or Registration No.: Not applicable.     Date Filed: Not applicable.

                                     14D-1
 
CUSIP No. 167155 10 0
- ---------------------

              
- ------------------------------------------------------------------------------------------------------------
1.               NAMES OF REPORTING PERSONS
                 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                 UNION PACIFIC CORPORATION (13-2626465)
- ------------------------------------------------------------------------------------------------------------
2.               CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                 / / (a)
                 /x/ (b)
- ------------------------------------------------------------------------------------------------------------
3.               SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------
4.               SOURCE OF FUNDS BK, WC
- ------------------------------------------------------------------------------------------------------------
5.               /x/ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)
- ------------------------------------------------------------------------------------------------------------
6.               CITIZENSHIP OR PLACE OF ORGANIZATION UTAH
- ------------------------------------------------------------------------------------------------------------
7.               AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,835,304 (See Item 6)
- ------------------------------------------------------------------------------------------------------------
8.               /x/ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
- ------------------------------------------------------------------------------------------------------------
9.               PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 29.13%
                 (assuming conversion of non-voting common stock)
- ------------------------------------------------------------------------------------------------------------
10.              TYPE OF REPORTING PERSON HC and CO
- ------------------------------------------------------------------------------------------------------------

                                       2

                                     14D-1
 
CUSIP No. 167155 10 0
- ---------------------

              
- ------------------------------------------------------------------------------------------------------------
1.               NAMES OF REPORTING PERSONS
                 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                 UNION PACIFIC HOLDINGS, INC.
- ------------------------------------------------------------------------------------------------------------
2.               CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                 / / (a)
                 /x/ (b)
- ------------------------------------------------------------------------------------------------------------
3.               SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------
4.               SOURCE OF FUNDS AF
- ------------------------------------------------------------------------------------------------------------
5.               /x/ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)
- ------------------------------------------------------------------------------------------------------------
6.               CITIZENSHIP OR PLACE OF ORGANIZATION UTAH
- ------------------------------------------------------------------------------------------------------------
7.               AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,835,304 (See Item 6)
- ------------------------------------------------------------------------------------------------------------
8.               /x/ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
- ------------------------------------------------------------------------------------------------------------
9.               PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 29.13%
                 (assuming conversion of non-voting common stock)
- ------------------------------------------------------------------------------------------------------------
10.              TYPE OF REPORTING PERSON HC and CO
- ------------------------------------------------------------------------------------------------------------

                                       3

                                     14D-1
 
CUSIP No. 167155 10 0
- ---------------------

              
- ------------------------------------------------------------------------------------------------------------
1.               NAMES OF REPORTING PERSONS
                 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                 UP RAIL, INC.
- ------------------------------------------------------------------------------------------------------------
2.               CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                 / / (a)
                 /x/ (b)
- ------------------------------------------------------------------------------------------------------------
3.               SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------
4.               SOURCE OF FUNDS AF
- ------------------------------------------------------------------------------------------------------------
5.               /x/ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)
- ------------------------------------------------------------------------------------------------------------
6.               CITIZENSHIP OR PLACE OF ORGANIZATION UTAH
- ------------------------------------------------------------------------------------------------------------
7.               AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,835,304 (See Item 6)
- ------------------------------------------------------------------------------------------------------------
8.               /x/ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
- ------------------------------------------------------------------------------------------------------------
9.               PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 29.13%
                 (assuming conversion of non-voting common stock)
- ------------------------------------------------------------------------------------------------------------
10.              TYPE OF REPORTING PERSON CO
- ------------------------------------------------------------------------------------------------------------

                                       4

ITEM 1.  SECURITY AND SUBJECT COMPANY.
 
     (a) The name of the subject company is Chicago and North Western
Transportation Company, a Delaware corporation (the 'Company'). The address of
the Company's principal executive offices is 165 North Canal Street, Chicago,
Illinois 60606.
 
     (b) This Statement on Schedule 14D-1 relates to the offer by UP Rail, Inc.
(the 'Purchaser'), a Utah corporation and a wholly owned subsidiary of Union
Pacific Holdings, Inc., a Utah corporation ('Holdings') and an indirect wholly
owned subsidiary of Union Pacific Corporation, a Utah corporation ('Parent'), to
purchase all outstanding shares of Common Stock, par value $.01 per share (the
'Common Stock'), of the Company, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated March 23, 1995, and in the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, constitute the 'Offer'), at a purchase price of $35.00 per share, net
to the tendering stockholder in cash. At March 16, 1995, 31,330,631 shares of
the Common Stock were issued and outstanding. The information set forth under
'INTRODUCTION' in the Offer to Purchase annexed hereto as Exhibit (a)(1) is
incorporated herein by reference.
 
     (c) The information set forth under 'THE OFFER--Price Range of Shares;
Dividends' in the Offer to Purchase is incorporated herein by reference.
 
ITEM 2.  IDENTITY AND BACKGROUND.
 
     (a) - (d); (g) This Statement is being filed by the Purchaser, Holdings and
Parent. The information set forth under 'INTRODUCTION' and 'THE OFFER--Certain
Information Concerning the Purchaser and Parent' in the Offer to Purchase and
Schedule I thereto is incorporated herein by reference. Holdings is a holding
company which owns certain of Parent's operating subsidiaries, and its principal
office is located at Martin Tower, Eighth and Eaton Avenues, Bethlehem,
Pennsylvania, 18018.
 
     (e) - (f) During the last five years, neither the Purchaser, Parent,
Holdings nor any persons controlling the Purchaser, nor, to the best knowledge
of the Purchaser, Parent or Holdings, any of the persons listed on Schedule I to
the Offer to Purchase (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which any such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting activities subject to,
Federal or State securities laws or finding any violation of such laws.
 
ITEM 3.  PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
 
     (a) - (b) The information set forth under 'INTRODUCTION,' 'SPECIAL
FACTORS--Background of the Transaction,' '--Purpose and Structure of the
Transaction,' '--Plans for the Company After the Offer and Merger,' '--Interests
of Certain Persons in the Transaction,' 'THE MERGER AGREEMENT,' 'THE
OFFER--Certain Information Concerning the Company' and '--Certain Information
Concerning the Purchaser and Parent' in the Offer to Purchase is incorporated

herein by reference.
 
ITEM 4.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
 
     (a) - (b) The information set forth under 'INTRODUCTION' and 'FINANCING OF
THE TRANSACTION' in the Offer to Purchase is incorporated herein by reference.
 
     (c) Not applicable.
 
ITEM 5.  PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
 
     (a) - (e) The information set forth under 'INTRODUCTION,' 'SPECIAL
FACTORS--Background of the Transaction,' '--Purpose and Structure of the
Transaction,' '--Plans for the Company After the Offer and Merger,' '--Interests
of Certain Persons in the Transaction,' 'FINANCING OF THE TRANSACTION' and 'THE
MERGER AGREEMENT' in the Offer to Purchase is incorporated herein by reference.
 
                                       5

     (f) - (g) The information set forth under 'INTRODUCTION,' 'SPECIAL
FACTORS--Certain Effects of the Transaction' and 'THE OFFER--Effect of the Offer
on the Market for the Shares; Exchange Listing and Exchange Act Registration;
Margin Regulations' in the Offer to Purchase is incorporated herein by
reference.
 
ITEM 6.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
 
     (a) The information set forth under 'INTRODUCTION' and 'SPECIAL
FACTORS--Interests of Certain Persons in the Transaction' in the Offer to
Purchase is incorporated herein by reference.
 
     (b) The information set forth under 'THE OFFER--Certain Information
Concerning the Purchaser and Parent' in the Offer to Purchase and Schedule III
thereto is incorporated herein by reference.
 
ITEM 7.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
         TO THE SUBJECT COMPANY'S SECURITIES.
 
     The information set forth under 'INTRODUCTION,' 'SPECIAL
FACTORS--Background of the Transaction,' '--Purpose and Structure of the
Transaction,' '--Plans for the Company After the Offer and Merger,' '--Interests
of Certain Persons in the Transaction,' 'THE MERGER AGREEMENT' and 'THE
OFFER--Certain Information Concerning the Purchaser and Parent' in the Offer to
Purchase is incorporated herein by reference.
 
ITEM 8.  PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
 
     The information set forth under 'THE OFFER--Fees and Expenses' in the Offer
to Purchase is incorporated herein by reference.
 
ITEM 9.  FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
 
     Not Applicable.

ITEM 10.  ADDITIONAL INFORMATION.
 
     (a) Not applicable.
 
     (b) - (c) The information set forth under 'INTRODUCTION,' 'SPECIAL
FACTORS--Background of the Transaction' and 'THE OFFER--Certain Legal Matters;
Regulatory Approvals' in the Offer to Purchase is incorporated herein by
reference.
 
     (d) The information set forth under 'SPECIAL FACTORS--Certain Effects of
the Transaction' and 'THE OFFER--Effect of the Offer on the Market for the
Shares; Exchange Listing and Exchange Act Registration; Margin Regulations' in
the Offer to Purchase is incorporated herein by reference.
 
     (e) The information set forth under 'SPECIAL FACTORS--Certain Litigation'
and 'THE OFFER-- Certain Legal Matters; Regulatory Approvals' in the Offer to
Purchase is incorporated herein by reference.
 
     (f) The information set forth in the Offer to Purchase and the Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2),
respectively, is incorporated herein by reference.
 
ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

         
    (a)   (1)  Offer to Purchase, dated March 23, 1995.
 
    (a)   (2)  Letter of Transmittal.
 
    (a)   (3)  Notice of Guaranteed Delivery.
 
    (a)   (4)  Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
 
    (a)   (5)  Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

                                       6

         
    (a)   (6)  Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
 
    (a)   (7)  Text of Press Release issued by Parent on March 16, 1995 (Incorporated by reference to Exhibit 18 to
               Amendment No. 10 to the Schedule 13D filed by Parent, Holdings and the Purchaser, in respect of
               Common Stock of the Company, dated March 17, 1995).
 
    (a)   (8)  Text of Joint Press Release issued by Parent and the Company on March 17, 1995 (Incorporated by
               reference to Exhibit 19 to Amendment No. 10 to the Schedule 13D filed by Parent, Holdings and the
               Purchaser, in respect of Common Stock of the Company, dated March 17, 1995).
 
    (a)   (9)  Form of Summary Advertisement, dated March 23, 1995.
 
    (b)        Engagement Letter, dated March 20, 1995, among Parent, Chemical Bank, Chemical Securities, Inc. and

               Citicorp Securities, Inc.
 
    (c)   (1)  Merger Agreement, dated as of March 16, 1995, among Parent, the Purchaser and the Company
               (Incorporated by reference to Exhibit 16 to Amendment No. 10 to the Schedule 13D filed by Parent
               Holdings and the Purchaser, in respect of Common Stock of the Company, dated March 17, 1995).
 
    (c)   (2)  Company Stock Option Agreement, dated as of March 16, 1995, between the Purchaser and the Company
               (Incorporated by reference to Exhibit 17 to Amendment No. 10 to the Schedule 13D filed by Parent
               Holdings, and the Purchaser, in respect of Common Stock of the Company, dated March 17 , 1995).
 
    (c)   (3)  Agreement, dated as of June 21, 1993, among the Purchaser, Parent, the Company and certain officers,
               stockholders and former stockholders of the Company (Incorporated by reference to Exhibit 12 to
               Amendment No. 3 to the Schedule 13D filed by Parent, Holdings and the Purchaser, in respect of Common
               Stock of the Company, dated June 19, 1993).
 
    (c)   (4)  Joint Filing Agreement pursuant to Rule 13d-1(f), dated as of April 9, 1992, among Parent, Holdings
               and the Purchaser (Incorporated by reference to Exhibit 1 to the original Schedule 13D filed by
               Parent, Holdings and the Purchaser, in respect of Common Stock of the Company, dated April 9, 1992).
 
    (c)   (5)  Exchange Agreement, dated as of March 30, 1992, between the Purchaser and the Company (Incorporated
               by reference to Exhibit 2 to the original Schedule 13D filed by Parent, Holdings and the Purchaser,
               in respect of Common Stock of the Company, dated April 9, 1992).
 
    (c)   (6)  Second Amended and Restated Stockholder's Agreement, dated as of March 30, 1992, among Parent, the
               Purchaser and the Company and certain officers, stockholders and former stockholders of the Company
               (Incorporated by reference to Exhibit 4 to the original Schedule 13D filed by Parent, Holdings and
               the Purchaser, in respect of Common Stock of the Company, dated April 9, 1992).
 
    (c)   (7)  Registration Rights Agreement, dated as of July 14, 1989, among the Purchaser, Parent and the Company
               and certain officers, stockholders and former stockholders of the Company (Incorporated by reference
               to Exhibit 5 to the original Schedule 13D filed by Parent, Holdings and the Purchaser, in respect of
               Common Stock of the Company, dated April 9, 1992).
 
    (c)   (8)  Amendment No. 1 to the Registration Rights Agreement, dated as of July 24, 1989, among the Purchaser,
               Parent and the Company and certain officers, stockholders and former stockholders of the Company
               (Incorporated by reference to Exhibit 6 to the original Schedule 13D filed by Parent, Holdings and
               the Purchaser, in respect of Common Stock of the Company, dated April 9, 1992).
 
    (c)   (9)  Amendment No. 2 to the Registration Rights Agreement, dated as of March 30, 1992, among the
               Purchaser, Parent, the Company and certain officers, stockholders and former stockholders of the
               Company (Incorporated by reference to Exhibit 7 to the original Schedule 13D filed by Parent,
               Holdings and the Purchaser, in respect of Common Stock of the Company, dated April 9, 1992).
 
    (c) (10)   Engagement Letter, dated March 3, 1995, between The Blackstone Group L.P. and the Company.

                                       7

         
    (c) (11)   Confidentiality Agreement, dated March 10, 1995, among the Company, Parent, Holdings and the
               Purchaser.
 
    (d)        Not applicable.

    (e)        Not applicable.
 
    (f)        Not applicable.
 
    (g)   (1)  Class Action Complaint entitled Herbert Feiwel, IRA Rollover Account v. James E. Martin et al. (C.A.
               No. 14109), filed in the Court of Chancery in Delaware on March 10, 1994 (Incorporated by reference
               to Exhibit 13 to Amendment No. 9 to the Schedule 13D filed by Parent, Holdings and the Purchaser, in
               respect of Common Stock of the Company, dated March 13, 1995).
 
    (g)   (2)  Class Action Complaint entitled Kenneth Steiner v. Richard K. Davidson et al. (C.A. No. 14111), filed
               in the Court of Chancery in Delaware on March 10, 1995 (Incorporated by reference to Exhibit 14 to
               Amendment No. 9 to the Schedule 13D filed by Parent, Holdings and the Purchaser, in respect of Common
               Stock of the Company, dated March 13, 1995).
 
    (g)   (3)  Class Action Complaint entitled Moise Katz v. James E. Martin et al. (C.A. No. 14112), filed in the
               Court of Chancery in Delaware on March 10, 1995 (Incorporated by reference to Exhibit 15 to Amendment
               No. 9 to the Schedule 13D filed by Parent, Holdings and the Purchaser, in respect of Common Stock of
               the Company, dated March 13, 1995).
 
    (g)   (4)  Class Action Complaint entitled Michael Gerber v. James E. Martin et al. (C.A. No. 14117), filed in
               the Court of Chancery in Delaware on March 13, 1995 (Incorporated by reference to Exhibit 20 to
               Amendment No. 10 to the Schedule 13D filed by Parent, Holdings and the Purchaser, in respect of
               Common Stock of the Company, dated March 17, 1995).
 
    (g)   (5)  Class Action Complaint entitled Charles Kowal and Harry W. Kent v. Chicago and North Western
               Transportation Company et al. (C.A. No. 14115), filed in the Court of Chancery in Delaware on March
               13, 1995 (Incorporated by reference to Exhibit 21 to Amendment No. 10 to the Schedule 13D filed by
               Parent, Holdings and the Purchaser, in respect of Common Stock of the Company, dated March 17, 1995).
 
    (g)   (6)  Opinion of The Blackstone Group L.P. (see Exhibit I of Offer to Purchase).

                                       8

                                   SIGNATURE
 
     After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
 
Dated: March 23, 1995
                                          UNION PACIFIC CORPORATION
                                          By:   /s/ CARL VON BERNUTH
                                             -------------------------
 
                                       9

                                   SIGNATURE
 
     After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
 
Dated: March 23, 1995
                                          UNION PACIFIC HOLDINGS, INC.
                                          By: /s/ CARL VON BERNUTH
                                             --------------------------
 
                                       10

                                   SIGNATURE
 
     After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
 
Dated: March 23, 1995
                                          UP RAIL, INC.
                                          By:   /s/ CARL VON BERNUTH
                                             ---------------------------
 
                                       11

                                 EXHIBIT INDEX

     EXHIBIT
       NO.                                            DESCRIPTION
    ----------  ---------------------------------------------------------------------------------------
          
    (a)    (1)  Offer to Purchase, dated March 23, 1995.
 
    (a)    (2)  Letter of Transmittal.
 
    (a)    (3)  Notice of Guaranteed Delivery.
 
    (a)    (4)  Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
 
    (a)    (5)  Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and
                Other Nominees.
 
    (a)    (6)  Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
 
    (a)    (7)  Text of Press Release issued by Parent on March 16, 1995 (Incorporated by reference to
                Exhibit 18 to Amendment No. 10 to the Schedule 13D filed by Parent, Holdings and the
                Purchaser, in respect of Common Stock of the Company, dated March 17, 1995).
 
    (a)    (8)  Text of Joint Press Release issued by Parent and the Company on March 17, 1995
                (Incorporated by reference to Exhibit 19 to Amendment No. 10 to the Schedule 13D filed
                by Parent, Holdings and the Purchaser, in respect of Common Stock of the Company, dated
                March 17, 1995).
 
    (a)    (9)  Form of Summary Advertisement, dated March 23, 1995.
 
    (b)         Engagement Letter, dated March 20, 1995, among Parent, Chemical Bank, Chemical
                Securities, Inc. and Citicorp Securities, Inc.
 
    (c)    (1)  Merger Agreement, dated as of March 16, 1995, among Parent, the Purchaser and the
                Company (Incorporated by reference to Exhibit 16 to Amendment No. 10 to the Schedule
                13D filed by Parent Holdings and the Purchaser, in respect of Common Stock of the
                Company, dated March 17, 1995).
 
    (c)    (2)  Company Stock Option Agreement, dated as of March 16, 1995, between the Purchaser and
                the Company (Incorporated by reference to Exhibit 17 to Amendment No. 10 to the
                Schedule 13D filed by Parent Holdings, and the Purchaser, in respect of Common Stock of
                the Company, dated March 17 , 1995).
 
    (c)    (3)  Agreement, dated as of June 21, 1993, among the Purchaser, Parent, the Company and
                certain officers, stockholders and former stockholders of the Company (Incorporated by
                reference to Exhibit 12 to Amendment No. 3 to the Schedule 13D filed by Parent,
                Holdings and the Purchaser, in respect of Common Stock of the Company, dated June 19,
                1993).
 
    (c)    (4)  Joint Filing Agreement pursuant to Rule 13d-1(f), dated as of April 9, 1992, among
                Parent, Holdings and the Purchaser (Incorporated by reference to Exhibit 1 to the

                original Schedule 13D filed by Parent, Holdings and the Purchaser, in respect of Common
                Stock of the Company, dated April 9, 1992).
 
    (c)    (5)  Exchange Agreement, dated as of March 30, 1992, between the Purchaser and the Company
                (Incorporated by reference to Exhibit 2 to the original Schedule 13D filed by Parent,
                Holdings and the Purchaser, in respect of Common Stock of the Company, dated April 9,
                1992).

     EXHIBIT
       NO.                                            DESCRIPTION
    ----------  ---------------------------------------------------------------------------------------
          
    (c)    (6)  Second Amended and Restated Stockholder's Agreement, dated as of March 30, 1992, among
                Parent, the Purchaser and the Company and certain officers, stockholders and former
                stockholders of the Company (Incorporated by reference to Exhibit 4 to the original
                Schedule 13D filed by Parent, Holdings and the Purchaser, in respect of Common Stock of
                the Company, dated April 9, 1992).
 
    (c)    (7)  Registration Rights Agreement, dated as of July 14, 1989, among the Purchaser, Parent
                and the Company and certain officers, stockholders and former stockholders of the
                Company (Incorporated by reference to Exhibit 5 to the original Schedule 13D filed by
                Parent, Holdings and the Purchaser, in respect of Common Stock of the Company, dated
                April 9, 1992).
 
    (c)    (8)  Amendment No. 1 to the Registration Rights Agreement, dated as of July 24, 1989, among
                the Purchaser, Parent and the Company and certain officers, stockholders and former
                stockholders of the Company (Incorporated by reference to Exhibit 6 to the original
                Schedule 13D filed by Parent, Holdings and the Purchaser, in respect of Common Stock of
                the Company, dated April 9, 1992).
 
    (c)    (9)  Amendment No. 2 to the Registration Rights Agreement, dated as of March 30, 1992, among
                the Purchaser, Parent, the Company and certain officers, stockholders and former
                stockholders of the Company (Incorporated by reference to Exhibit 7 to the original
                Schedule 13D filed by Parent, Holdings and the Purchaser, in respect of Common Stock of
                the Company, dated April 9, 1992).
 
     (c) (10)   Engagement Letter, dated March 3, 1995, between The Blackstone Group L.P. and the
                Company.
 
     (c) (11)   Confidentiality Agreement, dated March 10, 1995, among the Company, Parent, Holdings
                and the Purchaser.
 
    (d)         Not applicable.
 
    (e)         Not applicable.
 
    (f)         Not applicable.
 
    (g)    (1)  Class Action Complaint entitled Herbert Feiwel, IRA Rollover Account v. James E. Martin
                et al. (C.A. No. 14109), filed in the Court of Chancery in Delaware on March 10, 1994
                (Incorporated by reference to Exhibit 13 to Amendment No. 9 to the Schedule 13D filed

                by Parent, Holdings and the Purchaser, in respect of Common Stock of the Company, dated
                March 13, 1995).
 
    (g)    (2)  Class Action Complaint entitled Kenneth Steiner v. Richard K. Davidson et al. (C.A. No.
                14111), filed in the Court of Chancery in Delaware on March 10, 1995 (Incorporated by
                reference to Exhibit 14 to Amendment No. 9 to the Schedule 13D filed by Parent,
                Holdings and the Purchaser, in respect of Common Stock of the Company, dated March 13,
                1995).
 
    (g)    (3)  Class Action Complaint entitled Moise Katz v. James E. Martin et al. (C.A. No. 14112),
                filed in the Court of Chancery in Delaware on March 10, 1995 (Incorporated by reference
                to Exhibit 15 to Amendment No. 9 to the Schedule 13D filed by Parent, Holdings and the
                Purchaser, in respect of Common Stock of the Company, dated March 13, 1995).
 
    (g)    (4)  Class Action Complaint entitled Michael Gerber v. James E. Martin et al. (C.A. No.
                14117), filed in the Court of Chancery in Delaware on March 13, 1995 (Incorporated by
                reference to Exhibit 20 to Amendment No. 10 to the Schedule 13D filed by Parent,
                Holdings and the Purchaser, in respect of Common Stock of the Company, dated March 17,
                1995).

     EXHIBIT
       NO.                                            DESCRIPTION
    ----------  ---------------------------------------------------------------------------------------
          
    (g)    (5)  Class Action Complaint entitled Charles Kowal and Harry W. Kent v. Chicago and North
                Western Transportation Company et al. (C.A. No. 14115), filed in the Court of Chancery
                in Delaware on March 13, 1995 (Incorporated by reference to Exhibit 21 to Amendment No.
                10 to the Schedule 13D filed by Parent, Holdings and the Purchaser, in respect of
                Common Stock of the Company, dated March 17, 1995).
 
    (g)    (6)  Opinion of The Blackstone Group L.P. (see Exhibit I of Offer to Purchase).

                           OFFER TO PURCHASE FOR CASH
                     ALL OUTSTANDING SHARES OF COMMON STOCK
                                       OF
                           CHICAGO AND NORTH WESTERN
                             TRANSPORTATION COMPANY
                                       AT
                              $35.00 NET PER SHARE
                                       BY
                                 UP RAIL, INC.
                     AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
                           UNION PACIFIC CORPORATION
 
         THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
               NEW YORK CITY TIME, ON WEDNESDAY, APRIL 19, 1995,
                         UNLESS THE OFFER IS EXTENDED.
                            ------------------------
 
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING VALIDLY
 TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER OF
   SHARES WHICH, WHEN ADDED TO THE SHARES OF NON-VOTING COMMON STOCK OF
    CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY (THE 'COMPANY')
     BENEFICIALLY OWNED BY UNION PACIFIC CORPORATION ('PARENT') AND UP
     RAIL, INC. (THE 'PURCHASER') (ASSUMING CONVERSION THEREOF INTO
      SHARES), CONSTITUTES AT LEAST A MAJORITY OF THE SHARES OUTSTANDING
       ON A FULLY DILUTED BASIS (ASSUMING CONVERSION OF THE NON-VOTING
        COMMON STOCK INTO SHARES) AND (2) THE INTERSTATE COMMERCE
        COMMISSION'S APPROVAL OF PARENT'S AND THE COMPANY'S APPLICATION
         FOR AN ORDER AUTHORIZING THE COMMON CONTROL OF THE RAIL
           SUBSIDIARIES OF THE COMPANY AND PARENT HAVING BECOME
             FINAL AND EFFECTIVE PRIOR TO THE EXPIRATION OF THE
                                     OFFER.
 
               --------------------------------------------------
 
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY (WITH ONE DIRECTOR
  AFFILIATED WITH PARENT ABSENT AND NOT VOTING) APPROVED THE OFFER AND THE
     MERGER (AS DEFINED HEREIN), HAS DETERMINED THAT THE OFFER AND THE
      MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY'S
        STOCKHOLDERS (OTHER THAN PARENT AND THE PURCHASER) AND
        RECOMMENDS THAT STOCKHOLDERS OF THE COMPANY ACCEPT THE
              OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
                            ------------------------
 
                                   IMPORTANT
 
     Any stockholder desiring to tender all or any portion of such stockholder's
Shares (as defined herein) should either (i) complete and sign the Letter of
Transmittal (or a facsimile thereof) in accordance with the instructions in the
Letter of Transmittal, have such stockholder's signature thereon guaranteed if
required by Instruction 1 to the Letter of Transmittal, mail or deliver the
Letter of Transmittal or such facsimile and any other required documents to the
Depositary and either deliver the certificates for such Shares to the Depositary
along with the Letter of Transmittal or facsimile or deliver such Shares

pursuant to the procedure for book-entry transfer set forth in 'THE OFFER--
Procedures for Tendering Shares' prior to the expiration of the Offer or (ii)
request such stockholder's broker, dealer, commercial bank, trust company or
other nominee to effect the transaction for such stockholder. A stockholder
having Shares registered in the name of a broker, dealer, commercial bank, trust
company or other nominee must contact such broker, dealer, commercial bank,
trust company or other nominee if such stockholder desires to tender such
Shares.
 
     A stockholder who desires to tender Shares and whose certificates for such
Shares are not immediately available or who cannot comply with the procedures
for book-entry transfer described in this Offer to Purchase on a timely basis,
may tender such Shares by following the procedures for guaranteed delivery set
forth in 'THE OFFER-- Procedures for Tendering Shares.'
 
     Questions and requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal or other tender offer materials,
may be directed to the Information Agent (as defined herein) or the Dealer
Manager (as defined herein) at their respective addresses and telephone numbers
set forth on the back cover of this Offer to Purchase.
                            ------------------------
 
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF
SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED
IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
                            ------------------------
 
                      The Dealer Manager for the Offer is:
 
                                CS First Boston
March 23, 1995

                               TABLE OF CONTENTS

                                                                                                              PAGE
                                                                                                              ----
                                                                                                           
INTRODUCTION...............................................................................................     1
SPECIAL FACTORS............................................................................................     4
  Background of the Transaction............................................................................     4
  Recommendation of the Board of Directors of the Company; Fairness of the Transaction.....................     8
  Opinion of The Blackstone Group L.P......................................................................    10
  Summary of Presentation Materials to the Board...........................................................    11
  Opinion of CS First Boston Corporation....................................................................   14
  Purpose and Structure of the Transaction.................................................................    17
  Plans for the Company After the Offer and Merger.........................................................    17
  Interests of Certain Persons in the Transaction..........................................................    18
  Certain Effects of the Transaction.......................................................................    24
  Certain Litigation.......................................................................................    25
  Certain Federal Income Tax Consequences..................................................................    25
FINANCING OF THE TRANSACTION...............................................................................    26
THE MERGER AGREEMENT.......................................................................................    27
DISSENTERS' RIGHTS.........................................................................................    35
THE OFFER..................................................................................................    38
 1. Terms of the Offer.....................................................................................    38
 2. Acceptance for Payment and Payment.....................................................................    39
 3. Procedures for Tendering Shares........................................................................    40
 4. Withdrawal Rights......................................................................................    42
 5. Price Range of Shares; Dividends.......................................................................    43
 6. Effect of the Offer on the Market for the Shares; Exchange Listing and Exchange Act Registration;
    Margin Regulations.....................................................................................    43
 7. Certain Information Concerning the Company.............................................................    44
 8. Certain Information Concerning the Purchaser and Parent................................................    46
 9. Dividends and Distributions............................................................................    48
10. Conditions of the Offer................................................................................    48
11. Certain Legal Matters; Regulatory Approvals............................................................    49
12. Fees and Expenses......................................................................................    51
13. Miscellaneous..........................................................................................    52

Schedule I-- Information Concerning the Directors and Executive Officers of
            Parent, Union Pacific Holdings, Inc. and the Purchaser
 
Schedule II-- Information Concerning the Directors and Executive Officers of the
             Company
 
Schedule III-- Transactions in Shares During the Past 60 Days by the Purchaser
              and Parent
 
Exhibit I-- Opinion of The Blackstone Group L.P.
 
Exhibit II-- Financial Statements (Audited) of the Company for the Fiscal Years

            Ended December 31, 1993 and December 31, 1994
 
Annex I-- Agreement and Plan of Merger, dated as of March 16, 1995, by and among
         the Company, Parent and the Purchaser
 
Annex II-- Text of Section 262 of the Delaware General Corporation Law
 
                                       i

To the Holders of Common Stock of Chicago and North Western Transportation
Company:
 
                                  INTRODUCTION
 
     UP Rail, Inc. (the 'Purchaser'), a Utah corporation and an indirect wholly
owned subsidiary of Union Pacific Corporation, a Utah corporation ('Parent'),
hereby offers to purchase all outstanding shares of common stock, par value $.01
per share (the 'Common Stock' or the 'Shares'), of Chicago and North Western
Transportation Company, a Delaware corporation (the 'Company'), at a price of
$35.00 per Share, net to the seller in cash (the 'Offer Price'), upon the terms
and subject to the conditions set forth in this Offer to Purchase and in the
related Letter of Transmittal (which, as amended from time to time, together
constitute the 'Offer').
 
     Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the purchase of Shares by the Purchaser
pursuant to the Offer. The Purchaser will pay all charges and expenses of CS
First Boston Corporation, as Dealer Manager (in such capacity, the 'Dealer
Manager'), Citibank, N.A., as Depositary (the 'Depositary'), and Morrow & Co.,
Inc., as Information Agent (the 'Information Agent'), incurred in connection
with the Offer.
 
     The purpose of the Offer is for Parent, through the Purchaser, to acquire
the entire equity interest in the Company. The Purchaser currently beneficially
owns all 12,835,304 of the issued and outstanding shares of Non-Voting Common
Stock of the Company, par value $.01 per share (the 'Non-Voting Common Stock')
which, assuming conversion thereof into Shares, represents 27.48% of the
outstanding Shares calculated on a fully diluted basis (assuming conversion of
the shares of Non-Voting Common Stock into Shares and exercise of outstanding
stock options). The Offer is being made pursuant to an Agreement and Plan of
Merger, dated as of March 16, 1995 (the 'Merger Agreement'), by and among the
Company, Parent and the Purchaser, a copy of which is attached hereto as Annex
I. The Merger Agreement provides that, following the completion of the Offer and
the satisfaction or the waiver of certain conditions, the Purchaser will be
merged with and into the Company (the 'Merger'), with the Company as the
surviving corporation (the 'Surviving Corporation'). In the Merger, each
outstanding Share (other than Shares held in the treasury of the Company or
owned by Parent, the Purchaser or any other wholly owned subsidiary of Parent),
will be converted into the right to receive the Offer Price or any higher price
per Share paid in the Offer, without interest thereon. As a result of the
Merger, the Surviving Corporation will become an indirect wholly owned
subsidiary of Parent. See 'SPECIAL FACTORS--Purpose and Structure of the
Transaction' and 'THE MERGER AGREEMENT.' The time at which the Merger is
consummated in accordance with the Merger Agreement is hereinafter referred to
as the 'Effective Time.' The Offer and the Merger are sometimes collectively
referred to herein as the 'Transaction.'
 
     THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE HAVING BEEN
VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER

OF SHARES WHICH, WHEN ADDED TO THE SHARES OF NON-VOTING COMMON STOCK
BENEFICIALLY OWNED BY PARENT AND THE PURCHASER (ASSUMING CONVERSION THEREOF INTO
SHARES), CONSTITUTES AT LEAST A MAJORITY OF THE SHARES OUTSTANDING ON A FULLY
DILUTED BASIS (ASSUMING CONVERSION OF THE NON-VOTING COMMON STOCK INTO SHARES)
(THE 'MINIMUM CONDITION') AND (2) THE INTERSTATE COMMERCE COMMISSION'S ('ICC')
APPROVAL OF PARENT'S AND THE COMPANY'S APPLICATION FOR AN ORDER AUTHORIZING THE
COMMON CONTROL OF THE RAIL SUBSIDIARIES OF THE COMPANY AND PARENT HAVING BECOME
FINAL AND EFFECTIVE PRIOR TO THE EXPIRATION OF THE OFFER (THE 'ICC FINAL
APPROVAL CONDITION').
 
     THE BOARD OF DIRECTORS OF THE COMPANY (THE 'BOARD' OR 'BOARD OF DIRECTORS')
HAS UNANIMOUSLY (WITH MR. RICHARD K. DAVIDSON, PRESIDENT OF PARENT, ABSENT AND
NOT VOTING) APPROVED THE OFFER AND THE MERGER, HAS DETERMINED THAT THE OFFER AND
THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF HOLDERS OF SHARES (OTHER
THAN PARENT AND THE PURCHASER) AND RECOMMENDS THAT STOCKHOLDERS OF THE COMPANY
ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER. See 'SPECIAL
FACTORS--Recommendation of the Board of Directors of the Company; Fairness of
the Transaction.'
 
     THE BLACKSTONE GROUP L.P. ('BLACKSTONE') HAS DELIVERED TO THE BOARD ITS
WRITTEN OPINION TO THE EFFECT THAT, AS OF THE DATE OF THE MERGER AGREEMENT, THE
CASH CONSIDERATION TO BE RECEIVED BY THE HOLDERS OF

SHARES PURSUANT TO THE OFFER AND THE MERGER IS FAIR TO SUCH HOLDERS FROM A
FINANCIAL POINT OF VIEW. See 'SPECIAL FACTORS--Opinion of The Blackstone Group
L.P.'
 
     The Minimum Condition.  The Minimum Condition requires that the number of
Shares tendered and not withdrawn prior to the expiration of the Offer, together
with the Non-Voting Common Stock beneficially owned by Parent and the Purchaser
(assuming conversion thereof into Shares), constitutes at least a majority of
the Shares outstanding on a fully diluted basis (assuming conversion of the
Non-Voting Common Stock into Shares). According to the Company, as of March 16,
1995, there were outstanding (i) 31,330,631 Shares, (ii) 12,835,304 shares of
Non-Voting Common Stock, (iii) no shares of Company preferred stock, par value
$.01 per share, and (iv) stock options ('Options') to purchase an aggregate of
2,550,267 Shares, of which 1,482,856 are currently exercisable. As of March 21,
1995, there were 1,044 holders of record of Shares. The Purchaser beneficially
owns all 12,835,304 of the issued and outstanding shares of Non-Voting Common
Stock. Pursuant to the Merger Agreement and subject to the ICC Final Approval
Condition and satisfaction of the terms thereof, the Purchaser will convert its
Non-Voting Common Stock into Shares which would, upon conversion, constitute
27.48% of the outstanding Shares calculated on a fully diluted basis (assuming
exercise of outstanding stock options). Based upon the foregoing and assuming no
additional Shares are issued after March 16, 1995, the Minimum Condition will be
satisfied if 10,522,798 Shares are validly tendered and not withdrawn pursuant
to the Offer.
 
     The ICC Final Approval Condition.  The Offer is conditioned upon, among
other things, the ICC's March 7, 1995 approval of Parent's and the Company's
application for an order authorizing the common control of the rail subsidiaries
of the Company and Parent having become final and effective prior to the
expiration of the Offer (the 'ICC Final Approval'). See 'SPECIAL
FACTORS--Background of the Transaction.' Based on the ICC's written opinion with

respect to such order, Parent anticipates that such ICC order will become final
and effective on April 6, 1995. However, there can be no assurance that such ICC
order will become effective at that time.
 
     As of March 16, 1995, all of the executive officers and directors of the
Company as a group owned 230,527 Shares and held Options to acquire 932,505
Shares (whether or not exercisable). Such ownership of Shares and Options
represented 2.49% of the outstanding Shares on a fully diluted basis (assuming
conversion of the shares of Non-Voting Common Stock into Shares and exercise of
outstanding Options). For information regarding beneficial ownership of Shares
on the part of directors and executive officers of the Company, see 'SPECIAL
FACTORS--Interests of Certain Persons in the Transaction.' The Company has
advised Parent that, to the best of the Company's knowledge, and subject to
applicable securities laws and personal considerations (including tax planning),
all directors and executive officers of the Company presently intend to tender
pursuant to the Offer all Shares owned beneficially or of record by such
persons. The foregoing does not include any Shares over which, or with respect
to which, any such director or executive officer acts in a fiduciary or
representative capacity or is subject to the instructions of a third party with
respect to such tender.
 
     The Merger Agreement provides that, promptly upon the purchase of Shares by
the Purchaser or any other subsidiary of Parent pursuant to the Offer which,
together with the Non-Voting Common Stock, represents at least a majority of the
outstanding Shares (on a fully diluted basis and assuming conversion of the
Non-Voting Common Stock into Shares), Parent will be entitled to designate up to
such number of directors, rounded up to the next whole number, to the Board as
will give Parent representation (taking into account Parent's then existing
designees) equal to the product of the total number of directors on the Board
multiplied by the ratio of the aggregate number of Shares and Non-Voting Common
Stock (if any) then beneficially owned by the Purchaser, Parent and any of their
affiliates to the total number of Shares and Non-Voting Common Stock (if any)
then outstanding. In the Merger Agreement, the Company has agreed to use its
best efforts promptly to cause the Purchaser's designees to be elected as
directors of the Company, including by increasing the size of the Board or
securing the resignations of incumbent directors. Notwithstanding the foregoing,
the Company and Parent have agreed to use all reasonable efforts to assure that
prior to the Effective Time the Board will retain at least three directors
(other than Parent's designees) who are directors on the date of the Merger
Agreement, provided that after the purchase of Shares pursuant to the Offer,
Parent will always have its designees represent at least a majority of the
entire Board of Directors.
 
     The consummation of the Merger is subject to the satisfaction or waiver of
certain conditions, including, if required by law and the Company's Restated
Certificate of Incorporation, the approval and adoption of the
 
                                       2

Merger Agreement by the requisite vote of the stockholders of the Company. See
'THE MERGER AGREEMENT.' Under the Company's Restated Certificate of
Incorporation, the Delaware General Corporation Law ('Delaware Law') and the
Utah Business Corporation Act ('Utah Law'), except as otherwise described below,
the affirmative vote of the holders of a majority of the outstanding Shares is

required to approve and adopt the Merger Agreement and the Merger. Consequently,
upon the Purchaser owning (pursuant to the Offer or otherwise) at least a
majority of the then outstanding Shares, the Purchaser will have sufficient
voting power to approve the Merger and adopt the Merger Agreement without the
vote of any other stockholder of the Company. Pursuant to the Merger Agreement,
Parent has agreed that it will vote, or cause to be voted, all of the Shares
then owned by it, the Purchaser or any of their affiliates in favor of the
approval of the Merger and the adoption of the Merger Agreement.
 
     Under Delaware Law, if the Purchaser acquires, pursuant to the Offer or
otherwise, at least 90% of the then outstanding Shares, the Purchaser will be
able to approve and adopt the Merger Agreement and the transactions contemplated
thereby, including the Merger, without a vote of the Company's stockholders.
Pursuant to a Company Stock Option Agreement, dated as of March 16, 1995,
between the Purchaser and the Company (the 'Option Agreement'), and subject to
the Purchaser and its affiliates owning at least 85% of the outstanding Shares
(assuming conversion of the Non-Voting Common Stock into Shares) and certain
other conditions set forth therein, the Purchaser will have the right to
purchase from the Company, at the per Share price paid in the Offer, a
sufficient number of Shares such that the Shares purchased pursuant to the
Option Agreement, together with all Shares owned by Parent or the Purchaser,
would, assuming conversion of the Non-Voting Common Stock into Shares, represent
90.01% of the outstanding Shares (assuming conversion of the Non-Voting Common
Stock into Shares). Subject to the Purchaser, Parent and any permitted assignee
of the Purchaser acquiring at least 90% of the outstanding Shares, the
Purchaser, Parent and the Company have agreed to take, at the request of Parent,
all necessary and appropriate action to cause the Merger to become effective as
soon as practicable after such acquisition, without a meeting of the Company's
stockholders. If, however, the Purchaser does not acquire at least 90% of the
then outstanding Shares pursuant to the Offer, the Option Agreement, conversion
of the Non-Voting Common Stock or otherwise, and a vote of the Company's
stockholders is required under Delaware Law or Utah Law, a significantly longer
period of time will be required to effect the Merger.
 
     It is the present intention of the Purchaser to seek to cause the Company
to make an application for the termination of the registration of the Shares
under the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), as
soon as possible after the purchase of all validly tendered Shares pursuant to
the Offer if the requirements for termination of registration are met. See
'SPECIAL FACTORS--Certain Effects of the Transaction.'
 
     The Purchaser estimates that the total funds required to purchase all
Shares validly tendered pursuant to the Offer, consummate the Merger and pay all
related costs and expenses will be approximately $1.9 billion, including any
refinancing of the Company's indebtedness that is required to be repaid in
connection with the Transaction. Such amount will be obtained primarily from
capital contributions or advances made by Parent. Parent plans to obtain the
funds for such capital contributions or advances from its available cash and
working capital, and pursuant to one or more loan facilities currently existing
or to be obtained from one or more commercial banks or other financial
institutions. See 'FINANCING OF THE TRANSACTION.'
 
     The information contained in this Offer to Purchase concerning the Company
was supplied by the Company. Parent and the Purchaser take no responsibility for

the accuracy of such information. The information contained in this Offer to
Purchase concerning the Offer, the Merger, Parent and the Purchaser was supplied
by Parent and the Purchaser. The Company takes no responsibility for the
accuracy of such information.
 
     THIS OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
 
                                       3

                                SPECIAL FACTORS
 
BACKGROUND OF THE TRANSACTION
 
     A predecessor of the Company was acquired in a going-private transaction in
1989 involving the sale of common equity to various parties, including an
affiliate of Blackstone and certain officers of the Company, and the sale of
convertible preferred stock of the Company to the Purchaser for a purchase price
of $100 million. In April 1992, the Company completed a recapitalization
involving, among other things, the sale of Shares in an initial public offering.
As part of such recapitalization, the Purchaser exchanged its preferred stock of
the Company (and an additional cash investment in the Company of $28 million)
for 10,153,304 shares of Non-Voting Common Stock. In October 1992, the Purchaser
purchased 182,000 Shares in the open market and in December 1992, the Purchaser
purchased 2,000,000 Shares from the affiliate of Blackstone, all of such Shares
having been exchanged by the Company for the same number of shares of Non-Voting
Common Stock. Two parties to the 1989 going-private transaction (including the
affiliate of Blackstone) sold substantially all of their Shares in July 1993,
500,000 of such Shares to the Purchaser (which converted the shares into
Non-Voting Common Stock) and the balance in a secondary public offering (the
'Secondary Offering').
 
     On January 29, 1993, Parent, Union Pacific Railroad Company, a wholly owned
subsidiary of Parent ('UPRR'), Missouri Pacific Railroad Company, a wholly owned
subsidiary of Parent ('MPRR'), the Company and Chicago and North Western Railway
Company, a wholly owned subsidiary of the Company ('CNW Railway') filed a joint
application with the ICC for an order authorizing the common control, within the
meaning of the Interstate Commerce Act (the 'IC Act'), of the rail subsidiaries
of the Company and Parent. Parent and the Company requested that the ICC issue
an order that would permit Parent to, among other things, convert its Non-Voting
Common Stock into Shares, vote such Shares, acquire additional Shares if it
elects to do so and (subject to the approval of the Company) coordinate further
the railroad subsidiaries of Parent and the Company, in each case without the
need to obtain any further control authorization from the ICC (the 'Control
Application').
 
     On December 13, 1994, the commissioners of the ICC voted to approve the
Control Application, subject to a standard labor protection condition (the
'Labor Condition') and a requirement that the Soo Line Railroad Company ('Soo')
be permitted to admit third parties to certain joint facilities operated by Soo
and CNW Railway (the 'Soo Condition'), and effective upon publication by the ICC

of a written opinion (and the expiration of the applicable waiting period).
 
     On February 9, 1995, at a committee meeting of the Association of American
Railroads, Robert Schmiege, Chairman, President and Chief Executive Officer of
the Company, inquired of Richard K. Davidson, President of Parent and Chairman
and Chief Executive Officer of UPRR (and Parent's designee on the Company's
Board of Directors), whether Parent had made any determination concerning the
future of its investment in the Company. Mr. Davidson advised that, although it
was his personal view that a combination of Parent and the Company would be in
the long-term best interests of both companies, Parent had made no determination
concerning its investment in the Company.
 
     In conversations between Carl W. von Bernuth, Senior Vice President and
General Counsel of Parent, and the Company's outside counsel, and between Drew
Lewis, Chairman and Chief Executive Officer of Parent, and Mr. Schmiege, on
February 10, 1995 and February 14, 1995, respectively, Messrs. von Bernuth and
Lewis confirmed that neither management nor the Board of Directors of Parent had
made any determination with respect to Parent's investment in the Company, other
than to continue to hold such position as an investment.
 
     On February 23, 1995, at a meeting of Parent's Board of Directors,
management discussed with Parent's Board, among other things, various strategic
options involving Parent's investment in the Company. Management advised that
the ICC had not yet issued its written opinion concerning the Control
Application, and that this opinion would have to be reviewed by management of
Parent. No determination was made by the Board but it was the consensus of
directors that management should continue to explore the feasibility of Parent's
various options relating to the Company, and report back to Parent's Board once
management was prepared to make a recommendation.
 
                                       4

     On February 28, 1995, at a regularly scheduled meeting of the Board of
Directors of the Company, the Board (with Mr. Davidson absent) reviewed with
management the Company's Five-Year Business Plan (the 'Business Plan') and gave
preliminary consideration to the adoption of a possible stockholder rights plan.
At the meeting, Mr. Schmiege discussed with the directors his conversations with
Messrs. Lewis and Davidson and the status of the Control Application. Counsel to
the Company reviewed with the Board of Directors the legal standards under
Delaware Law applicable to board decisions in business combination transactions
and reviewed the terms of a possible stockholder rights plan.
 
     On March 7, 1995, the ICC issued a written opinion approving the Control
Application, subject to the Labor Condition and Soo Condition. See 'THE
OFFER--Certain Legal Matters; Regulatory Approvals.' On April 6, 1995, the ICC
approval is expected to become final and effective (provided that no stays have
been entered by any court or the ICC prior to such time). Upon receiving and
reviewing the ICC written opinion, and following a determination by management
of Parent that Parent should seek to explore with the Company various possible
matters concerning coordination between the two entities and Parent's investment
in the Company, Parent and the Purchaser filed an amendment to their Schedule
13D with the Securities and Exchange Commission (the 'SEC') disclosing, among
other things, (i) receipt of the ICC written opinion, (ii) Parent's intention,
upon the effectiveness of ICC approval and upon making provision for the

conditions thereto, to designate two additional directors on an expanded
nine-member Board of the Company (as provided in the 1993 Agreement described
below), and to convert its Non-Voting Common Stock into Shares, and (iii)
Parent's plan to seek to explore with the Company from time to time the
possibility of entering into various operational arrangements and ways to
enhance shareholder value, including the acquisition of all or a part of the
Company.
 
     Later on March 7, 1995, Mr. Lewis and Mr. Davidson met with Mr. Schmiege to
discuss, among other things, the possibility of exploring the acquisition by
Parent of the Company. Mr. Lewis indicated that he was prepared to explore a
possible acquisition by Parent at a price in the lower $30 per Share range. Mr.
Schmiege indicated that although the Board of Directors of the Company had not
made any decision to sell the Company, he would report their conversation to the
Board. On March 8, 1995, in conversations between Mr. Schmiege and Mr. Lewis,
Mr. Schmiege advised that the Company's Board of Directors would meet on March
9, 1995, and Mr. Lewis arranged to call him during or after such meeting. On
March 8 and 9, 1995, Messrs. Lewis and Davidson, in conversations with Mr.
Schmiege, continued to express interest in a possible transaction, and outside
counsel to Parent and the Company had conversations regarding process.
 
     On March 9, 1995, the Board of Directors of the Company held a special
meeting (with Mr. Davidson absent due to his status as President of Parent) to
consider the possibility of a transaction whereby the Company would be acquired
by Parent. The Board first confirmed that Blackstone had been retained to act as
its exclusive financial advisor with respect to, among other things, a potential
sale of the Company. The Board then reviewed the status of discussions with
Parent and received reports from the Company's management and Blackstone and a
further review by legal counsel of the legal standards applicable to business
combination transactions. Among the items discussed were (i) Blackstone's
preliminary discussion materials (the 'Blackstone Materials') presenting a range
of values of the Shares based on several different analyses and methodologies
(see 'SPECIAL FACTORS--Opinion of The Blackstone Group L.P.' and '--Summary of
Presentation Materials to the Board'), and (ii) whether any sale at that time
was desirable and in the best interests of the Company and the holders of its
Shares. Blackstone also noted that based on a preliminary review with the
Company's management of other potential strategic buyers, and given Parent's
existing ownership stake in the Company, the significant business relationships
between Parent and the Company, and the ICC's March 7, 1995 approval of the
Control Application, which would likely strengthen Parent's position relative to
other potential railroad industry bidders since the acquisition of the Company
by any other railroad would be subject to future ICC approval, viable
competition to acquire the Company was unlikely to emerge. Blackstone also
discussed with the Board a possible leveraged buyout or leveraged
recapitalization of the Company as set forth in the Blackstone Materials, and
the difficulties of financing such a transaction. After considering various
factors, including the advice of Blackstone and legal counsel, it was the
consensus of the Board of Directors that management of the Company enter into
negotiations with Parent only if Parent were to make an offer which exceeded the
lower $30 per Share range.
 
     During a recess in the meeting of the Board, Mr. Lewis contacted Mr.
Schmiege and indicated that Parent was prepared to pursue discussions with the
Company concerning a possible transaction at a price of $34 per

                                       5

Share. Mr. Schmiege replied that no decision had been made to sell the Company
but that he would report back to the Board of Directors of the Company and would
call Mr. Lewis back later in the evening.
 
     The Board reconvened to consider the interest expressed by Parent to
acquire the Company. Counsel to the Company again advised the Board as to their
fiduciary duties with respect to a possible sale of the Company to Parent. The
Board, with the advice of Blackstone and legal counsel, determined that although
the Board might be willing to pursue discussions with Parent concerning a
transaction at a price of $34 per Share, Mr. Schmiege should attempt to increase
the per Share consideration.
 
     During another recess in the meeting, Mr. Schmiege advised Mr. Lewis that
the Board was prepared to negotiate a transaction for the sale of the Company
and, after further discussion, the two men reached an understanding for a
transaction in which Parent would acquire 100% of the Shares at a price of $35
per Share, subject to, among other things, negotiation and execution of a
mutually satisfactory merger agreement and approvals by Parent's and the
Company's respective boards of directors.
 
     The Board reconvened and Blackstone rendered its oral opinion that the cash
consideration of $35 per Share was fair to the holders of Shares from a
financial point of view. (See 'SPECIAL FACTORS--Opinion of The Blackstone Group
L.P.'). The Board of Directors, after considering various factors, including the
fairness opinion of Blackstone and legal advice of the Company's counsel,
approved (with Mr. Davidson absent and not voting) a transaction in which Parent
would acquire 100% of the Shares at $35 per Share in cash, subject to
negotiation and execution of a mutually satisfactory definitive merger agreement
and approvals by Parent's and the Company's respective boards of directors. The
Board also authorized management to negotiate definitive terms and present a
definitive merger agreement to the Board.
 
     Prior to the commencement of trading on March 10, 1995, the Company and
Parent issued a joint press release regarding their discussions. The full text
of the joint press release of March 10 follows:
 
          CHICAGO, ILLINOIS, MARCH 10, 1995--Union Pacific Corporation (NYSE:
     UNP) and Chicago and North Western Transportation Company (NYSE: CNW)
     announced today that they have agreed that Union Pacific will acquire 100%
     of CNW's common stock at a price of $35 per share in cash. The transaction
     is subject, among other things, to negotiation and execution of a mutually
     satisfactory definitive purchase agreement and approvals by the companies'
     respective boards of directors.
 
          'I am very excited about this transaction. The Chicago and North
     Western is an excellent managed and maintained railroad with a great route
     to Chicago,' said Union Pacific Corporation Chairman and CEO Drew Lewis.
     'This is a strategic move that will make Union Pacific an even greater
     mover of southern Powder River Basin coal, grain, intermodal and other
     products.'

          Union Pacific is a transportation and natural resource company based
     in Bethlehem, Pennsylvania, with sales of approximately $8 billion.
 
          The Chicago and North Western Transportation Company is the holding
     company for the Chicago and North Western Railway Company, a leading
     railroad freight hauler in the central transcontinental corridor and major
     transporter of coal, grain and double-stack containers.
 
     In an amendment to the Schedule 13D filed by Parent and the Purchaser with
the SEC on March 10, 1995, Parent disclosed, among other things, Parent's
agreement upon price for a transaction and that there was no assurance that any
transaction would be agreed to or as to the final terms of any such transaction.
 
     On March 10, 1995, the Company, Parent, the Purchaser and Union Pacific
Holdings, Inc., a wholly owned subsidiary of Parent, entered into a
confidentiality agreement pursuant to which, among other things, the Company
agreed to provide to Parent certain information concerning the Company and its
operations for use in evaluating the Transaction and the recipients agreed to
keep such information confidential.
 
     Commencing on March 11, 1995, representatives of Parent and the Company and
their respective legal advisors began negotiating definitive terms of a merger
agreement and continued such negotiations through March 16, 1995. Among other
things, during the course of such negotiations: (i) the conditions to Parent's
and the Purchaser's obligation to consummate the Offer were narrowed; (ii) the
scope of the representations and warranties made by the Company was narrowed;
(iii) provision was made for at least three current directors of
 
                                       6

the Company to remain on the Board after consummation of the Offer, and it was
provided that the concurrence of a majority of such directors would be required
for any amendment or termination of the Merger Agreement; (iv) the fiduciary
duty exception to the provision in the Merger Agreement which prohibits the
Board from engaging in negotiations or discussions with, or providing
information to, any person (other than Parent or its affiliates) relating to any
Takeover Proposal (as defined in the Merger Agreement) was expanded and a
proposed breakup fee in the event that the Board accepts a Takeover Proposal
with any such person was eliminated; and (v) the expenses of Parent, the
Purchaser and their affiliates reimbursable by the Company under certain
circumstances (including the Company's acceptance of a Takeover Proposal from a
third party other than Parent) were limited to $3 million. On March 11, 1995,
representatives and advisors of Parent met with representatives and advisors of
the Company at the Company's offices in Chicago, Illinois to discuss certain
financial and other information regarding the Company.
 
     On March 16, 1995, the Board of Directors of Parent held a special meeting
to consider the Merger Agreement, the Offer and the Merger. After considering,
among other things, a financial presentation from CS First Boston Corporation
(in its capacity as financial advisor, 'CS First Boston') and receiving the
opinion of CS First Boston to the effect that, as of such date, the
consideration to be paid by Parent in the Transaction was fair to Parent from a
financial point of view, the Board of Directors of Parent unanimously approved
the Merger Agreement and authorized the execution and delivery thereof. See

'SPECIAL FACTORS--Opinion of CS First Boston Corporation.'
 
     Later on March 16, 1995, the Board of Directors of the Company held a
special meeting (with Mr. Davidson absent due to his status as President of
Parent) to consider the Merger Agreement, the Offer and the Merger. Blackstone
reviewed the Blackstone Materials in final form and indicated that during the
period since the public announcement on March 10, 1995, there had been no
inquiries, requests for information or offers from any other parties relating to
a proposed acquisition of the Company. Blackstone then presented its formal
written opinion that as of March 16, 1995, the cash consideration to be received
by the holders of Shares pursuant to the Offer and the Merger is fair to such
holders of Shares from a financial point of view. Counsel to the Company again
reviewed the fiduciary duties of directors and reviewed in detail the terms and
conditions of the Merger Agreement and the Option Agreement. The Board of
Directors of the Company (with Mr. Davidson absent and not voting) unanimously
approved the Merger Agreement, authorized execution and delivery thereof,
determined that the Offer and the Merger are fair to and in the best interests
of the holders of Shares (other than Parent and the Purchaser) and recommended
that stockholders of the Company accept the Offer and tender their Shares
pursuant to the Offer.
 
     The Merger Agreement and the Option Agreement were executed in the evening
of March 16, 1995.
 
     Prior to the commencement of trading on March 17, 1995, the Company and
Parent issued a joint press release regarding the execution of the Merger
Agreement and the commencement of the Offer. The full text of the joint press
release of March 17 follows:
 
          BETHLEHEM, MARCH 17, 1995--Union Pacific Corporation (UNP) and Chicago
     and North Western Transportation Company (CNW) announced today that they
     have executed a definitive agreement reflecting the previously announced
     transaction in which Union Pacific will acquire 100 percent of CNW's common
     stock at a price of $35 per share in cash. Union Pacific will shortly
     commence a tender offer for all CNW shares. Following the consummation of
     the tender offer, Union Pacific will acquire the remaining outstanding CNW
     shares in a merger for $35 per share in cash.
 
          'This acquisition will strengthen our capacity to compete in the key
     western freight corridors,' said Drew Lewis, Union Pacific chairman and
     CEO. 'It will increase Union Pacific's growing intermodal traffic from the
     major West Coast ports to the Midwest and enhance our low-sulfur coal
     shipments out of the Powder River Basin in Wyoming to the Mississippi
     Valley and the East. We are delighted to have this fine railroad joining
     the Union Pacific family.'
 
          'In addition to providing a substantial premium for our shareholders,'
     said Robert Schmiege, chairman, president and CEO of the CNW, 'this merger
     offers an opportunity for our customers and virtually all of our employees
     to participate in a larger railroad with broader horizons, greater
     resources
 
                                       7

     and enhanced opportunities for the marketing of our customers' products and
     our employees' professional growth.'
 
          Union Pacific Corporation is a transportation and natural resource
     company based in Bethlehem, Pennsylvania, with sales of approximately $8
     billion.
 
          The Chicago and North Western Transportation Company is the holding
     company for the Chicago and North Western Railway Company, a leading
     railroad freight hauler in the central transcontinental corridor and major
     transporter of coal, grain and double-stack containers.
 
      On March 23, 1995, Parent and the Purchaser commenced the Offer.
 
RECOMMENDATION OF THE BOARD OF DIRECTORS OF THE COMPANY; FAIRNESS OF THE
TRANSACTION
 
  The Board of Directors of the Company
 
     In making its determination and recommendation, the Board of Directors of
the Company considered many factors including, but not limited to, the
following:
 
          (i) the oral and written presentations of Blackstone (see 'SPECIAL
     FACTORS--Opinion of The Blackstone Group L.P.'), and the written opinion of
     Blackstone to the effect that the cash consideration to be received by the
     holders of Shares in the Offer and the Merger is fair to such holders from
     a financial point of view (a copy of such opinion, setting forth
     assumptions made and matters considered and limitations set forth by
     Blackstone, is set forth as Exhibit I to this Offer to Purchase and should
     be read in its entirety);
 
          (ii) the historical market prices of and recent trading activity in
     the Shares, particularly the fact that the Offer and the Merger will enable
     the stockholders of the Company to realize a significant premium over the
     prices at which the Shares traded prior to the public announcement of the
     proposed Transaction; the Offer Price in the Transaction is significantly
     higher than the highest price ($28.00 per Share on February 10, 1995) at
     which the Shares had ever traded prior to the public announcement of the
     Transaction;
 
          (iii) the view that competing offers were unlikely to occur; the Board
     considered the view of Blackstone that based on a preliminary review with
     the Company's management of other potential strategic buyers, and given
     Parent's existing ownership stake in the Company, the significant business
     relationships between Parent and the Company and the ICC's March 7, 1995
     approval of the Control Application (currently scheduled to become final
     and effective on April 6, 1995), which would be likely to strengthen
     Parent's position relative to other potential railroad industry bidders
     since the acquisition of the Company by any other railroad would be subject
     to future ICC approval, viable competition to acquire the Company was
     unlikely to emerge; the Board further considered the fact that since the
     public announcement on March 10, 1995 (which public announcement occurred
     six days prior to the execution of the Merger Agreement) the Company had

     not received any inquiries, requests for information or offers from any
     other parties relating to a proposed acquisition of the Company;
 
          (iv) the fact that although the Merger Agreement does not permit the
     Company, its subsidiaries and its affiliates to initiate, solicit or
     encourage any potential Takeover Proposal (as defined in the Merger
     Agreement), in the event of an unsolicited Takeover Proposal the Company
     may engage in negotiations or discussions with, or provide information to,
     a third party to the extent the failure to do so would likely result in a
     breach of the fiduciary obligations of the Board; and the fact that in the
     event that the Board decided to accept a takeover bid by a third party, the
     Board may terminate the Merger Agreement without the payment of a break-up
     fee, subject only to the payment of the expenses of Parent, the Purchaser
     and their affiliates in an amount not to exceed $3 million in the
     aggregate;
 
          (v) the possible alternatives to the Offer and the Merger, including,
     without limitation, continuing to operate the Company as a separate entity;
 
          (vi) information with regard to the financial condition, results of
     operations, business and prospects of the Company, as reflected in the
     projections in the Company's Business Plan, as well as the risks involved
     in achieving those prospects, current economic and market conditions
     (including current conditions in the industry in which the Company is
     engaged) and the going concern value of the Company (as reflected in
 
                                       8

     part in its historical and projected operating results and in the
     Blackstone Materials); the Board did not consider the liquidation of the
     Company as a viable course of action, and, therefore, no appraisal or
     liquidation values were sought for purposes of evaluating the Offer and the
     Merger;
 
          (vii) the expected timing of the Offer and the Merger, including the
     fact that the ICC final approval of Parent's control of the Company is
     scheduled to become final and effective on April 6, 1995, prior to the
     scheduled expiration of the Offer;
 
          (viii) the terms and conditions of the Merger Agreement, including the
     fact that Parent's obligation to consummate the Offer and the Merger is
     subject only to a limited number of conditions and the fact that the Offer
     is not conditioned upon financing; and
 
          (ix) the terms of certain other recently consummated acquisitions of
     companies in comparable lines of business as the Company.
 
     The members of the Board of Directors of the Company (with Mr. Davidson,
President of Parent, absent and not voting due to such status) considered each
of the factors listed above during the course of their deliberations and
negotiations prior to entering into the Merger Agreement. The Board evaluated
the factors listed above in light of their knowledge of the business and
operations of the Company and their business judgment. The Board based its
determination that the terms of the Offer and the Merger are fair to the

stockholders (other than Parent and the Purchaser) of the Company primarily on
the opinion of Blackstone and the other factors set forth above. The Board
stated that it regarded all of such factors as important, and did not find it
practicable to, and did not, quantify or otherwise assign relative weights to
the specific factors considered in reaching its decision.
 
     The Board of Directors recognized that the Offer and the Merger are not
structured to require the approval of the majority of the unaffiliated
stockholders of the Company, and that Parent and the Purchaser would be able to
close the Offer and effect the Merger without the vote of any other stockholder
of the Company if they acquire 10,522,798 or more of the outstanding Shares
pursuant to the Offer. In addition, the Board recognized that certain officers
and directors of the Company have certain interests in the Transaction that
present actual or potential conflicts of interest. See 'SPECIAL
FACTORS--Interest of Certain Persons in the Transaction.' The Board also
recognized that, while the consummation of the Transaction offers stockholders
the opportunity to realize a significant premium over the price at which Shares
were traded prior to the public announcement of the proposed Transaction, the
Transaction would eliminate the opportunity of all stockholders other than
Parent to participate in the future growth and profits of the Company. The Board
believes, however, that this loss of opportunity was reflected in the Offer
Price of $35 per Share, and also recognized that there can be no assurance as to
the level of growth or profits to be attained by the Company in the future.
 
     If the Offer and the Merger are not consummated, the Board of Directors
expects to continue to operate the Company as an ongoing business.
 
     Because of the appointment of Blackstone as the financial advisor to the
Company and the fact that Mr. Davidson did not participate in the deliberations
relating to, or vote on, the Transaction, the Board of Directors did not
consider it necessary to retain unaffiliated representatives to act solely on
behalf of the public stockholders of the Company for purposes of negotiating the
terms of the Merger Agreement.
 
  Parent and Purchaser
 
     The Transaction will allow Parent's railroad subsidiaries, UPRR and MPRR,
to better compete against single-line competitors by allowing coordination of
marketing and operations which will improve service quality and speed and
frequency of service to customers of both railroads. For a description of
Parent's estimate of the benefits resulting from a full consolidation of
Parent's and the Company's railroads, see '--Plans for the Company After the
Offer and Merger' below. Parent and the Purchaser regard the acquisition of the
remaining equity interest in the Company as an opportunity to achieve certain
strategic business objectives by providing Parent an opportunity to achieve full
single-line service over a highly desirable transcontinental Chicago route,
increase movement of southern Powder River Basin coal, grain, lumber, intermodal
and other products, implement a single, efficient, computer aided dispatching
system on the entire combined railroad, exploit unused equipment capacity to
attract additional traffic, reduce capital expenditures, and benefit from the
elimination of duplicative shops and overhead. The Transaction will allow better
coordination of yard operations and improved
 
                                       9

locomotive and freight car utilization, while improving car availability and
attracting increased traffic. Parent and the Purchaser also regard the
acquisition of the Company as an attractive investment opportunity because they
believe that the Company's future business prospects are favorable. See 'THE
OFFER--Certain Information Concerning the Company.'
 
     Parent and the Purchaser have each concluded that the Transaction is fair
to holders of Shares based on (i) the conclusions of, and unanimous approval
(with Mr. Davidson absent and not voting) by, the Board of Directors of the
Company, as well as the basis therefor, which conclusions and basis, as set
forth above, are incorporated by reference herein, (ii) the fact that the Board
of Directors of the Company had received the written opinion of Blackstone
addressed to the Board that the cash consideration to be received by holders of
Shares pursuant to the Offer and the Merger is fair to such holders from a
financial point of view, (iii) the fact that representatives of Parent and its
legal advisors negotiated the principal terms of the Transaction on an arm's-
length basis with representatives of the Company and its legal advisors and (iv)
the fact that (a) during the negotiations of the Merger Agreement the interests
of holders of Shares were represented by the Board of Directors of the Company
and its independent legal and financial advisors and the interests of Parent and
the Purchaser were represented by their legal and financial advisors and (b)
such parties had different economic and other interests. Parent and the
Purchaser did not find it practicable to, and did not, quantify or otherwise
attach relative weights to the specific factors considered by the Board of
Directors of the Company. However, Parent and the Purchaser gave significant
weight to all the factors discussed in (i) through (iv) above.
 
OPINION OF THE BLACKSTONE GROUP L.P.
 
     Pursuant to a letter agreement dated December 14, 1994, the Company and
Blackstone confirmed that Blackstone had been retained, effective November 29,
1994, to act as the Company's exclusive financial advisor with respect to
various matters, including certain matters affecting the Company arising out of
Parent's then proposed acquisition of Santa Fe Pacific Corporation.
 
     Pursuant to a letter agreement dated March 3, 1995, which was entered into
in addition to the December 14 letter agreement, the Company and Blackstone
confirmed that Blackstone had been retained to act as its exclusive financial
advisor with respect to a potential sale of, investment in, recapitalization by,
strategic alliance with or joint venture involving the Company. No limitations
were imposed by the Company upon the investigation made by Blackstone or
otherwise with respect to the opinion reached by Blackstone.
 
     On March 9, 1995, at a meeting of the Board of Directors of the Company
(with Mr. Davidson absent) to consider the possibility of a transaction whereby
the Company would be acquired by Parent, Blackstone presented the preliminary
Blackstone Materials presenting a range of values for the Shares using several
different analyses and methodologies. The Blackstone Materials are summarized
below. Blackstone reviewed the Blackstone Materials again at a meeting of the
Board of Directors on March 16, 1995, confirmed that such preliminary Blackstone
Materials should be considered to be final, and delivered a written fairness
opinion to the Board of Directors.

     In preparing the Blackstone Materials and arriving at the opinion discussed
below, Blackstone reviewed certain publicly available information relating to
the business, financial condition and operations of the Company, and certain
financial and other information, including financial forecasts, furnished to
Blackstone by the Company that is not publicly available. Blackstone met with
certain senior officers of the Company to discuss the operations, financial
condition, history and prospects of the Company's businesses.
 
     In conducting its analysis, Blackstone considered the terms of the Merger
Agreement; stock price data, the historical and current financial position and
the historical and projected cash flows and results of operations of the
Company; historical financial information and stock price data with respect to
certain public companies with operations which Blackstone considered comparable
to those of the Company; and prices paid in certain other business combinations
involving companies with operations that Blackstone considered comparable to
those of the Company. In addition, Blackstone conducted such other analyses and
examinations as Blackstone deemed necessary in arriving at its opinion.
Blackstone did not approach third parties to solicit indications of interest in
acquiring the Company.
 
                                       10

     Based on the foregoing, Blackstone delivered its oral opinion to the Board
of Directors of the Company on March 9, 1995, and following a review of the
Merger Agreement and related documents, delivered its written opinion dated
March 16, 1995 to the Board of Directors of the Company, that, as of the date of
such opinion, the cash consideration to be received by the holders of Shares
pursuant to the Offer and the Merger is fair to such holders from a financial
point of view.
 
     THE COMPANY'S STOCKHOLDERS ARE URGED TO READ THE TEXT OF THE BLACKSTONE
OPINION IN ITS ENTIRETY. A COPY OF THE FULL TEXT OF THE BLACKSTONE OPINION,
WHICH SETS FORTH THE ASSUMPTIONS MADE, MATTERS CONSIDERED AND LIMITATIONS OF THE
REVIEW UNDERTAKEN, IS ATTACHED AS EXHIBIT I HERETO. THE SUMMARY DISCUSSION OF
THE OPINION OF BLACKSTONE SET FORTH IN THIS OFFER TO PURCHASE IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF SUCH OPINION. BLACKSTONE'S OPINION
DOES NOT CONSTITUTE A RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER SUCH
STOCKHOLDER SHOULD TENDER SHARES IN THE OFFER.
 
     A copy of the Blackstone Materials has been filed as an exhibit to the
Transaction Statement on Schedule 13E-3 (the 'Schedule 13E-3') filed with the
SEC with respect to the Offer and may be inspected and copied, and obtained by
mail, from the SEC as set forth in 'THE OFFER--Certain Information Concerning
the Company,' and will be made available for inspection and copying at the
principal executive offices of the Company at 165 North Canal Street, Chicago,
Illinois during regular business hours by any interested stockholder of the
Company or his or her representative who has been so designated in writing.
 
     In the course of its investigation, Blackstone relied upon, and assumed the
accuracy and completeness of, publicly available information and the financial
and other information provided by the Company, but Blackstone did not assume any
responsibility for independent verification of any of the foregoing information.
With respect to financial forecasts, Blackstone relied upon the Company's

assurances that they have been reasonably prepared on bases reflecting the best
currently available estimates and judgments of the Company's management as to
the future financial performance of the Company. Blackstone expressed no view as
to such financial forecasts or the assumptions on which they were based. In
addition, Blackstone did not make an independent evaluation or appraisal of the
assets of the Company, nor was Blackstone furnished with any such evaluation or
appraisals. Blackstone's written opinion to the Board of Directors was based on
facts and circumstances existing and disclosed to Blackstone as of the date of
such opinion. Although Blackstone evaluated the fairness of the cash
consideration to be received by the holders of Shares in the Offer and the
Merger from a financial point of view, the specific consideration payable in the
Offer and the Merger was determined by Parent and the Company through
negotiation.
 
     The Company selected Blackstone primarily due to Blackstone's reputation
and experience in investment banking and mergers and acquisitions in general, as
well as Blackstone's knowledge and familiarity with the Company in particular.
Blackstone Capital Partners L.P., an affiliate of Blackstone, led a leveraged,
going-private transaction of CNW Corporation, a predecessor of the Company, in
1989, and Blackstone has since that time performed various financial advisory
services for the Company.
 
     Since January 1, 1993, Blackstone received approximately $2 million from
the Company as compensation for various investment banking and financial
advisory services in addition to the fees described below. As of March 16, 1995,
an affiliate of Blackstone owned Shares amounting to less than 0.1% of the total
issued and outstanding Shares, and Mr. James J. Mossman, General Partner of
Blackstone Group Holdings, L.P., an affiliate of Blackstone, is a member of the
Board of Directors of the Company.
 
     Pursuant to its December 14, 1994 letter agreement with Blackstone, the
Company paid Blackstone fees totaling $500,000. The Company agreed to pay
Blackstone, as compensation for Blackstone's services pursuant to the March 3,
1995 letter agreement, a fee of $6,000,000, less one-half of the fee paid
pursuant to the December 14, 1994 letter agreement. In addition, the Company
agreed to reimburse Blackstone for all of Blackstone's reasonable travel and
other out-of-pocket expenses (including Blackstone's legal expenses) in
connection with Blackstone's engagement, and has agreed to indemnify Blackstone
against certain liabilities and expenses in connection with Blackstone's
engagement.
 
SUMMARY OF PRESENTATION MATERIALS TO THE BOARD
 
     At the meeting of the Board of Directors of the Company on March 9, 1995,
and prior to delivering its oral opinion to the Board of Directors that the cash
consideration to be received by the holders of Shares pursuant to the Offer and
the Merger is fair, from a financial point of view, to such holders, and again,
at the meeting of the
 
                                       11

Board on March 16, 1995, prior to delivering its written opinion that the cash
consideration to be received by such holders is fair, from a financial point of
view, to such holders, Blackstone reviewed certain information with the Board

and discussed the Blackstone Materials. References to the 'current' stock price
included in the following summary of the Blackstone Materials refer to the Share
price immediately prior to the March 9 meeting.
 
     Blackstone noted that in reviewing valuations of the Shares, it utilized
the operating projections outlined in the Company's Business Plan, and
Blackstone presented a comparison of such projections to the Company's past
performance. Blackstone also presented a history of the Share price performance
since the Company's initial public offering in April 1992. In performing the
analyses described below, the Company's 1994 operating results were adjusted to
eliminate the effects of certain non-recurring charges.
 
     Trading Comparables Valuation.  Blackstone first reviewed the multiples of
earnings at which the shares of the following comparable public companies trade:
Burlington Northern Inc., Conrail, Inc., CSX Corporation, Illinois Central
Corporation, Norfolk Southern Corporation, Parent and Wisconsin Central
Transportation Corp. Based on the trading multiples of operating results for the
trailing twelve months of such companies, Blackstone applied benchmark multiples
of 6.5x-7.5x to the Company's 1994 earnings before interest, taxes, depreciation
and amortization ('EBITDA') and 8.5x-10.0x to the Company's 1994 earnings before
interest and taxes ('EBIT') to arrive at a range of implied per Share values for
the Shares of $21.31-$28.12 and $19.61-$27.13, respectively. Blackstone also
applied benchmark multiples of 1994 earnings per share and estimated 1995
earnings per share of 12.5x-13.0x and 10.5x-11.0x, respectively, to arrive at a
range of implied per Share values of $24.13-$25.09 and $26.25-$27.50,
respectively.
 
     Precedent Transactions Valuation.  Blackstone next reviewed the multiples
of earnings paid by acquirors in recent transactions in the railroad industry,
but noted that such comparisons had to be qualified by certain factors. In the
current proposed acquisition of Santa Fe Pacific Corporation by Burlington
Northern Inc., the price is substantially higher than the original offer due to
the highly competitive bidding which occurred between Parent and Burlington
Northern, Inc. The proposed Illinois Central Corporation transaction with Kansas
City Southern Industries Inc., which was terminated, involved an auction with a
number of interested parties. In the Kansas City Southern Industries,
Inc./Midsouth Corporation transaction, Midsouth offered routes that were
attractive for a number of parties, and its small size enabled financial buyers
to compete in the bidding. In the leveraged acquisition of the Company's
predecessor by a Blackstone affiliate, the transaction was consummated in light
of a competing hostile offer and at a time of significant liquidity in the
financing markets. Blackstone also noted that based on a preliminary review with
the Company's management of other potential strategic buyers, and given Parent's
existing ownership stake in the Company, the significant business relationships
between Parent and the Company, and the ICC's March 7, 1995 approval of the
Control Application, which would likely strengthen Parent's position relative to
other potential railroad industry bidders since the acquisition of the Company
by any other railroad would be subject to future ICC approval, viable
competition to acquire the Company was unlikely to emerge. Blackstone further
noted that in the last major railroad transaction involving a large existing
shareholder, Canadian Pacific Ltd.'s acquisition of the remaining 44% of Soo,
the original offer was at an approximately 8% premium to Soo's stock price,
which was subsequently increased to a 19% premium. With the foregoing
qualifications, based on such acquisitions in the railroad industry, Blackstone

presented a range of implied per Share values of (i) $28.12-$38.35 based on
multiples of EBITDA of 7.5x-9.0x, (ii) $32.15-$39.67 based on multiples of EBIT
of 11.0x-12.5x, and (iii) $28.95-$38.60 based on multiples of net income of
15.0x-20.0x. These were calculated by applying the benchmark multiples to the
Company's 1994 operating results.
 
     Discounted Value of Future Stand-Alone EPS.  The projections of earnings
per Share in the Business Plan were $2.50 in 1995, $3.01 in 1996, $3.82 in 1997,
$4.63 in 1998 and $5.60 in 1999. Based on these projections, Blackstone
presented a matrix of per Share values calculated by discounting potential
future Share prices of the Company. These were estimated assuming a range of
future price/earnings multiples of 9.0x-12.0x and equity discount rates of
13%-17%. Based on the projected earnings per Share for 1997, this analysis
indicated a low per Share value of $25.12, assuming the lowest multiple and
highest discount rate, and a high per Share value of $35.90, assuming the
highest multiple and lowest discount rate. The same analysis based on the
projected earnings per Share for 1999 indicated a range of $26.90 to $41.22 per
Share.
 
     Stand-Alone Unlevered Discounted Cash Flow.  Blackstone also presented a
matrix of the stand-alone discounted cash flow valuations of the Company using
unlevered cash flows and assuming the projections in the
 
                                       12

Business Plan referred to above. Based on a capital asset pricing model ('CAPM')
analysis, Blackstone utilized a range of 11%-14% for the Company's weighted
average cost of capital. Blackstone estimated a value at the end of five years
for the Company of 6.0x-7.0x (the 'exit multiple') projected 1999 EBITDA. This
analysis produced a low valuation of $32.20 per Share, assuming an exit multiple
of EBITDA of 6.0x and a weighted average cost of capital of 14%, and a high
valuation of $46.30 per Share, assuming an exit multiple of 7.0x and a weighted
average cost of capital of 11%.
 
     Potential Value to Parent--Pro Forma Merger Analysis.  Blackstone noted
that, based on estimates of potential cost savings in a combination of the
Company and Parent provided to Blackstone by the Company's management, and based
on the fact that Parent's borrowing costs are likely to be lower than the
Company's, an acquisition by Parent of the Company would lead to accretions to
Parent's earnings per share at prices involving significant premiums to the
Company's current Share price. Blackstone presented a summary of the possible
accretion to Parent's 1995 estimated earnings per share of approximately $4.53
assuming annual combination synergies of $40 million, $80 million and $120
million and assuming a range of purchase prices from $27.50 to $37.50 per Share.
Such summary indicated that Parent's earnings per share could increase from as
little as $0.11 per share, assuming a $37.50 purchase price and $40 million of
annual synergies, to as much as $0.49 per share, assuming a $27.50 purchase
price and $120 million of annual synergies. Blackstone noted that while the
estimated synergies presented by Parent and the Company in the Control
Application were higher than the $40 million-$120 million assumed in the pro
forma merger analysis, the Company's management advised Blackstone that because
of the uncertainties inherent in achieving certain of such synergies,
particularly in connection with certain revenue enhancements, it would be
appropriate to discount such estimated synergies in the context of the valuation

analysis. Blackstone noted that the per Share values implied in this analysis
included all of the projected combination benefits and therefore did not
necessarily reflect the price which Parent would be willing to pay to the
Company's stockholders.
 
     Potential Value to Parent--Discounted Cash Flow.  Blackstone also presented
an analysis of the potential discounted cash flow value of the Company to Parent
using unlevered cash flows and assuming $80 million of annual combination
synergies and also assuming the projections in the Business Plan. The analysis
indicated a range of per Share values assuming exit multiples of 6.0x-7.0x
projected 1999 EBITDA and, based on a CAPM analysis, a weighted average cost of
capital of 11% to 13% for Parent. The per Share values resulting from this
analysis ranged from a low of $44.00, assuming a 6.0x exit multiple and a 13%
weighted average cost of capital, to a high of $57.70, assuming a 7.0x exit
multiple and an 11% weighted average cost of capital. Blackstone noted that the
per Share values implied in this analysis included all of the projected
combination benefits and therefore did not necessarily reflect the price which
Parent would be willing to pay to the Company's stockholders.
 
     Leveraged Buy-Out.  Blackstone also presented an analysis of the values
which might be realized in a leveraged buy-out of the Company. Blackstone noted,
however, that given current market conditions, the financeability of a leveraged
buy-out at any meaningful premium to the current stock price would be uncertain.
Blackstone estimated that the upper end of likely per Share values in a
leveraged buy-out was $27.00. Blackstone further noted that, assuming equity
investors would have target returns of approximately 25%, achieving this value
would require debt and equity investors to accept the projections prepared by
the Company in the Business Plan. If equity investors were willing to fund a
leveraged buy-out based upon the Business Plan and management's estimate of
potential annual cost savings of $46 million and a potential $20 million
decrease in annual capital expenditures, then the implied leveraged buy-out
value could be increased to approximately $36.00 per Share. Blackstone noted,
however, that the ability to obtain the required level of debt financing for
such a transaction under these assumptions was highly uncertain.
 
     Leveraged Recapitalization.  Blackstone also analyzed the potential values
that might be realized in connection with a leveraged recapitalization of the
Company. Based upon the Business Plan, Blackstone estimated that the Company
could pay a one-time special dividend to stockholders of up to $13.00 per Share,
and presented a range of values assuming the remaining equity (with the
increased leverage) traded at multiples of pro forma estimated 1995 earnings
ranging from 8.0x to 11.0x. Based on the foregoing, the total value to
stockholders would range from $26.09 per Share, assuming the lowest multiple, to
$30.99 per Share, assuming the highest multiple. These values could increase to
$36.68 per Share and $41.80 per Share, respectively, if one also assumed
management's estimates of potential annual cost savings and decreases in annual
capital expenditures discussed above. Blackstone noted, however, that the
ability to obtain the required level of debt financing for such a transaction
under these assumptions was highly uncertain.
 
                                       13

     THE OPINION OF BLACKSTONE DATED MARCH 16, 1995, A COPY OF WHICH IS ATTACHED
HERETO AS EXHIBIT I, SHOULD BE READ IN ITS ENTIRETY. THE SUMMARY OF THE
FINANCIAL AND COMPARATIVE ANALYSES SET FORTH ABOVE CONTAINS A SUMMARY OF ALL
MATERIAL ANALYSES EMPLOYED BY BLACKSTONE IN REACHING SUCH OPINION, BUT DOES NOT
PURPORT TO BE A COMPLETE DESCRIPTION OF BLACKSTONE'S PRESENTATION TO THE BOARD
ON EITHER MARCH 9 OR MARCH 16 OR THE ANALYSES CONDUCTED BY BLACKSTONE.
FURTHERMORE, THE RANGE OF VALUES PRESENTED IN SUCH ANALYSES WERE NOT INTENDED IN
ANY SPECIFIC INSTANCE TO REPRESENT DEFINITIVE CONCLUSIONS OF THE VALUE OF THE
COMPANY. BLACKSTONE BELIEVES THAT ITS ANALYSES AND THE SUMMARY THEREOF SET FORTH
ABOVE MUST BE CONSIDERED AS A WHOLE AND THAT SELECTING PORTIONS OF ITS ANALYSES
AND THE FACTORS CONSIDERED BY IT, WITHOUT CONSIDERING ALL THE FACTORS OR
ANALYSES, COULD CREATE AN INCOMPLETE AND/OR MISLEADING VIEW OF THE PROCESS
UNDERLYING ITS OPINION. IN ADDITION, BLACKSTONE 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 VALUATION
RESULTING FROM ANY PARTICULAR ANALYSIS DESCRIBED ABOVE SHOULD NOT BE TAKEN TO BE
BLACKSTONE'S VIEW OF THE ACTUAL VALUE OF THE COMPANY. IN PERFORMING ITS
ANALYSES, BLACKSTONE MADE NUMEROUS ASSUMPTIONS WITH RESPECT TO INDUSTRY
PERFORMANCE, GENERAL BUSINESS, ECONOMIC, MARKET AND FINANCIAL CONDITIONS AND
OTHER MATTERS, MANY OF WHICH ARE BEYOND THE CONTROL OF PARENT, THE PURCHASER OR
THE COMPANY. ANY VALUE CONTAINED IN THE ANALYSES PERFORMED BY BLACKSTONE IS NOT
NECESSARILY INDICATIVE OF THE ACTUAL VALUES OR ACTUAL FUTURE RESULTS, WHICH MAY
BE SIGNIFICANTLY MORE OR LESS FAVORABLE THAN AS SET FORTH THEREIN. ANALYSES
RELATING TO THE VALUE OF THE BUSINESS OR SHARES DO NOT PURPORT TO BE APPRAISALS
OR TO REFLECT THE PRICES AT WHICH SUCH BUSINESS OR SHARES MAY BE SOLD.
ACCORDINGLY, SUCH ANALYSES AND VALUATIONS ARE INHERENTLY SUBJECT TO SUBSTANTIAL
UNCERTAINTY. NO PUBLIC COMPANY UTILIZED AS A COMPARISON IS IDENTICAL TO THE
COMPANY, AND NONE OF THE PRECEDENT TRANSACTIONS UTILIZED AS A COMPARISON IS
IDENTICAL TO THE OFFER AND THE MERGER. ACCORDINGLY, AN ANALYSIS OF PUBLICLY
TRADED COMPARABLE COMPANIES AND PRECEDENT TRANSACTIONS IS NOT MATHEMATICAL;
RATHER IT INVOLVES COMPLEX CONSIDERATIONS AND JUDGMENTS CONCERNING DIFFERENCES
IN FINANCIAL AND OPERATING CHARACTERISTICS OF THE COMPARABLE COMPANIES OR THE
COMPANIES INVOLVED IN PRECEDENT TRANSACTIONS AND OTHER FACTORS THAT COULD AFFECT
THE PUBLIC TRADING VALUE OF THE COMPARABLE COMPANIES OR COMPANY OR TRANSACTION
TO WHICH THEY ARE BEING COMPARED.
 
OPINION OF CS FIRST BOSTON CORPORATION
 
     CS First Boston was retained by Parent to act as its financial advisor in
connection with the Offer and the Merger. CS First Boston was selected by Parent
based on CS First Boston's experience, expertise and familiarity with Parent,
its business and Parent's investment in the Company. CS First Boston is an
internationally recognized investment banking firm and is regularly engaged in
the valuation of businesses and securities in connection with mergers and
acquisitions, leveraged buyouts, negotiated underwritings, competitive biddings,
secondary distributions of listed and unlisted securities, private placements
and valuations for estate, corporate and other purposes.
 
     In connection with CS First Boston's engagement, Parent requested that CS
First Boston evaluate the fairness, from a financial point of view, to Parent of
the consideration to be paid by Parent in the Offer and the Merger. At a meeting
of Parent's Board of Directors held on March 16, 1995, CS First Boston rendered
to Parent's Board of Directors an oral opinion (subsequently confirmed in
writing as of such date) to the effect that, as of such date and based upon and

subject to certain matters, the consideration to be paid by Parent in the Offer
and the Merger was fair to Parent from a financial point of view.
 
     In arriving at its opinion, CS First Boston (i) reviewed the Merger
Agreement and certain publicly available business and financial information
relating to the Company, (ii) reviewed certain other information, including
financial forecasts, provided by Parent and the Company, (iii) met with the
managements of Parent and the Company to discuss the business and prospects of
the Company, (iv) evaluated the pro forma financial impact of the Offer and the
Merger on Parent, (v) considered and relied upon the views of management of, and
regulatory counsel for, Parent concerning the anticipated regulatory treatment
to be accorded to the Offer and the Merger, (vi) considered certain financial
and stock market data of the Company and compared that data with similar data
for other publicly held companies in businesses similar to those of the Company,
(vii) considered, to the extent publicly available, the financial terms of
certain other business combinations and other transactions recently effected and
(viii) considered such other information, financial studies, analyses and
investigations and financial, economic and market criteria which CS First Boston
deemed relevant.
 
                                       14

     In connection with its review, CS First Boston did not assume
responsibility for independent verification of any of the information provided
to or otherwise reviewed by CS First Boston and relied upon its being complete
and accurate in all material respects. With respect to the financial forecasts
reviewed, CS First Boston assumed that such forecasts were reasonably prepared
on bases reflecting the best currently available estimates and judgments of the
respective managements of Parent and the Company as to the future financial
performance of the Company and the potential synergies resulting from the Offer
and the Merger. In addition, CS First Boston did not make an independent
evaluation or appraisal of the assets or liabilities (contingent or otherwise)
of the Company, nor was CS First Boston furnished with any such evaluations or
appraisals. CS First Boston assumed, with the consent of Parent's Board of
Directors and based upon the views of management of, and regulatory counsel for,
Parent that, in the course of obtaining the necessary regulatory and
governmental approvals for the proposed Offer and Merger, no restriction will be
imposed that will have a material adverse effect on the contemplated benefits of
the Offer and the Merger. CS First Boston's opinion is necessarily based on
information available to it and financial, stock market and other conditions and
circumstances as they existed and could be evaluated on the date of its opinion.
Although CS First Boston evaluated the fairness of the consideration to be paid
by Parent in the Offer and the Merger from a financial point of view, the
specific consideration payable in the Offer and the Merger was determined by
Parent and the Company through negotiation. No other limitations were imposed by
Parent on CS First Boston with respect to the investigations made or procedures
followed by CS First Boston.
 
     In preparing its opinion to Parent's Board of Directors, CS First Boston
performed a variety of financial and comparative analyses, including those
described below, and provided Parent's Board of Directors with a written
presentation with respect to such analyses. The summary of CS First Boston's
analyses set forth below does not purport to be a complete description of the
analyses underlying CS First Boston's opinion or presentation to Parent's Board

of Directors. The preparation of a fairness opinion is a complex analytic
process involving various determinations as to the most appropriate and relevant
methods of financial analyses and the application of those methods to the
particular circumstances and, therefore, such an opinion is not readily
susceptible to summary description. In arriving at its opinion, CS First Boston
made qualitative judgments as to the significance and relevance of each analysis
and factor considered by it. Accordingly, CS First Boston believes that its
analyses must be considered as a whole and that selecting portions of its
analyses and factors, without considering all analyses and factors, could create
a misleading or incomplete view of the processes underlying such analyses and
its opinion. In its analyses, CS First Boston made numerous assumptions with
respect to Parent, the Company, industry performance, regulatory, general
business, economic, market and financial conditions and other matters, many of
which are beyond the control of Parent and the Company. No company, transaction
or business used in such analyses as a comparison is identical to Parent, the
Company, the Offer or the Merger. An analysis of comparable companies and
transactions is not entirely mathematical; rather, it involves complex
considerations and judgments concerning differences in financial and operating
characteristics and other factors of the comparable companies or companies
involved in comparable transactions that could affect the acquisition or public
trading value of the comparable companies or the business segment or transaction
to which they are being compared. The estimates contained in the analyses set
forth below are not necessarily indicative of actual values or predictive of
future results or values, which may be significantly more or less favorable than
those suggested by such analyses. In addition, analyses relating to the value of
businesses or securities do not purport to be appraisals or to reflect the
prices at which businesses or securities actually may be sold. Accordingly,
because such estimates are inherently subject to substantial uncertainty, none
of Parent, the Purchaser, the Company, CS First Boston or any other person
assumes responsibility for their accuracy.
 
     The following is a summary of the material analyses performed by CS First
Boston in connection with its opinion dated March 16, 1995:
 
     Comparable Company Analysis.  CS First Boston reviewed and compared certain
financial, operating and stock market information of Parent, the Company and the
following selected companies in the railroad industry: Burlington Northern Inc.;
Conrail, Inc.; CSX Corporation; Illinois Central Corporation; Kansas City
Southern Industries, Inc.; Norfolk Southern Corporation; Santa Fe Pacific
Corporation; and Southern Pacific Transportation Corporation (the 'Comparable
Companies'). CS First Boston compared equity market values as a multiple of the
latest available 12 months and estimated 1994 and 1995 net income and book
value, and adjusted market values (equity market value, plus total debt,
preferred stock and minority investment, less cash and cash equivalents) as a
multiple of the latest available 12 months and estimated 1994 and 1995 revenues,
 
                                       15

operating cash flow and operating income. All multiples were based on closing
stock prices as of March 10, 1995. This analysis resulted in a stand-alone per
Share equity valuation range of approximately $22.00 to $27.00.
 
     Comparable Acquisition Analysis.  Using publicly available information, CS
First Boston analyzed the purchase prices and multiples paid or proposed to be

paid in selected acquisition transactions in the railroad industry, including:
Burlington Northern Inc./Santa Fe Pacific Corporation; Parent/Santa Fe Pacific
Corporation; Illinois Central Corporation/Kansas City Southern Industries, Inc.
(Railway Division); Kansas City Southern Industries, Inc./MidSouth Corporation;
RF&P Corporation (Railway Operations)/CSX Corporation; Canadian Pacific
Ltd./Soo; Blackstone Capital Partners/CNW Corporation; and Illinois Central
Corporation/Prospect Group (the 'Comparable Acquisitions'). CS First Boston
compared purchase prices as a multiple of the latest available 12 months net
income and book value, and adjusted purchase prices (purchase price, plus total
debt and preferred stock, less cash) as a multiple of the latest available 12
months sales, operating cash flow and operating income. All multiples for the
Comparable Transactions were based on information available at the time of
announcement of the transaction. This analysis resulted in a stand-alone per
Share equity valuation range of approximately $30.00 to $36.00.
 
     Discounted Cash Flow Analysis.  CS First Boston performed discounted cash
flow analyses of the projected unlevered free cash flow of the Company for
fiscal years 1995 through 2002, based on certain operating and financial
assumptions, forecasts and other information provided by the management of
Parent ('Parent Forecasts') and the management of the Company ('Company
Forecasts'). For purposes of such analyses, CS First Boston utilized discount
rates of between 10% and 14%, terminal year operating cash flow multiples of
between 5.5x and 7.5x and terminal year perpetual growth rates of between 3% and
5%. Based on Parent Forecasts and discount rates of 11% and 13%, this analysis
resulted in stand-alone per Share equity valuation ranges of approximately
$26.00 to $33.00 and $19.00 to $22.00, respectively. Based on Company Forecasts
and discount rates of 11% and 13%, this analysis resulted in stand-alone per
Share equity valuation ranges of approximately $40.00 to $50.00 and $33.00 to
$35.00, respectively. Parent advised CS First Boston that, in Parent's view, the
Parent Forecasts were a more realistic estimate of the Company's future
performance than the Company Forecasts.
 
     Synergies Analysis.  Based on Parent Forecasts, CS First Boston performed a
discounted cash flow analysis of the projected net revenue enhancements and cost
savings ('Synergies') anticipated to result from the Merger for fiscal years
1995 through 2002, taking into account estimates of Parent's management as to
the anticipated costs of implementing programs to realize such Synergies. For
purposes of such analysis, CS First Boston utilized discount rates of 11% and
13%, a terminal year operating cash flow multiple of 6.0x and a terminal year
perpetual growth rate of 4%. This analysis resulted in per Share equity
valuation ranges of approximately $5.25 to $6.25 (assuming 25% projected
Synergies are retained), $10.50 to $12.50 (assuming 50% of projected Synergies
are retained), $15.75 to $18.75 (assuming 75% of projected Synergies are
retained) and $21.00 to $25.00 (assuming 100% of projected Synergies are
retained).
 
     Pro Forma Analysis.  Based on Parent Forecasts, CS First Boston analyzed
certain pro forma effects resulting from the Merger, including, among other
things, the impact of the Merger on the projected earnings per share ('EPS') of
Parent for the fiscal years 1995 through 2002. This analysis indicated that the
Merger would be accretive to the EPS of Parent for each of the fiscal years
analyzed, assuming 100% of projected Synergies anticipated from the Merger were
achieved. The actual results achieved by the combined company may vary from
projected results, and the variations may be material.

     Copies of CS First Boston's opinion and written presentation to Parent's
Board of Directors have been filed as an exhibit to the Schedule 13E-3 and may
be inspected, copied and obtained in the manner specified in 'THE OFFER--Certain
Information Concerning the Company.' CS FIRST BOSTON'S OPINION IS DIRECTED ONLY
TO THE FAIRNESS OF THE CONSIDERATION TO BE PAID BY PARENT IN THE OFFER AND THE
MERGER FROM A FINANCIAL POINT OF VIEW, DOES NOT ADDRESS ANY OTHER ASPECT OF THE
OFFER, THE MERGER OR ANY RELATED TRANSACTION AND DOES NOT CONSTITUTE A
RECOMMENDATION TO STOCKHOLDERS OF THE COMPANY AS TO WHETHER TO TENDER SHARES IN
THE OFFER.
 
     In the ordinary course of business, CS First Boston and its affiliates may
actively trade the debt and equity securities of Parent and its affiliates and
the Company for their own account and for accounts of customers and,
accordingly, may at any time hold a long or short position in such securities.
 
     See 'THE OFFER--Fees and Expenses' for a description of Parent's fee
arrangements with CS First Boston.
 
                                       16

PURPOSE AND STRUCTURE OF THE TRANSACTION
 
     The purpose of the Transaction is for Parent, through the Purchaser, to
acquire the entire equity interest in the Company. Following the completion of
the Offer, Parent intends to acquire any remaining equity interest in the
Company not then owned by Parent or the Purchaser by consummating the Merger. If
the Purchaser acquires at least 90% of the outstanding Shares through the Offer
or through the Offer and pursuant to the Option Agreement, Parent intends to
cause the Purchaser to consummate the Merger through a short-form merger without
a vote of stockholders under Delaware law or Utah law. In any event, the
Purchaser intends, should it purchase Shares pursuant to the Offer, to cause the
Merger to occur (subject to satisfaction or waiver of the conditions contained
in the Merger Agreement). As set forth under 'THE OFFER--Conditions of the
Offer,' the Offer is conditioned upon, among other things, the Minimum Condition
being satisfied. Parent and the Purchaser cannot waive the Minimum Condition
without the written consent of the Company (such consent to be authorized by the
Board of Directors or a duly authorized committee thereof). As a result, without
the prior written approval of the Company, the Purchaser cannot accept for
payment, and therefore purchase, any Shares pursuant to the Offer, unless there
have been validly tendered and not withdrawn prior to expiration of the Offer a
number of Shares which, when added to the Non-Voting Common Stock (assuming
conversion thereof into Shares) and any Shares owned by Parent, the Purchaser
and their affiliates, constitutes at least a majority of the Shares outstanding
on a fully diluted basis (assuming conversion of the Non-Voting Common Stock
into Shares).
 
     The acquisition of the entire equity interest in the Company has been
structured as a cash tender offer followed by a cash merger in order to provide
a prompt and orderly transfer of ownership of the Company from the public
stockholders to Parent. Following the Merger, the interest of Parent in the
Company's net book value and net income will increase to 100%. Parent as the
sole indirect stockholder of the Company will thereafter benefit from any
increases in the value of the Company and also bear the risk of any decreases in

the value of the Company's operations. In connection with the Offer, Parent and
the Purchaser have reviewed, and will continue to review, various possible
business strategies that Parent and the Purchaser might consider in the event
that the Purchaser acquires control of the Company, whether pursuant to the
Merger Agreement or otherwise.
 
     The Merger does not require the approval of a majority of the unaffiliated
stockholders of the Company.
 
PLANS FOR THE COMPANY AFTER THE OFFER AND MERGER
 
     Except as indicated in this Offer to Purchase, neither Parent nor the
Purchaser has any present plans or proposals which relate to or would result in
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries, a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries or any material change in the Company's capitalization or any other
material changes in the Company's corporate structure or business or the
composition of the Board of Directors or management.
 
     Upon consummation of the Offer, Purchaser intends to continue to review the
Company and its assets, businesses, operations, properties, policies, corporate
structure, capitalization and management and consider if any changes would be
desirable in light of the circumstances then existing. Upon consummation of the
Merger, Parent intends to continue to review the business of the Company and
identify synergies and cost savings, including its freight traffic arrangements
with the Company. In addition, following the Effective Time, Parent will likely
change the dividend policy of the Company and may consider a possible merger of
the Company with UPRR. See 'SPECIAL FACTORS--Interests of Certain Persons in the
Transaction.'
 
     Parent regards the acquisition of the Shares and the resulting
consolidation of the Company's and Parent's rail subsidiaries as an opportunity
to achieve certain cost savings and synergies. Parent estimates that the Merger
will result in $103 million of pre-tax benefits, mainly due to new market
opportunities and traffic diversions from other railroads. An additional $95
million of pre-tax cost savings is also estimated to result from increased
efficiencies in equipment utilization and synergies achieved through the
increased coordination of departments, including maintenance of way and
equipment, transportation, operations, communications and computers. Parent
further estimates that a portion of these net benefits could have been achieved
once the Control Application became final and effective, even without acquiring
additional Shares or consummating the Merger. Parent estimates that these gains
will be partly off-set by a one-time $199 million pre-tax consolidation and
transaction cost. The foregoing estimates of cost savings and synergies are
inherently subject to substantial uncertainty and there can be no assurance that
they will be achieved.
 
                                       17

     Purchaser anticipates that, upon consummation of the Offer, it will
exercise its rights under the Merger Agreement to designate persons to be
elected to the Company's Board of Directors so that its designees constitute at
least a majority of the Company's Board of Directors. See 'THE MERGER

AGREEMENT.'
 
     The Merger Agreement provides that (i) Parent and the Purchaser will honor
and assume certain change of control agreements with certain employees of the
Company, (ii) certain participants in the Company's Retirement Plans (as defined
herein) will be entitled to certain rights and will become participants in
designated retirement plans of Parent and its affiliates, (iii) certain bonuses
will be paid to Company employees and (iv) certain Options will be cancelled in
exchange for either cash or options of the Parent. See 'THE MERGER AGREEMENT--
Compensation and Benefits.'
 
     It is expected that, if Shares are not accepted for payment by Purchaser
pursuant to the Offer and the Merger is not consummated, the Company's current
management, under the general direction of the Company's Board of Directors,
will continue to manage the Company as an ongoing business.
 
INTERESTS OF CERTAIN PERSONS IN THE TRANSACTION
 
     In considering the recommendation of the Board of Directors of the Company,
stockholders of the Company should be aware that certain officers and directors
of the Company have certain interests in the Transaction, including those
referred to below, that present actual or potential conflicts of interest in
connection with the Offer. The Board was aware of these potential or actual
conflicts of interest and considered them along with other matters described
under 'SPECIAL FACTORS--Recommendation of the Board of Directors of the Company;
Fairness of the Transaction.'
 
     Richard K. Davidson, who is the President of Parent and the Chairman and
Chief Executive Officer of UPRR and MPRR, is a member of the Board of Directors
of the Company and serves in such capacity as Purchaser's designee under the
Stockholders Agreement (as defined below). Mr. Davidson was absent and did not
vote at meetings of the Board held on February 28, March 9, and March 16, 1995.
See 'SPECIAL FACTORS--Background of the Transaction.' As of March 23, 1995, the
Purchaser owned 12,835,304 shares of Non-Voting Common Stock, which would, upon
conversion, constitute 27.48% of the outstanding Shares on a fully diluted basis
(assuming conversion of the shares of Non-Voting Common Stock into Shares and
exercise of all outstanding Options).
 
     As of March 16, 1995, the executive officers and directors of the Company
owned an aggregate of 230,527 Shares and held Options to purchase an aggregate
of 932,505 Shares (whether or not exercisable). On such date, the Shares owned
by executive officers and directors of the Company and the Options held by such
persons (whether or not exercisable) together constituted 2.49% of the
outstanding Shares on a fully diluted basis (assuming the conversion of the
shares of Non-Voting Common Stock into Shares and exercise of all outstanding
Options). If the Transaction is consummated, such persons will receive an
aggregate of $8,068,445 in cash for their Shares and, in addition, an aggregate
of $26,017,172 in cash with respect to the cancellation of Options assuming no
such person receives rollover options on Parent common stock. See 'THE MERGER
AGREEMENT--Compensation and Benefits' for a discussion of the treatment of
Options in the Merger.
 
     The following table sets forth, as of March 16, 1995, the number of Shares
and Options owned by, and the aggregate amounts to be received by, each

executive officer and director of the Company who owns any Shares or Options,
and all executive officers and directors of the Company as a group, pursuant to
the Transaction. Other than the individuals named below, no executive officer or
director of the Company owns any Shares.

                                                                                                          TOTAL
                                                                                                       CASH AMOUNT
                                                                                                          TO BE
NAME OF DIRECTOR OR EXECUTIVE OFFICER OF THE COMPANY                      SHARES      OPTIONS(4)       RECEIVED(5)
- -----------------------------------------------------------------------   -------     -----------     --------------
                                                                                             
F. G. Bitter...........................................................         0        50,000        $    737,500
Richard K. Davidson(1).................................................         0             0                   0
Paul A. Lundberg.......................................................    13,997        32,125             983,638
James E. Martin(2).....................................................     3,000             0             105,000
James J. Mossman(2)(3).................................................    31,967             0           1,118,845
Harold A. Poling.......................................................       500             0              17,500
Robert Schmiege........................................................   153,192       466,895          18,957,702
Samuel K. Skinner(2)...................................................     4,137             0             144,795

                                       18

                                                                                                          TOTAL
                                                                                                       CASH AMOUNT
                                                                                                          TO BE
NAME OF DIRECTOR OR EXECUTIVE OFFICER OF THE COMPANY                      SHARES      OPTIONS(4)       RECEIVED(5)
- -----------------------------------------------------------------------   -------     -----------     --------------
                                                                                             
James R. Thompson(2)...................................................     4,237             0             148,295
Arthur W. Peters.......................................................         0       340,569          10,381,971
Dennis E. Waller.......................................................    19,497        42,916           1,490,371
                                                                          -------     -----------     --------------
All Executive Officers and Directors (11 persons)......................   230,527       932,505        $ 34,085,617

- ------------------
 
(1) Mr. Davidson is the President of Parent. Share data does not include the
    beneficial holdings of Parent or the Purchaser.
 
(2) Includes, for each of Messrs. Martin, Mossman, Skinner and Thompson, 4,137
    shares held in the Director's Pension and Retirement Savings Trust (the
    'Plan Trust') which are voted by each respective director but with respect
    to which such directors do not have the right of disposition. Such Plan
    Trust was established to hold Shares in connection with the Company's
    Directors' Pension and Retirement Savings Plan.
 
(3) Includes 27,830 Shares held through a limited partnership affiliated with
    Blackstone.

(4) Includes vested and unvested Options.
 
(5) Assumes all Options will be settled for cash.
 
     In December 1994, the Company entered into Change of Control Employment
Agreements with Messrs. F. Gordon Bitter (Senior Vice President--Finance and
Accounting), Paul A. Lundberg (Senior Vice President-- Services), James E.
Martin (Executive Vice President--Operations), Arthur W. Peters (Senior Vice
President-- Sales and Marketing) and Dennis E. Waller (Senior Vice
President--Engineering and Equipment) and twenty-two other employees of the
Company who are not executive officers. Each such agreement provides for, among
other things: (i) a three-year employment period, beginning on the date of a
Change of Control (as defined in such agreements), at an annual base salary
equal to at least 12 times the highest monthly salary payable during the
12-month period immediately preceding the Change of Control; (ii) a guaranteed
annual bonus; and (iii) continued participation in the incentive, savings,
retirement, welfare and other fringe benefit plans sponsored by the Company. If
the executive's employment is terminated by the Company (other than for Cause
(as defined in such agreements) or by reason of the executive's death or
disability), or if the executive terminates employment for Good Reason (as
defined in such agreements), the executive will receive: (i) annual base salary,
guaranteed bonus and accrued vacation pay through the date of termination; (ii)
previously deferred and unpaid compensation; (iii) an amount equal to three
times the sum of the executive's base salary and annualized guaranteed bonus in
the year in which the termination occurs; (iv) reimbursement for benefits which
would have accrued in three more years and for unvested benefits forfeited under
the Company's Supplementel Pension Plan as a result of termination; and (v)
continuation of all medical, life insurance and other welfare benefits for a
period of three years from termination. Payments under each of such agreements
will be reduced to the extent it is determined that any portion thereof would be
nondeductible under Section 280G of the Internal Revenue Code of 1986, as
amended (the 'Code'), as an 'excess parachute payment.' If payments equal to or
in excess of 300% of the executive's 'base amount' (generally the average annual
compensation received by the executive over his five most recent tax years) are
made to the executive, then all amounts in excess of 100% of the executive's
base amount generally constitute 'excess parachute payments' for purposes of the
Code. It is anticipated that the payments made to the executive officers under
the Change of Control Employment Agreements after reduction for the portions of
(i) the amount of the prorated guaranteed bonus and (ii) the payments made under
the Merger Agreement with respect to the value of the executive's unvested
options, all as determined by the Company under the proposed regulations issued
by the Internal Revenue Service under Code Section 280G, are $437,112 for Mr.
Bitter, $456,302 for Mr. Lundberg, $1,181,172 for Mr. Martin, $1,212,549 for Mr.
Peters, $431,648 for Mr. Waller and $11,865,054 for all officers with Change of
Control Employment Agreements.
 
     Pursuant to the Merger Agreement, the Company will, after the Effective
Time, pay bonuses under its Bonus Plan in an amount determined by projecting to
December 31, 1995, its performance through the date of closing and prorating the
resulting bonus amounts to the date of closing. The following bonus payments
would be made pursuant to the Bonus Plan if the Effective Time were May 1, 1995:
Mr. Schmiege, $150,000; Mr. Bitter, $91,667; Mr. Lundberg, $75,000; Mr. Martin,
$91,667; Mr. Peters, $96,073; Mr. Waller, $75,000; and $1,094,899 for all

officers with Change of Control Employment Agreements.
 
                                       19

     Under the Merger Agreement, Parent has agreed to cause the Surviving
Corporation to honor the Change of Control Employment Agreements. In some
instances individual employees may enter into employment agreements with Parent
or one of its affiliates pursuant to which the rights to payments under the
Change of Control Employment Agreements are extinguished.
 
     In addition, under the Merger Agreement, Parent has agreed that each
individual officer with a Change of Control Employment Agreement whose
employment terminates under the Change of Control Employment Agreement as
described in the third preceding paragraph above and who (i) agrees to receive a
lump sum payment in cash of all benefits such officer is entitled to upon
termination of employment under the Change of Control Employment Agreement, (ii)
agrees to the amendment of the Stockholders Agreements, dated March 30, 1992 and
June 21, 1993 and the Registration Rights Agreement, dated July 14, 1989 to
provide for their termination and to waive all rights which such officer may
have under such agreements and (iii) waives any claims which such officer may
have against the Company (other than any rights such officer may have to
benefits under the Company's benefit plans and any rights such officer may have
to indemnification by the Company as provided in the Merger Agreement as
described in 'THE MERGER AGREEMENT') will receive a separate payment ('Separate
Payment') from the Company in an amount equal to the product of $15.0 million
and a fraction, the numerator of which is such officer's individual 1995
annualized compensation (current salary and maximum bonus) and the denominator
of which is the total 1995 annualized compensation (current salary and maximum
bonus) of all officers with Change of Control Employment Agreements. As a result
of the receipt by an executive of a Separate Payment in addition to the payments
under such executive's Change of Control Employment Agreement, portions of the
total payments to such executive could constitute 'excess parachute payments,'
resulting in non-deductibility of such 'excess parachute payments' to the
Company and imposition with respect thereto of a 20% excise tax on the
executive.
 
     If the following executive officers have such a termination of employment
under the Change of Control Employment Agreements and agree to the conditions
identified for the receipt of the Separate Payments, it is anticipated that such
officers would receive Separate Payments in the following amounts: Mr. Bitter,
$1,079,220; Mr. Lundberg, $882,998; Mr. Martin, $1,079,220; Mr. Peters,
$1,131,101, Mr. Waller; $882,998; and all officers with Change of Control
Employment Agreements (including the five identified officers), $15,000,000.
Officers who enter into employment agreements with Parent or one of its
affiliates will not receive Separate Payments.
 
     Subject to the employee consenting to the cancellation of his Options, if
consent is required by the terms of the Option (whether or not currently
exercisable), all outstanding Options under the Company's 1989 Equity Incentive
Plan for Key Employees, 1992 Equity Incentive Plan, and 1994 Equity Incentive
Plan (the 'Option Plans') and certain Rollover Option Agreements will be
cancelled by the Company at the Effective Time. Options which have been
cancelled on exercise of limited stock appreciation rights will not be
considered outstanding for this purpose. In consideration for the cancellation

of his or her Options, each employee will receive payment with respect to each
Share with respect to which the employee holds an Option in the amount of the
excess of the Offer Price over the exercise price. Employees of the Company whom
Parent or its affiliates have agreed to employ will be permitted to make an
advance election, in lieu of receiving a cash payment, to exchange their Options
for options with respect to common stock of Parent having in the aggregate
substantially the same terms and conditions, but without reload or change in
control features, as the Company Options exchanged therefor. If cash is received
in respect of all of their Options, the executive officers and all officers with
Change of Control Employment Agreements would receive the following payments as
consideration for the cancellation of their Options: Mr. Schmiege, $13,595,982;
Mr. Bitter, $737,500; Mr. Lundberg, $493,743; Mr. Martin, $0; Mr. Peters,
$10,381,971; Mr. Waller, $807,976; and all executive officers, $26,017,172.
 
     In addition, in connection with the retention of Mr. James Martin as
Executive Vice President--Operations of the Company, effective May 2, 1994, Mr.
Martin, received a payment of $125,000 at the time of his retention, and, based
on the recommendation at that time of the Chief Executive Officer of the
Company, is expected to receive in addition to his normal compensation, a
service bonus of $125,000 when he retires.
 
     Parent has also agreed in the Merger Agreement that all rights to
indemnification existing in favor of present or former directors, officers,
employees and agents of the Company or any of its subsidiaries as provided in
the Company's Restated Certificate of Incorporation or By-Laws or the
certificate or articles of incorporation, by-laws or similar documents of any of
the Company's subsidiaries as in effect as of the date of the Merger Agreement
with respect to matters occurring prior to the Effective Time will survive the
Merger and will
 
                                       20

continue in full force and effect. In addition, the Merger Agreement provides
that subject to certain limitations, Parent will cause to be maintained in
effect for not less than six years from the consummation of the Offer the
current directors' and officers' liability insurance policies maintained by the
Company (provided that Parent may substitute therefor policies of at least the
same coverage containing terms and conditions which are no less advantageous)
with respect to matters occurring prior to the Effective Time. See 'THE MERGER
AGREEMENT--Directors' and Officers' Insurance and Indemnification.'
 
     Following execution of the Merger Agreement, Parent approved an arrangement
under which, after the Effective Time, Parent will contribute to charities of
Mr. Schmiege's choice, in honor of Mr. Schmiege, an aggregate of $1,500,000,
payable over five years.
 
     Parent and certain of Parent's affiliates are parties to various
contractual arrangements with the Company and certain of the Company's
affiliates. Set forth below are summaries of certain of these arrangements.
These summaries are qualified in their entirety by reference to the appropriate
agreements which have been filed with the SEC as exhibits to the Tender Offer
Statement on Schedule 14D-1 (the 'Schedule 14D-1') and which are incorporated
herein by reference. These agreements may be examined and copies may be obtained
at the place and in the manner set forth under the caption 'THE OFFER--Certain

Information Concerning the Company.' The Merger Agreement contemplates that the
Stockholders Agreement, the 1993 Agreement and the Registration Rights Agreement
(each as defined below) will be terminated at the Effective Time.
 
  Stockholders Agreement
 
     Under the provisions of the Second Amended and Restated Stockholders
Agreement, dated as of March 30, 1992, (the 'Stockholders Agreement'), by and
among certain of the Company's executive officers and one former executive
officer, the Purchaser, Parent and the Company, such officers are required 
to vote their Shares for one designee of the Purchaser to the Company's Board 
of Directors. Certain former principal stockholders and certain former 
executive officers of the Company were originally also parties to 
the Stockholders Agreement. 
     Under the Stockholders Agreement, subject to certain exceptions: (i) if the
Purchaser wishes to sell or otherwise dispose of any of its Non-Voting Common
Stock or Shares into which such Non-Voting Common Stock may be converted (the
'Transfer Securities') to a person other than a party to the Stockholders
Agreement or a permitted transferee of such party (a 'Third Party') (excluding a
sale or spinoff to the stockholders of Parent) in one transaction or from time
to time in different transactions or (ii) if the Company wishes to sell or
otherwise dispose of all or substantially all of its assets or all or a part of
the east-west main line, whether or not as part of the sale of any other assets
('Transfer Assets') (any Transfer Securities together with any Transfer Assets
being referred to herein as the 'Offered Assets'), then (a) the Purchaser or a
permitted transferee, in the case of a proposed sale by the Company of any
Transfer Assets, and (b) the Company, in the case of a proposed sale of Transfer
Securities by the Purchaser or any of its permitted transferees, shall have a
right of first refusal with respect to the Offered Assets at a price specified
by the Purchaser or the Company, as the case may be (the 'Seller'), exercisable
for a period of 45 days following written notice from the Seller of the terms of
such proposed sale of Offered Assets (the 'Sale Notice'). Following a party's
failure to exercise its right of first refusal, for a period of 400 days from
the date of the Sale Notice, the Offered Assets may be sold to a Third Party on
terms and conditions no more favorable than those offered to the person having
the right of first refusal (each, a 'Rights Offeree'), provided that such sale
(x) is at a price in excess of 82.5% of the price at which the Offered Assets
were offered to the Rights Offeree and (y) is otherwise on the same general
terms and conditions as such offer to the Rights Offeree. 

     The Purchaser's right of first refusal with respect to the proposed sale of
any Transfer Assets is subject to certain limitations and exceptions and is also
subject to ICC approval or exemption. In addition, the Purchaser's right of
first refusal with respect to the east-west main line terminates if, under
certain circumstances, the Purchaser fails to exercise its right, and its right
of first refusal with respect to the Transfer Assets (except with respect to the
east-west main line) terminates if the Purchaser, together with its permitted
transferees, ceases to own approximately 2,840,000 or more shares of Non-Voting
Common Stock or Shares.
 
  1993 Agreement
 
     Pursuant to an agreement, dated as of June 21, 1993 (the '1993 Agreement'),
by and among the parties to the Stockholders Agreement, the Company agreed to

use its best efforts to cause two designees of the Purchaser in addition to the
one designee of the Purchaser for whom the Company's officers are required under
the
 
                                       21

Stockholders Agreement to vote their Shares (the 'Additional Nominees') to be
appointed to the Board of Directors as members of the class of directors serving
for a term ending on the date of the Annual Meeting to be held in 1995. The
Board of Directors so elected the Additional Nominees, such election to be
effective upon the ICC's March 7, 1995 order approving the Control Application
becoming final and effective. Assuming no stays are entered by any court or the
ICC, the Control Application, and therefore the commencement of Board service by
the Additional Nominees, will become effective on April 6, 1995. In addition,
the Company agreed to use its best efforts to (i) ensure that there will at all
times be three designees of the Purchaser on the Board of Directors (and, if the
Company shall continue to have a staggered Board of Directors, one such designee
will be in Class I (current term expiring in 1996) and two such designees will
be in Class III (current term expiring in 1995)), such efforts to include, if
necessary, expanding the Board of Directors, and filling vacancies on the Board
of Directors with, and nominating and soliciting proxies for the election as
directors at each annual meeting of the Company's stockholders of, the Purchaser
designees and (ii) ensure that the Board of Directors consists of nine directors
(including the Additional Nominees), provided that the number of authorized
directors may be increased in certain instances to permit the election of the
Purchaser designees.
 
     Pursuant to the 1993 Agreement, Messrs. Schmiege and Peters and one former
executive officers of the Company agreed to vote their Shares and otherwise use
their best efforts to ensure that there will at all times be three designees of
the Purchaser on the Board of Directors, provided that such obligation will not
restrict sales of Shares held by the executive officers and will cease with
respect to such executive officer if he ceases to be an employee of the Company.
 
     The provisions of the 1993 Agreement described above will terminate (i)
with respect to the Additional Nominees, if the Purchaser ceases to own at least
20% of the capital stock of the Company of any class or classes, the holders of
which are entitled to vote generally in the election of the members of the Board
of Directors, and any securities of the Company presently convertible into, or
exercisable or exchangeable for, any such capital stock of the Company,
including but not limited to the Shares and the Non-Voting Common Stock, and
(ii) with respect to one of the Additional Nominees, if the Purchaser ceases to
own at least 25%, but continues to own at least 20% of such capital stock of the
Company.
 
  Registration Rights Agreement
 
     The Purchaser has the right, pursuant to a Registration Rights Agreement
dated as of July 14, 1989, as amended, by and among the Company, an affiliate of
Blackstone, the Purchaser and certain other parties, to require that the Company
effect the registration under the Exchange Act of all or any part of the
Purchaser's Non-Voting Common Stock, and the Purchaser and certain present and
former executive officers of the Company have certain piggyback registration
rights at such time or times as the Company publicly offers securities.

  Trackage Rights Agreement
 
     Pursuant to a Trackage Rights Agreement, approved by the ICC, among UPRR,
MPRR (UPRR, MPRR and their respective subsidiaries being hereinafter referred to
as 'UP') and the Company, as supplemented and amended by a Supplemental Form of
Agreement for UP Trackage Rights, dated as of January 31, 1990 (the 'Trackage
Rights Agreement'), the Company hauls certain traffic over the east-west main
line for UP using Company employees, engines and facilities under terms that
preserve the Company's revenue on that traffic and at the same time provide the
Company with increased revenues in the event of increased UP usage under the
Trackage Rights Agreement. The Trackage Rights Agreement was further amended by
an amendment dated as of December 20, 1990. The Trackage Rights Agreement, as so
amended, required the Company to maintain 90% of the east-west main line at
Class 5 Federal Railroad Administration ('FRA') standards by the end of 1994.
Since December 31, 1992, this condition has been met. In addition, UP agreed
that if it determined by the end of 1994 that further upgrading of the east-west
main line was desirable, it would have provided $35 million of additional debt
financing to help the Company achieve the maintenance of 100% of the east-west
main line at Class 5 FRA standards by 1996. UP did not elect to provide such
additional financing.
 
     The trackage rights granted to UP under the Trackage Rights Agreement run
for a term of 999 years and consist of bridge rights (i.e., rights to haul
freight from one end of the east-west main line to the other, but not to
originate, terminate or interchange traffic at intermediate points) between
Fremont, Nebraska/Council Bluffs, Iowa and points in and around Chicago,
Illinois, and full rights throughout the Chicago area, each subject to certain
limitations. UP retains the option of working with the Company and other
railroads on an interline basis
 
                                       22

rather than handling traffic via the trackage rights. UP is allowed to
interchange with all rail and non-rail transportation companies in the Chicago
area for traffic to and from points not served by the Company or the Fox River
Valley Railroad Corporation (a Wisconsin regional railroad which purchased its
line from the Company and has since been acquired by Fox Valley & Western
Railroad, a subsidiary of Wisconsin Central Transportation Company).
 
     The Trackage Rights Agreement also calls for provision by the Company of
terminal services, including switching for UP to connecting railroads and to and
from selected terminal and shipper's facilities. Other services to be provided
to UP by the Company include locomotive servicing and fueling, locomotive and
train inspection, derailment cleanup, bad order repair and clerical services.
 
     As compensation for the rights and services afforded thereunder, the
Trackage Rights Agreement obligates UP to pay the Company its revenue per unit
(by traffic classifications) of the first quarter of 1989 net of refunds and all
appropriate allowance payments, with the level of such compensation to be
adjusted upward or downward (subject to a defined minimum rate) in accordance
with the percentage increase or decrease of UP's net revenue per unit for each
trackage right traffic classification. The aforementioned level of compensation
will be adjusted every five years to reflect productivity per unit where such

adjustment would not reduce the revenue to variable cost ratio below the level
prevailing on the date of the Trackage Rights Agreement. In order to provide UP
with an incentive to increase the traffic subject to the Trackage Rights
Agreement, the compensation described above is to be adjusted to reflect UP's
increase in usage (volume as measured in carloads, trailers or containers) by
traffic classification for trackage rights traffic using the east-west main
line. In addition, the Company is entitled to supplementary compensation for
handling empty returns in excess of the number of loads handled. The Trackage
Rights Agreement also requires UP to reimburse the Company for additional costs
associated with certain special services.
 
     Pursuant to the terms of the Trackage Rights Agreement, UP paid the Company
approximately $16.3 million in 1992, approximately $18.8 million in 1993 and
approximately $23.9 million in 1994.
 
     In order to ensure provision by the Company of the high level of service
and maintenance required under the Trackage Rights Agreement, any material
breach of the service or maintenance standards incorporated therein, which is
not cured within the period allotted therefor, will result in the entitlement of
UP to expanded rights in respect of the trackage right lines, including, under
certain circumstances, the right to undertake maintenance therefor, to make
capital improvements to ensure continued maintenance at Class 5 standards, the
immediate right to fully operate its own trains over such lines, and
corresponding changes in the compensation provisions for trackage rights.
 
     The Trackage Rights Agreement further provides that, except in the event of
a material breach of the agreement (in which event control of train operations
will be held by the party with the greater usage and UP will be permitted to
utilize its own train crews), the Company will be solely responsible for control
of train operations on the lines subject to the Trackage Rights Agreement and
will conduct the same in a nondiscriminatory manner. Absent breach, the Company
will also be obligated to provide crews for UP trains and will in any event bear
the same liability for trackage rights traffic as it would have had if such
traffic had moved in interline service.
 
  WRPI Agreements
 
     The Company and Parent and certain of its subsidiaries are also parties to
certain agreements originally entered into in connection with Parent's
participation in the financing of Western Railroad Properties, Incorporated, an
indirect subsidiary of the Company ('WRPI'), in 1982 and which were restated in
December of 1990 when WRPI completed a refinancing (the 'WRPI Refinancing') of
indebtedness incurred in connection with the construction of WRPI's rail lines.
Under these agreements, a trust for the benefit of a subsidiary of Parent (the
'WRPI Trust') owns approximately one-half of the track constituting the WRPI
line and certain support facilities and leases them to WRPI pursuant to a lease
(the 'Lease'). During 1992, 1993 and 1994, WRPI paid approximately $17.7
million, $21.8 million and $20.2 million, respectively, to the WRPI Trust for
fixed and contingent rent payments under the Lease, excluding rent representing
interest payable to lenders to the WRPI Trust. Another agreement between WRPI
and UPRR provides for the manner in which aggregate revenues from jointly
transportated coal will be divided between them. At the present time,
substantially all the coal transported by WRPI out of the Powder River Basin is
interchanged with UPRR at South Morrill, Nebraska, and is subject to such

agreement. In order to secure the performance of WRPI's obligations under the
Lease
 
                                       23

(including rental payments in respect of indebtedness incurred by the WRPI Trust
in connection with the WRPI Refinancing) and the other agreements entered into
as part of the WRPI Refinancing, all of the capital stock of WRPI is currently
pledged to the WRPI Trust. Under the pledge agreement with the WRPI Trust, the
Company is required (subject to certain exceptions) to obtain the consent of the
WRPI Trust or Parent to any transfer of capital stock of WRPI at any time prior
to April of 2001. In addition, the WRPI Trust has a right of first refusal with
respect to transfers of the capital stock of WRPI under this agreement and would
have the right, unless prohibited by law, to acquire the capital stock of WRPI
at the lower of the fair market value and the book value of such shares in the
event of: (i) a material breach of the participation and loan agreement entered
into in connection with the WRPI Refinancing, which, in the case of a
non-monetary breach, would, after expiration of a 60-day grace period, have a
material adverse effect on Parent or its affiliates or its interest in WRPI; or
(ii) a continuing event of default under the Lease.
 
  Operating Relationship
 
     In addition to the foregoing, the Company has a substantial operating
relationship with UPRR. Approximately 62%, 65% and 67% of the Company's total
loads in 1992, 1993 and 1994, respectively, were interchanged with UPRR railroad
lines at the Company's Omaha gateway and at the south end of WRPI. Additionally,
approximately 31%, 34% and 35% of Parent's railroad subsidiaries' total loads in
1992, 1993 and 1994, respectively, were interchanged with the Company's railroad
subsidiaries. The Company's east-west main line also links UPRR's primary
western routes with eastern railroads in Chicago, providing direct freight
service between Chicago and West Coast points. In connection with such
interchanges, either or both of Parent's and the Company's railroad subsidiaries
may be the party billing the shipper of such interchanged 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.
 
CERTAIN EFFECTS OF THE TRANSACTION
 
     The purchase of Shares pursuant to the Offer will reduce the number of
Shares that might otherwise trade publicly and the number of holders of Shares,
which could adversely affect the liquidity and market value of the remaining
Shares held by the public.
 
     According to the published guidelines of the New York Stock Exchange
('NYSE'), the NYSE would consider delisting the Shares if, among other things,
the number of record holders of such Shares who each hold at least 100 Shares
should fall below 1,200, the number of publicly held Shares (exclusive of
holdings of officers, directors and their families and other concentrated
holdings of 10% or more ('NYSE Excluded Holdings')) should fall below 600,000 or
the aggregate market value of publicly held Shares (exclusive of NYSE Excluded
Holdings) should fall below $5,000,000. If, as a result of the purchase of
Shares pursuant to the Offer or otherwise, the Shares no longer meet the

requirements of the NYSE for continued listing and the listing of the Shares is
discontinued, the market for the Shares could be adversely affected.
 
     If the NYSE were to delist the Shares, it is possible that the Shares would
continue to trade on another securities exchange or in the over-the-counter
market and that price or other quotations would be reported by such exchange or
through the National Association of Securities Dealers Automated Quotation
System ('Nasdaq') or other sources. The extent of the public market therefor and
the availability of such quotations would depend, however, upon such factors as
the number of stockholders and/or the aggregate market value of such securities
remaining at such time, the interest in maintaining a market in the Shares on
the part of securities firms, the possible termination of registration under the
Exchange Act as described below, and other factors. The Purchaser cannot predict
whether the reduction in the number of Shares that might otherwise trade
publicly would have an adverse or beneficial effect on the market price for or
marketability of the Shares or whether it would cause future market prices to be
greater or less than the Offer Price.
 
     The Shares are currently 'margin securities', as such term is defined under
the rules of the Board of Governors of the Federal Reserve System (the 'Federal
Reserve Board'), which has the effect, among other things, of allowing brokers
to extend credit on the collateral of the Shares. Depending upon factors similar
to those described above regarding listing and market quotations, following
consummation of the Offer it is possible that the Shares might no longer
constitute 'margin securities' for purposes of the margin regulations of the
Federal Reserve Board, in which event such Shares could no longer be used as
collateral for loans made by brokers.
 
                                       24

     The Shares are currently registered under the Exchange Act. Registration of
the Shares under the Exchange Act may be terminated upon application of the
Company to the SEC if the Shares are not listed on a national securities
exchange or quoted on Nasdaq and there are fewer than 300 record holders of the
Shares. Termination of registration of the Shares under the Exchange Act would
substantially reduce the information required to be furnished by the Company to
its stockholders and to the SEC and would make certain provisions of the
Exchange Act, such as the short-swing profit recovery provisions of Section
16(b), the requirement of furnishing a proxy statement in connection with
stockholders' meetings pursuant to Section 14(a), and the requirements of Rule
13e-3 under the Exchange Act with respect to 'going private' transactions, no
longer applicable to the Company. In addition, 'affiliates' of the Company and
persons holding 'restricted securities' of the Company may be deprived of the
ability to dispose of such securities pursuant to Rule 144 promulgated under the
Securities Act of 1933, as amended. It is the present intention of the Purchaser
to seek to cause the Company to make an application for the termination of the
registration of the Shares under the Exchange Act as soon as possible after the
purchase of all validly tendered Shares in the Offer if the requirements for
termination of registration are met.
 
     If registration of the Shares under the Exchange Act is terminated, the
Shares would no longer be 'margin securities' or be eligible for Nasdaq

reporting.
 
CERTAIN LITIGATION
 
     On March 10, 1995, three suits were filed, and on March 13, 1995, two
additional suits were filed, in the Court of Chancery in Delaware by
stockholders of the Company against the Company, the members of the Company's
Board of Directors, Parent and certain other parties. Each of these suits was
filed as a class action on behalf of all stockholders of the Company except the
defendants and their affiliates, and alleges, among other things, that various
of the defendants have breached their fiduciary duties to plaintiffs in
connection with the Transaction by (a) failing to act independently, in
furtherance of the best interests of the Company and its stockholders, and to
maximize stockholder value, (b) failing to adequately explore all alternatives
available to the Company's stockholders (including soliciting all potential bids
for the Company or its assets, conducting an active market check, or negotiating
with any other interested third party), and (c) by agreeing to transfer control
of the Company to Parent for grossly inadequate consideration. Several of the
complaints also allege, among other things, that Parent is a controlling
stockholder of the Company, that the Transaction is being entered into for the
benefit of Parent and not the Company's stockholders, and that Parent violated
its duty to offer Company stockholders a fair price for their Shares. These
complaints seek, among other things, (i) a declaratory judgment that defendants
have breached their fiduciary duties to plaintiffs, (ii) preliminary and
permanent injunctive relief enjoining defendants from proceeding with or
consummating the transfer of control of the Company, (iii) a court order
requiring the Company and the Board of Directors to undertake an appropriate
evaluation of alternatives designed to maximize stockholder value and appoint a
disinterested committee of directors to ensure that the interests of the
Company's stockholders are protected, and (iv) joint and several damages against
the defendants as a result of their conduct.
 
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
 
     The following discussion is a summary of the material federal income tax
consequences of the Offer and the Merger to holders of Shares who hold the
Shares as capital assets. The discussion set forth below is for general
information only and may not apply to particular categories of holders of Shares
subject to special treatment under the Code, such as foreign holders and holders
who acquired such Shares pursuant to an exercise of an employee stock option or
otherwise as compensation.
 
     Consequences of the Offer and the Merger Generally.  The receipt of cash
for Shares pursuant to the Offer (or the Merger) will be a taxable transaction
for federal income tax purposes and may be a taxable transaction for foreign,
state and local income tax purposes as well.
 
     In general, a stockholder of the Company who, pursuant to the Offer and/or
the Merger, exchanges Shares for cash will recognize capital gain or loss on the
date of acceptance of Shares for purchase pursuant to the Offer or at the
Effective Time, as the case may be, in an amount equal to the difference between
the amount of cash received and the stockholder's adjusted tax basis in the
Shares accepted for payment in the Offer or surrendered

                                       25

in the Merger. The gain or loss will be long-term capital gain or loss if, as of
the date of the exchange pursuant to the Offer or as of the Effective Time, the
holder thereof has held such Shares for more than one year.
 
     If a holder of Shares owns more than one 'block' of stock (i.e., Shares
acquired at the same time in a single transaction), gain or loss must be
determined separately for each block held. In general, the amount of cash
received must be allocated ratably among the blocks in the proportion that the
number of Shares in a particular block bears to the total number of Shares held
by such stockholder.
 
     On March 14, 1995, the Committee on Ways and Means of the United States
House of Representatives approved and sent to the full House H. R. 1215, the
Contract with America Tax Relief Act of 1995 (the 'Bill'). The Bill provides,
among other things, for a 50% capital gains deduction for long-term capital
gains of individuals, effective for gains recognized after December 31, 1994. In
addition, the Bill provides for a maximum 25% tax rate on long-term capital
gains of corporations, effective for gains recognized after December 31, 1994.
If the Bill were enacted without change, there would be a substantial reduction
in the tax rate applicable to long-term capital gains recognized by stockholders
pursuant to the Offer or the Merger. There can be no assurance, however, that
the Bill will be enacted as approved by the Committee or, if enacted, that the
effective date of the Bill's capital gains provisions will not be changed.
 
     Withholding.  Unless a stockholder 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 the Merger. See 'THE OFFER--Procedures for
Tendering Shares.' Stockholders should consult their brokers to ensure
compliance with such procedures. Foreign stockholders should consult with their
own tax advisors regarding withholding taxes in general.
 
     STOCKHOLDERS OF THE COMPANY ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO
DETERMINE THE SPECIFIC TAX CONSEQUENCES OF THE OFFER AND THE MERGER, INCLUDING
ANY FOREIGN, STATE, LOCAL, OR OTHER TAX CONSEQUENCES OF THE OFFER AND THE
MERGER.
 
                          FINANCING OF THE TRANSACTION
 
     The Purchaser estimates that the total amount of funds required to purchase
all Shares validly tendered pursuant to the Offer, consummate the Merger and to
pay all related costs and expenses (inclusive of estimated expenses of the
Company other than the cost of refinancing certain indebtedness of the Company,
if any, as described below) will be approximately $1.2 billion. See 'THE
OFFER--Fees and Expenses.'
 
     The Purchaser plans to obtain the necessary funds through capital
contributions or advances made by Parent. Parent plans to obtain the funds for
such capital contributions or advances from its available cash and working
capital, and one or more loan facilities currently existing or to be obtained
from one or more commercial banks or other financial institutions.

     On March 20, 1995, Parent entered into an engagement letter (the
'Commitment') among Parent, Chemical Bank, Citibank, N.A. and Chemical
Securities, Inc., as co-agents (the 'Co-Agents'), and Chemical Bank and Citicorp
Securities, Inc., as co-arrangers (the 'Co-Arrangers'), and Chemical Bank, as
administrative agent, to provide Parent and the Purchaser with a revolving
credit facility (the 'Facility') in the amount of $2.3 billion. Pursuant to the
Commitment, and subject to the terms and conditions thereof, Chemical Bank and
Citibank N.A. have committed, on a several basis, to provide $400 million of the
Facility (each such commitment to be in the amount of $200 million) and Chemical
Securities, Inc. has agreed to arrange, on a best-efforts basis, a syndicate of
lenders to provide the remainder of the Facility. The Commitment is subject to
certain specified conditions, including, among other things, (i) the
preparation, execution and delivery of mutually acceptable Facility
documentation, including credit agreements incorporating substantially the terms
and conditions outlined in the Commitment; (ii) the absence of (A) a material
adverse change in the business, condition (financial or otherwise), operations,
performance or properties of Parent and its subsidiaries taken as a whole, since
December 31, 1994, except as disclosed in Parent's most recent Annual Report on
Form 10-K, and (B) any change in loan syndication, financial or capital market
conditions generally that, in the reasonable judgment of the the Co-Arrangers,
would materially impair syndication of the Facility; (iii) the reasonable
satisfaction of the Co-Arrangers with the structure and terms of the Offer with
respect to such matters as could materially adversely affect the Co-Arrangers,
the Co-Agents, the lenders or the financing contemplated thereby; (iv) the
accuracy of
 
                                       26

all representations made, and all written information furnished, by Parent and
Parent's compliance with the terms of the Commitment; (v) the payment in full of
all fees, expenses and other amounts payable under the Commitment; (vi) a
closing of the Facility on or prior to June 30, 1995 or such later date as may
be mutually agreed; and (vii) the absence of any litigation or other proceedings
that could reasonably be expected to have a material adverse effect upon the
syndication of the Facility or upon the business, condition (financial or
otherwise), operations, performance or properties of Parent and its subsidiaries
taken as a whole. The Commitment terminates on June 30, 1995, or such later date
as the Co-Arrangers may agree in writing, unless the Facility closes on or
before such date.
 
     A portion of the Facility in the aggregate amount of up to $1.1 billion
will mature up to five years from the date of the signing of definitive Facility
documentation (the 'Closing Date'). The interest on the drawings under this
portion of the 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
Parent's credit rating. The remaining portion of the Facility in the aggregate
amount of $1.2 billion shall be in the form of a separately-documented revolving
credit facility terminating on the date 364 days after the Closing Date. The
interest under the remaining portion of the Facility is expected to be .190%
above LIBOR per annum and this portion of the Facility would be subject to a
Facility fee of .190% per annum. Each Facility fee is payable on the entire
amount of the relevant portion of the Facility, whether used or unused. The

foregoing description of the terms and provisions of the Commitment is qualified
in its entirety by reference to the text of the engagement letter, a copy of
which is filed as an exhibit to the Schedule 14D-1 and is incorporated herein by
reference.
 
     The proceeds of the Facility will be made available to finance the Offer
and the Merger, to refinance certain existing debt of the Company and for
general corporate purposes of Parent.
 
     It is anticipated that the indebtedness incurred by Parent under the
Facility will be repaid from funds generated internally by Parent and its
subsidiaries (including, after the Merger, if consummated, dividends paid by the
Company and its subsidiaries), through additional borrowings, through the
issuance of additional debt, through application of proceeds of dispositions or
through a combination of two or more such sources. No final decisions have been
made concerning the method Parent will employ to repay such indebtedness. Such
decisions when made will be based on Parent's review from time to time of the
advisability of particular actions, as well as on prevailing interest rates and
financial and other economic conditions.
 
     The Company's current financing includes, among other things, senior notes
in the aggregate principal amount of $465 million (the 'Notes') and a credit
facility with an outstanding balance of approximately $197 million (the 'Credit
Facility'). Although consummation of the Offer would not violate the terms and
conditions of the Notes and the Credit Facility, consummation of the Merger
without the consent of the lenders will likely constitute a default under the
Notes and the Credit Facility. Upon consummation of the Offer, Parent currently
anticipates that the Company will seek to obtain any required waivers or
consents to the Merger from these lenders or to refinance the indebtedness under
the Notes and the Credit Facility.
 
                              THE MERGER AGREEMENT
 
     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 INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH
IS ATTACHED HERETO AS ANNEX I. CAPITALIZED TERMS NOT OTHERWISE DEFINED IN THE
FOLLOWING SUMMARY SHALL HAVE THE MEANINGS SET FORTH IN THE MERGER AGREEMENT.
 
     The Offer.  The Merger Agreement provides that the Purchaser will commence
the Offer and that, upon the terms and subject to the prior satisfaction or
waiver (except that the Minimum Condition may not be waived) of the conditions
of the Offer, the Purchaser will purchase all Shares validly tendered pursuant
to the Offer. The Merger Agreement provides that, without the written consent of
the Company (such consent to be authorized by the Board of Directors or a duly
authorized committee thereof), the Purchaser will not decrease the Offer Price,
decrease the number of Shares sought in the Offer, waive the Minimum Condition,
or amend any condition of the Offer in a manner adverse to the holders of Shares
except that if on the initial scheduled Expiration Date (as defined herein) (as
it may be extended), all conditions to the Offer shall not have been satisfied
or waived, the Offer may be extended from time to time until June 30, 1995
without the consent of the Company. In addition,
 
                                       27

the Merger Agreement provides that, without the consent of the Company, the
Offer Price may be increased and the Offer may be extended to the extent
required by law in connection with such an increase in the Offer Price.
 
     The Merger.  The Merger Agreement provides that, subject to the terms and
conditions thereof, at the Effective Time, the Purchaser will be merged with and
into the Company and the Company will become an indirect, wholly owned
subsidiary of Parent. As a result of the Merger, the separate corporate
existence of the Purchaser will cease and the Company will continue as the
Surviving Corporation and will continue to be governed by Delaware law. The
Merger will have the effects set forth under Delaware Law and Utah Law.
 
     The respective obligations of Parent and the Purchaser, on the one hand,
and the Company, on the other hand, to effect the Merger are subject to the
satisfaction on or prior to the Closing Date of the following conditions: (i)
the Merger Agreement shall have been approved and adopted by the requisite vote
of the holders of Shares, if required by applicable law and the Company's
Restated Certificate of Incorporation, in order to consummate the Merger; (ii)
no statute, rule, order, decree or regulation shall have been enacted or
promulgated by any foreign or domestic government or any governmental agency or
authority of competent jurisdiction which prohibits the consummation of the
Merger and all foreign or domestic governmental consents, orders and approvals
required for the consummation of the Merger and the transactions contemplated by
the Merger Agreement will have been obtained and will be in effect at the
Effective Time; (iii) there will be no order or injunction of a foreign or
United States Federal or state court or other governmental authority of
competent jurisdiction in effect precluding, restraining, enjoining or
prohibiting consummation of the Merger and there will be no suit, action,
proceeding or investigation by a governmental entity seeking to restrain, enjoin
or prohibit the Merger; and (iv) Parent, the Purchaser or their affiliates will
have purchased the Shares pursuant to the Offer. In addition, the obligation of
Parent to effect the Merger is subject to the ICC having made a determination
that the terms of the Merger are just and reasonable or having issued a
declaratory order that no such determination is required.
 
     The Merger Agreement provides that as of the Effective Time, each issued
and outstanding share of Common Stock (other than Shares that are owned by the
Company as treasury stock and any Shares owned by Parent, the Purchaser or any
other wholly owned subsidiary of Parent) will be converted into the right to
receive the Offer Price, without interest.
 
     Pursuant to the Merger Agreement, the issued and outstanding shares of
common stock, par value $.01 per share, of the Purchaser will be converted into
and become such number of fully paid and non-assessable shares of common stock
of the Surviving Corporation as the Company had outstanding immediately prior to
the Effective Time.
 
     The Company's Board of Directors.  The Merger Agreement provides that,
promptly upon the purchase of and payment for any Shares by the Purchaser or any
other subsidiary of Parent pursuant to the Offer which, together with the
Non-Voting Common Stock represents at least a majority of the outstanding Shares
on a fully diluted basis (assuming conversion of the Non-Voting Common Stock
into Shares), Parent will be entitled to designate such number of directors,

rounded up to the next whole number, to the Board of Directors of the Company as
is equal to the product of the total number of directors on such Board (giving
effect to the existing representatives of Parent serving on the Board of
Directors, including representatives which Parent has the right to designate
pursuant to the 1993 Agreement (as defined above) and the directors designated
by Parent pursuant to this sentence) multiplied by the ratio of the aggregate
number of Shares and shares of Non-Voting Common Stock (if any) beneficially
owned by the Purchaser, Parent and any of their affiliates to the total number
of Shares and shares of Non-Voting Common Stock (if any) then outstanding.
Promptly after consummation of the Offer, the Company will, upon request of the
Purchaser, use its best efforts promptly either to increase the size of the
Board of Directors or, at the Company's election, secure the resignations of
such number of its incumbent directors as is necessary to enable Parent's
designees to be so elected or appointed to the Company's Board, and will cause
Parent's designees to be so elected or appointed. The Merger Agreement also
provides that the Company will cause persons designated by Parent to constitute
the same percentage (rounded up to the next whole number) as is on the Company's
Board of Directors of (i) each committee of the Company's Board of Directors,
(ii) each board of directors (or similar body) of each subsidiary of the Company
and (iii) each committee (or similar body) of each such board, in each case only
to the extent permitted by applicable law or the rules of any stock exchange on
which the Shares are listed. Notwithstanding the foregoing, until the Effective
Time, the Company and Parent will use all reasonable efforts to retain as
members of the Board of Directors at
 
                                       28

least three (3) directors who were directors of the Company on the date of the
Merger Agreement and were not representatives of Parent (or certain
replacements) (the 'Company Directors'); provided, that subsequent to the
purchase of and payment for Shares pursuant to the Offer, Parent will always
have its designees represent at least a majority of the entire Board of
Directors. The concurrence of a majority of the Company Directors will be
required for any amendment or termination of the Merger Agreement by the
Company, any waiver of any of the Company's rights thereunder, any extension of
the time for performance of Parent's or the Purchaser's obligations or other
acts thereunder, or any other action taken by the Company's Board of Directors
in connection with the Merger Agreement (including actions to enforce the Merger
Agreement). If there are no such directors notwithstanding the reasonable best
efforts of the other directors to appoint Company Directors, such actions may be
effected by majority vote of the entire Board of Directors of the Company. The
Company's obligation to appoint the Purchaser's designees to the Board of
Directors is subject to Section 14(f) of the Exchange Act and Rule 14f-1
promulgated thereunder.
 
     Stockholders' Meeting.  Pursuant to the Merger Agreement, the Company will,
if required by applicable law in order to consummate the Merger, duly call, give
notice of, convene and hold a special meeting of its stockholders (the 'Special
Meeting') as soon as practicable following the acceptance for payment and
purchase of Shares by the Purchaser pursuant to the Offer for the purpose of
considering and taking action upon the Merger Agreement. The Merger Agreement
provides that the Company will, if required by applicable law in order to
consummate the Merger, prepare and file with the SEC a preliminary proxy or
information statement relating to the Merger and the Merger Agreement and use

its best efforts (i) to obtain and furnish the information required to be
included by the SEC in the Proxy Statement (as defined below) and, after
consultation with Parent, to respond promptly to any comments made by the SEC
with respect to the preliminary proxy or information statement and cause a
definitive proxy or information statement (the 'Proxy Statement') to be mailed
to its stockholders and (ii) to obtain the necessary approvals of the Merger and
the Merger Agreement by its stockholders. The Company has agreed, subject to the
fiduciary obligations of the Board under applicable law as advised by
independent counsel, to include in the Proxy Statement the recommendation of the
Board that stockholders of the Company vote in favor of the approval of the
Merger and the adoption of the Merger Agreement. Following the consummation of
the Offer and receipt of the ICC Final Approval, Parent will convert or cause to
be converted all of its Non-Voting Common Stock into Shares and will vote, or
cause to be voted, all of the Shares then owned by it, the Purchaser or any of
its other subsidiaries and affiliates in favor of the approval of the Merger and
the adoption of the Merger Agreement.
 
     The Merger Agreement provides that in the event that Parent, the Purchaser
or any other permitted assignee of the Purchaser acquires at least 90% of the
outstanding Shares, pursuant to the Offer, the Option Agreement, the conversion
of Non-Voting Common Stock into Shares or, subsequent to the consummation of the
Offer, by any other means, Parent, the Purchaser and the Company agree, at the
request of Parent and subject to the terms of the Merger Agreement, to take all
necessary and appropriate action to cause the Merger to become effective as soon
as practicable after such acquisition, without a meeting of stockholders of the
Company, in accordance with Utah Law and Delaware Law. In connection therewith,
Parent and the Company entered into the Option Agreement, pursuant to which,
subject to Parent having previously acquired at least 85% of the outstanding
Shares (assuming conversion of the Non-Voting Common Stock into Shares) and
other conditions set forth therein, the Purchaser will have the right to
purchase from the Company at the per Share price paid in the Offer a sufficient
number of Shares such that such Shares purchased pursuant to the Option
Agreement, together with all Shares owned by Parent or the Purchaser, would
represent at least 90.01% of the outstanding Shares and permit the Merger to be
effected in accordance with Utah Law and Delaware Law. Parent has agreed to
effect the Merger without a meeting of stockholders of the Company promptly
following the exercise of the option under the Option Agreement.
 
     Interim Operations.  In the Merger Agreement, the Company has agreed that,
except as expressly provided in the Merger Agreement or consented to in writing
by Parent, prior to the time the directors of the Purchaser have been elected
to, and shall constitute a majority of, the Board of Directors of the Company:
(i) the business of the Company and its subsidiaries will be conducted only in
the ordinary and usual course consistent with past practice and, to the extent
consistent therewith, each of the Company 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) the Company will not, directly or indirectly, split,
combine or reclassify the outstanding Shares, Non-Voting Common Stock or any
outstanding capital stock of any
 
                                       29

of the subsidiaries of the Company; (iii) neither the Company nor any of its

subsidiaries will (a) amend its articles of incorporation or by-laws or similar
organizational documents; (b) except as set forth in the disclosure schedule to
the Merger Agreement (the 'Disclosure Schedule'), 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 a wholly-owned subsidiary in
the ordinary course of business consistent with past practice); (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
the Company or its subsidiaries, other than issuances pursuant to the exercise
of Options (as defined in the Merger Agreement) outstanding on the date of the
Merger Agreement or pursuant to the conversion of the Non-Voting Common Stock
into Shares; (d) transfer, lease, license, sell, mortgage, pledge, dispose of,
or encumber any material assets other than in the ordinary and usual course of
business and consistent with past practice, or incur or modify any material
indebtedness; (e) except as set forth in the Disclosure Schedule, redeem,
purchase or otherwise acquire directly or indirectly any of its capital stock;
(f) except as set forth in the Disclosure Schedule, promote any employee or
grant any increase in the compensation payable or to become payable by the
Company or any of its subsidiaries to any employee, except for certain
compensation increases (1) required by collective bargaining agreements or (2)
constituting annual raises for non-executive officers not to exceed 4%, or 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; (g) 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; (h) modify,
amend or terminate any of its material 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 and consistent with past practice; (i)
permit any material insurance policy naming the Company or any of its
subsidiaries, as a beneficiary or a loss payable payee to be cancelled or
terminated without notice to Parent, except in the ordinary course of business
and consistent with past practice; (j) incur or assume any long-term debt in
excess of $1,000,000 in the aggregate, or, except in the ordinary course of
business, incur or assume any short-term indebtedness in amounts not consistent
with past practice; (k) 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 and consistent with
past practice; (l) 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 loans or advances to employees in accordance with past
practice); (m) except as disclosed in the Disclosure Schedule, enter into any
material commitment or transaction (including, but not limited to, any
borrowing, capital expenditure or purchase, sale or lease of assets) other than
capital expenditures pursuant to the Company's capital expenditures budget that
aggregate since December 31, 1994 not more than $75,000,000; (n) change any of
the accounting principles used by it unless required by GAAP; (o) 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) in the ordinary

course of business and consistent with past practice, of claims, liabilities or
obligations reflected or reserved against in, or contemplated by, the
consolidated financial statements (or the notes thereto) of the Company and its
consolidated subsidiaries, (2) incurred in the ordinary course of business and
consistent with past practice, or (3) which are legally required to be paid,
discharged or satisfied (provided that if such claims, liabilities or
obligations referred to in this clause (3) are legally required to be paid and
are also not otherwise payable in accordance with clauses (1) or (2) above, the
Company will notify Parent in writing if such claims, liabilities or obligations
exceed, individually or in the aggregate, $10,000,000 in value, reasonably in
advance of their payment); (p) adopt a plan of complete or partial liquidation,
dissolution, merger, consolidation, restructuring, recapitalization or other
reorganization of the Company or any of its subsidiaries or any agreement
relating to a Takeover Proposal (as defined below) (other than the Merger); or
(q) 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, the Company has agreed that
neither the Company nor any of its subsidiaries or affiliates will, and the
Company (and its subsidiaries and affiliates) will use their best efforts to
ensure that their respective officers, directors, employees, investment bankers,
attorneys, accountants and other
 
                                       30

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 of the Company or any
subsidiary or affiliate or an inquiry with respect thereto. The Company also
agreed that it will, and will cause its subsidiaries and affiliates to,
immediately cease and cause to be terminated all existing discussions and
negotiations, if any, with any parties conducted prior to the date of the Merger
Agreement with respect to any Takeover Proposal relating to the Company. The
Merger Agreement provides that the Company may engage in discussions and
negotiations with, or provide any information or data to, a third party
concerning an unsolicited Takeover Proposal for the Company or any subsidiary or
affiliate if the Board of Directors of the Company determines, based on the
opinion of outside legal counsel, that the failure to engage in such
negotiations or discussions or provide such information would likely result in a
breach of the fiduciary duties of the Board of Directors under applicable law.
The Company has agreed to notify Parent and the Purchaser of any such offers or
proposals (including Takeover Proposals) within 24 hours of the receipt thereof,
unless the Board determines, based on the opinion of outside legal counsel to
the Company, that giving such notice would result in a breach of the Board of
Directors' fiduciary duties under applicable law. The Merger Agreement provides
that the Company or the Board of Directors may make certain disclosures and
communications that the Company determines, pursuant to an opinion of legal
counsel, the Board of Directors would likely be required by its fiduciary duties
or otherwise to make under applicable law. As used in the Merger Agreement,
'Takeover Proposal' when used in connection with any person means any tender or
exchange offer involving 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; provided, however, that, as used in the Merger Agreement, the term
'Takeover Proposal' shall not apply to any transaction of the type described
above involving Parent, the Purchaser or their affiliates.
 
     Directors' and Officers' Insurance and Indemnification.  In the Merger
Agreement, Parent has agreed that at all times after consummation of the Offer,
it will indemnify, or will cause the Company (or the Surviving Corporation if
after the Effective Time) and its subsidiaries to indemnify, each person who is
now, or has been at any time prior to the date of the Merger Agreement, 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 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. Parent will, and will cause the Company (or
the Surviving Corporation if after the Effective Time) to, maintain in effect
for not less than six years after consummation of the Offer the current policies
of directors' and officers' liability insurance maintained by the Company and
its subsidiaries on the date of the Merger Agreement (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 will
exceed 300% of the per annum rate of premium currently paid by the Company and
its subsidiaries for such insurance on the date of the Merger Agreement, then
Parent will cause the Company (or the Surviving Corporation if after the
Effective Time) to, and the Company (or the Surviving Corporation if after the
Effective Time) will, provide the maximum coverage that is then available at an
annual premium equal to 300% of such rate, and Parent, 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
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 by the
Merger Agreement, existing or occurring at or prior to the Effective Time, then
to the extent permitted by law Parent will, or will cause the Company (or the
Surviving Corporation if after the Effective Time) to, periodically advance to
such Indemnified
 
                                       31

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.
 
     Conversion of Non-Voting Common Stock.  Pursuant to the Merger Agreement,
the Company has agreed to (i) acquiesce in the Labor Condition and the Soo
Condition contained in the ICC's decision in Finance Docket No. 32133 served on
March 7, 1995, subject to the consummation of the Offer and (ii) cooperate with
Parent, and join in any filings or submissions to the ICC, in connection with
obtaining the ICC Final Approval, provided that prior to consummation of the
Offer, neither the Company nor Parent waive any rights under the Stockholders
Agreement with respect to conditions contained in the Final ICC Approval. Under
the Stockholders Agreement, the Company is obligated to acquiesce in the Labor
Condition and the Soo Condition on the terms described in clause (y) of the
following sentence. The Merger Agreement also provides that on or after April 6,
1995 (provided no stays have been entered by any court or by the ICC prior to
such time) or on such later date that the parties receive the ICC Final
Approval, and if either (x) the Offer has been consummated or (y) the cost of
compliance with the Soo Condition contained in the ICC Final Approval can
reasonably be determined and Parent shall have fully and adequately indemnified
the Company and its affiliates with respect to the cost of compliance with the
Soo Condition and the cost of improper assertions of rights to labor protection
under the Labor Condition (and subject to the Company's right to determine with
Parent the allocation between Parent and the Company of costs of compliance with
the Labor Condition), the Company will convert Purchaser's shares of Non-Voting
Common Stock into Shares and appoint two designees of Parent to the Board of
Directors.
 
     ICC Determination.  Pursuant to the Merger Agreement, the Company has
agreed to support, and if requested by Parent, to join in, the application of
Parent to the ICC requesting a determination that the terms of the Merger are
just and reasonable or, alternatively, a declaratory order of the ICC that no
such determination is required, and the Company has agreed to take such further
action as is necessary or desirable to obtain such determination or order. See
'DISSENTERS' RIGHTS.'
 
     Compensation and Benefits.  Pursuant to the Merger Agreement, Parent has
agreed to cause the Surviving Corporation and its subsidiaries to honor and
assume the Change of Control Employment Agreements listed in the Disclosure
Schedule (the 'Change of Control Employment Agreements'). If Parent notifies the
Company prior to the Effective Time that Parent wishes to substitute alternate
contractual arrangements (to become effective as of the Effective Time) with one
or more of the employees who currently have Change of Control Employment
Agreements, the Company has agreed to use its best efforts to facilitate
Parent's negotiations with any such employee and to cooperate in making any such
contractual changes which are agreed upon by Parent and such employee. Each
individual employee who (i) receives a lump sum payment in cash of all benefits
under Section 5(a) of a Change of Control Employment Agreement, (ii) agrees to
amend certain agreements with the Company and Parent to terminate such
agreements as of the Effective Time, and to waive all rights thereunder, and
(iii) waives any claims against the Company, except for certain routine benefit
claims and certain indemnification claims under the Merger Agreement, will also
receive a Separate Payment from the Company representing his or her individual
share of $15 million on a pro rata basis in the proportion that his or her
individual 1995 annualized compensation bears to the total 1995 annualized

compensation of all of the 27 executives who have Change of Control Employment
Agreements, subject to certain tax adjustments.
 
     Under the Merger Agreement, no employee of the Company who is not an
executive officer of the Company and whose compensation or benefits are not the
subject of a collective bargaining agreement, and who has not entered into a
Change of Control Employment Agreement with the Company will be terminated
within 18 months of the Effective Date for the sole purpose of a reduction in
the workforce without being permitted to participate in a two-part cash
severance program (voluntary and involuntary) consistent with, and no less
generous than, that offered by Parent to certain of its employees in December
1994, under the Union Pacific Railroad Company Marketing and Sales Department
1994 Voluntary Force Reduction Program.
 
     Pursuant to the Merger Agreement, Parent, the Purchaser, and the Company
agreed that (i) each employee of the Company who is eligible to participate in
one or more of the Retirement Plans (as defined in the Merger Agreement) will,
until December 31, 1995, continue to be eligible to participate in each
Retirement Plan in which he was eligible to participate as of the date of the
Merger Agreement, subject to the terms and conditions of the applicable
Retirement Plan as in effect from time to time, and under the Savings Program
(as defined in the
 
                                       32

Merger Agreement), the 1995 Company contribution will be based upon the 1995
first quarter contribution base multiplied by 4, (ii) each of the Retirement
Plans will be amended to provide that no benefits will accrue thereunder after
December 31, 1995, (iii) effective January 1, 1996, each employee of the Company
who was an active participant in the Company's Pension Plan as of December 31,
1995 will become a participant in the Pension Plan for Salaried Employees of
Union Pacific Corporation and Affiliates (the 'UPPP') and will be credited
thereunder (A) with compensation paid by the Company before January 1, 1996, as
determined in accordance with the terms of the Pension Plan as in effect on the
date of the Merger Agreement, (B) for eligibility, vesting, retirement
eligibility, and benefit accrual purposes, with the service with which he was
credited for such purposes under the Pension Plan as of December 31, 1995, and
(C) with compensation and service from and after January 1, 1996, in accordance
with the applicable provisions of the UPPP; provided that the benefits to which
each such employee shall be entitled under the UPPP shall be reduced by certain
amounts as provided in the Pension Plan and the actuarial equivalent of certain
benefits provided under certain other Retirement Plans, (iv) effective January
1, 1996, each employee of the Company who was an active participant in the
Savings Program (as defined in the Merger Agreement) as of December 31, 1995
will be eligible to participate in the Union Pacific Corporation Thrift Plan
(the 'Thrift Plan') and will receive credit, for eligibility and vesting
purposes, with the service he was credited with under the Savings Program as of
December 31, 1995, and for service from and after January 1, 1996, and (v) from
and after January 1, 1996, each employee of the Company on that date who was an
active participant in the Executive Retirement Plan, the Excess Benefit Plan, or
both, as of December 31, 1995 will be entitled to participate in any excess
benefit or other unfunded deferred compensation plan that supplements the UPPP
or the Thrift Plan and in which similarly situated employees of Parent are then
entitled to participate.

     Pursuant to the Merger Agreement, each of the Company's employee benefit
plans will be amended to provide that if an employee of the Company as of the
date of the Merger Agreement, whose compensation or benefits at such date are
not the subject of a collective bargaining agreement (a 'Nonagreement
Employee'), is transferred to employment with Parent or the Purchaser after such
date and before January 1, 1996, the Nonagreement Employee will be permitted to
participate in such plan pursuant to the terms of such plan and will not be
prohibited from such participation solely by reason of such transfer, provided
that the Nonagreement Employee is otherwise eligible to participate in the plan
in accordance with the terms and conditions thereof. In addition, except to the
extent otherwise provided in the Merger Agreement, from and after January 1,
1996, each Nonagreement Employee of the Company at the Effective Time who is a
Nonagreement Employee of Parent, the Purchaser, or the Company on January 1,
1996 will be entitled to participate in, and to receive benefits under, the
employee benefit plans of the Company, Parent, and the Purchaser, in accordance
with terms and conditions that are comparable to the terms and conditions that
apply to similarly situated employees of the Purchaser or Parent. Except with
respect to the Retirement Plans, each employee of the Company whose compensation
or benefits are not subject to a collective bargaining agreement will at all
times on and after January 1, 1996 be given full credit for all past service
under all employee benefit plans of Parent, the Purchaser and all affiliates to
the extent to which credit is given for such service under the Company's similar
benefit plans, subject to reduction for any benefits to which such employee is
entitled from the Company under its similar benefit plans.
 
     Pursuant to the Merger Agreement, the Company will, after the Closing (as
defined in the Merger Agreement), pay bonuses under its Bonus Plan in an amount
determined by projecting to December 31, 1995 the Company's performance through
the date of Closing and prorating the resulting bonus amounts to the date of
Closing.
 
     Pursuant to the Merger Agreement, with respect to options granted under its
equity incentive plans (the 'Plans'), its Rollover Option Agreements or
otherwise (collectively the 'Options') the Company has agreed to (i) terminate
the Plans immediately prior to the Effective Time; (ii) grant no additional
Options after the date of the Merger Agreement; (iii) use its best efforts to
obtain the consent of Option holders to cancel the Options (whether or not
exercisable) the Company does not have the right to cancel; and (iv) cancel
those Options (whether or not exercisable) it has the right to cancel. The prior
sentence will not apply to Options (i) with respect to which the holder agrees
to exercise limited stock appreciation rights ('LSARs') prior to the Effective
Time and (ii) Options held by employees of the Company that Parent has agreed to
employ, and who agree that their Options will be exchanged for options of Parent
Common Stock (the 'Parent Options') of similar value. The Company will pay to
each holder of an Option to purchase Shares (other than those cancelled pursuant
to LSAR
 
                                       33

exercises or in exchange for Parent Option grants) that is cancelled at the
Effective Time (whether or not then presently exercisable, and whether or not
the Company had the right to cancel the Option, provided that the holder of the
Option has consented, if such consent is required) in consideration of the

cancellation thereof, an amount in cash equal to the product of (i) the excess,
if any, of the Offer Price over the exercise price per Share of each such Option
and (ii) the number of Shares covered by such Option.
 
     Representations and Warranties.  In the Merger Agreement, the Company has
made customary representations and warranties to Parent and the Purchaser with
respect to, among other things, its organization, authorization, capitalization,
financial statements, public filings, employee benefit plans, compliance with
laws, litigation, tax matters, environmental matters, consents and approvals,
the opinion of the Company's financial advisor, and the absence of certain
events, except as disclosed or provided for in the Disclosure Schedule, the
Company's Form 10-K or its Annual Report to Stockholders for the fiscal year
ended December 31, 1994 (including financial statements, exhibits and schedules
included or expressly incorporated by reference therein on or prior to the date
of the Merger Agreement) as filed with the SEC or delivered to Parent in draft
form prior to the date of the Merger Agreement, in certain cases having, or
which would be reasonably likely to have, individually or in the aggregate, a
material adverse effect on the Company and its subsidiaries, taken as a whole.
 
     Termination; Fees.  The Merger Agreement may be terminated at any time
prior to the Effective Time, whether before or after approval by the
stockholders of the Company, (a) by mutual consent of the Board of Directors of
Parent and the Company, (b) by either the Board of Directors of Parent or the
Board of Directors of the Company (i) if Shares have not been purchased pursuant
to the Offer on or prior to June 30, 1995, provided that such right to terminate
will not be available to any party whose failure to fulfill any material
obligation under the Merger Agreement was the cause of, or resulted in, the
failure of Parent or the Purchaser, as the case may be, to purchase the Shares
pursuant to the Offer on or before such date; or (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 will use their reasonable
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, (c) by the Board of Directors of the Company (i) if, prior to
the purchase of Shares pursuant to the Offer, the Board of Directors of the
Company shall have withdrawn (or modified or changed in a manner adverse to
Parent or the Purchaser) its approval or recommendation of the Offer, the Merger
Agreement or the Merger in order to approve and permit the Company to execute a
definitive agreement relating to a Takeover Proposal, and determined, based on
an opinion of outside legal counsel to the Company, that the failure to take
such action would likely result in a breach of its fiduciary duties under
applicable law; or (ii) if, prior to the purchase of Shares pursuant to the
Offer, Parent or the Purchaser 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 breaches its representations and warranties in any
material respect; (iii) if Parent or the Purchaser shall have terminated the
Offer, or the Offer shall have expired, without Parent or the Purchaser, as the
case may be, purchasing any Shares pursuant thereto; provided, that the Company
may not terminate the Merger Agreement pursuant to this clause (iii) if the
Company is in material breach of the Merger Agreement; (d) by the Board of
Directors of Parent (i) if (A) prior to the purchase of Shares pursuant to the
Offer, the Board of Directors of the Company shall have withdrawn or modified or
changed (including by amendment of the Schedule 14D-9) in a manner adverse to

Parent or the Purchaser its approval or recommendation of the Offer, the Merger
Agreement or the Merger, or shall have recommended a Takeover Proposal, or shall
have executed 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, the Purchaser or their affiliates (or the
Board of Directors of the Company resolves to do any of the foregoing), or (B)
it shall have been publicly disclosed or Parent or the Purchaser shall have
learned that 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
affiliates 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 30% 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 an option, right or warrant,
conditional or otherwise, to acquire beneficial ownership of more than 30% of
any class or series of capital stock of the Company (including the Shares), or
(ii) if Parent or the Purchaser, as the case may be, shall have terminated the
Offer, or the Offer shall have expired without Parent or the Purchaser, as the
case may be, purchasing any Shares thereunder, provided that Parent may not
terminate the Merger
 
                                       34

Agreement pursuant to this clause (ii) if it or the Purchaser has failed to
purchase Shares in the Offer in violation of the material terms thereof.
 
     In accordance with the Merger Agreement, if (1) the Board of Directors of
the Company terminates the Merger Agreement pursuant to clause (c)(i) of the
immediately preceding paragraph, (2) the Board of Directors of Parent terminates
the Merger Agreement pursuant to clause (d)(i) of the immediately preceding
paragraph, or (3) the Board of Directors of the Company terminates the Merger
Agreement pursuant to clause (c)(iii) or the Board of Directors of Parent shall
terminate the Merger Agreement pursuant to clause (d)(ii) and within one (1)
year of any such termination under this clause (3), a Person acquires or
beneficially owns a majority of the then outstanding Shares or shall have
obtained representation on the Company's Board of Directors or shall enter into
a definitive agreement with the Company with respect to a Takeover Proposal or
similar business combination, then in any such case as described in clause (1),
(2) or (3) (each such case of termination being referred to as a 'Trigger
Event'), the Company will promptly assume and pay, or reimburse Parent for, all
reasonable fees and expenses incurred, or to be incurred, by Parent, the
Purchaser and their affiliates, in connection with the Offer, the Merger and the
consummation of the transactions contemplated by the Merger Agreement in an
amount not to exceed $3 million in the aggregate.
 
                               DISSENTERS' RIGHTS
 
     In accordance with the United States Supreme Court decision, Schwabacher v.
United States, 334 U.S. 192 (1948), stockholders of the Company will not have
any dissenters' rights under state law, unless (a) Parent and the Company, at
Parent's sole discretion, elect to seek, and obtain, a declaratory order that
the class exemption for mergers within a corporate family is available for the
Merger or (b) the ICC (or any successor agency) or a court of competent
jurisdiction determines that state-law dissenters' rights are available to

holders of Shares. Parent does not expect to seek the declaratory order
described in the preceding sentence, and considers it unlikely that the ICC or a
court will determine that state-law dissenters' rights are available to holders
of Shares. Parent and the Company intend to seek a determination of the ICC that
the terms of the Merger are just and reasonable prior to consummating the
Merger. It is Parent's and the Company's understanding that upon the issuance of
such a determination, state-law dissenters' rights will be pre-empted.
Stockholders of the Company will have an opportunity to participate in this ICC
proceeding.
     Parent and the Company expect to ask the ICC to consider the matter using a
procedure under which submissions are made in writing and the ICC renders a
decision without an oral hearing. Parent and the Company expect to request that
the ICC adopt a schedule under which a notice of the proceeding will promptly be
published in the Federal Register and a decision will be rendered within
approximately six weeks of the filing of the petition. However, there can be no
assurance that the proceeding will be completed within this period of time
because of, among other reasons, a delay in publishing the Federal Register
notice, the ICC's adoption of a different schedule, the pursuit of discovery by
stockholders who become parties to the proceeding, the ICC's decision to hold an
oral hearing, or the ICC's need for additional time to consider the matter and
issue a decision. Parent's present intention is not to proceed with the Merger
until the ICC issues a determination that the terms of the Merger are just and
reasonable. If the ICC determines that the terms of the Merger are not just and
reasonable, Parent and the Company would have to consider revising the terms of
the Merger.
 
     If dissenters' rights are available to holders of Shares, such rights will
be provided in accordance with Delaware Law, as discussed below.
 
     In the event that dissenters' rights are available as provided above,
Section 262 of Delaware Law provides that any holder of Shares at the Effective
Time (a 'Remaining Stockholder') who does not wish to accept the Offer Price
pursuant to the Merger has the right to seek an appraisal and be paid the 'fair
value' of its Shares at the Effective Time (exclusive of any element of value
arising from the accomplishment or expectation of the Merger) judicially
determined and paid to them in cash provided that such holder complies with the
provisions of Section 262 of Delaware Law.
 
                                       35

     The following is a brief summary of the statutory procedures to be followed
by a Remaining Stockholder in order to dissent from the Merger and perfect
appraisal rights, if available, under Delaware Law. THIS SUMMARY IS NOT INTENDED
TO BE COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SECTION 262 OF
DELAWARE LAW, THE TEXT OF WHICH IS SET FORTH IN ANNEX II HERETO. ANY REMAINING
STOCKHOLDER CONSIDERING DEMANDING APPRAISAL IS ADVISED TO CONSULT LEGAL COUNSEL.
APPRAISAL RIGHTS WILL NOT BE AVAILABLE, IF AT ALL, UNLESS AND UNTIL THE MERGER
(OR A SIMILAR BUSINESS COMBINATION) IS CONSUMMATED.
 
     Remaining Stockholders of record who desire to exercise their appraisal
rights must fully satisfy all of the following conditions. A written demand for
appraisal of Shares must be delivered to the Secretary of the Company (x) before

the taking of the vote on the approval and adoption of the Merger Agreement if
the Merger is not being effected as a 'short-form' merger, but rather is being
consummated following approval thereof at a meeting of the Company's
stockholders (a 'long-form merger') or (y) within 20 days after the date that
the Surviving Corporation mails to the Remaining Stockholders a notice (the
'Notice of Merger') to the effect that the Merger is effective and that
appraisal rights may be available to the extent that Schwabacher v. United
States is not applicable to the Merger (and includes in such notice a copy of
Section 262 of Delaware Law and any other information required thereby) if the
Merger is being effected as a 'short-form' merger without a vote or meeting of
the Company's stockholders. If the Merger is effected as a 'long-form' merger,
this written demand for appraisal of Shares must be in addition to and separate
from any proxy or vote abstaining from voting against the approval and adoption
of the Merger Agreement, and neither voting against, abstaining from voting, nor
failing to vote on the Merger Agreement will constitute a demand for appraisal
within the meaning of Section 262 of Delaware Law. In the case of a 'long-form'
merger, any stockholder seeking appraisal rights must hold the Shares for which
appraisal is sought on the date of the making of the demand, continuously hold
such Shares through the Effective Time, and otherwise comply with the provisions
of Section 262 of Delaware Law.
 
     In the case of both a 'short-form' and a 'long-form' merger, a demand for
appraisal must be executed by or for the stockholder of record, fully and
correctly, as such stockholder's name appears on the stock certificates
representing Shares. If Shares are owned of record in a fiduciary capacity, such
as by a trustee, guardian or custodian, such demand must be executed by the
fiduciary. If Shares are owned of record by more than one person, as in a joint
tenancy or tenancy in common, such demand must be executed by all joint owners.
An authorized agent, including an agent for two or more joint owners, may
execute the demand for appraisal for a stockholder of record; however, the agent
must identify the record owner and expressly disclose the fact that, in
exercising the demand, he is acting as agent for the record owner.
 
     A record owner, such as a broker, who holds Shares as a nominee for others,
may exercise appraisal rights with respect to the Shares held for all or less
than all beneficial owners of Shares as to which the holder is the record owner.
In such case the written demand must set forth the number of Shares covered by
such demand. Where the number of Shares is not expressly stated, the demand will
be presumed to cover all Shares outstanding in the name of such record owner.
Beneficial owners who are not record owners and who intend to exercise appraisal
rights should instruct the record owner to comply strictly with the statutory
requirements with respect to the exercise of appraisal rights before the date of
any meeting of stockholders of the Company called to approve the Merger in the
case of a 'long-form' merger and within 20 days following the mailing of the
Notice of Merger in the case of a 'short-form' merger.
 
     Remaining Stockholders who elect to exercise appraisal rights must mail or
deliver their written demands to: Chicago and North Western Transportation
Company, 165 North Canal Street, Chicago, Illinois 60606-1551, Attention: Office
of the Secretary. The written demand for appraisal should specify the
stockholder's name and mailing address, the number of Shares covered by the
demand and that the stockholder is thereby demanding appraisal of such Shares.
In the case of a 'long-form' merger, the Company must, within ten days after the
Effective Time, provide notice of the Effective Time to all stockholders who

have complied with Section 262 of Delaware Law and have not voted for approval
and adoption of the Merger Agreement.
 
     In the case of a 'long-form' merger, Remaining Stockholders electing to
exercise their appraisal rights under Section 262 must not vote for the approval
and adoption of the Merger Agreement or consent thereto in writing. Voting in
favor of the approval and adoption of the Merger Agreement, or delivering a
proxy in connection with the stockholders meeting called to approve the Merger
Agreement (unless the proxy votes against, or expressly abstains from the vote
on, the approval and adoption of the Merger Agreement), will
 
                                       36

constitute a waiver of the stockholder's right of appraisal and will nullify any
written demand for appraisal submitted by the stockholder.
 
     Regardless of whether the Merger is effected as a 'long-form' merger or a
'short-form' merger, within 120 days after the Effective Time, either the
Company or any stockholder who has complied with the required conditions of
Section 262 and who is otherwise entitled to appraisal rights may file a
petition in the Delaware Court of Chancery demanding a determination of the fair
value of the Shares of the dissenting stockholders. If a petition for an
appraisal is timely filed, after a hearing on such petition, the Delaware Court
of Chancery will determine which stockholders are entitled to appraisal rights
and thereafter will appraise the Shares owned by such stockholders, determining
the fair value of such Shares, exclusive of any element of value arising from
the accomplishment or expectation of the Merger, together with a fair rate of
interest to be paid, if any, upon the amount determined to be the fair value. In
determining fair value, the Delaware Court of Chancery is to take into account
all relevant factors. In Weinberger v. UOP, Inc., et al., the Delaware Supreme
Court discussed the factors that could be considered in determining fair value
in an appraisal proceeding, stating that 'proof of value by any techniques or
methods which are generally considered acceptable in the financial community and
otherwise admissible in court' should be considered and that '[f]air price
obviously requires consideration of all relevant factors involving the value of
a company.' The Delaware Supreme Court stated that in making this determination
of fair value the court must consider 'market value, asset value, dividends,
earnings prospects, the nature of the enterprise and any other facts which were
known or which could be ascertained as of the date of merger which throw any
light on future prospects of the merged corporation . . .' The Delaware Supreme
Court has construed Section 262 of Delaware Law to mean that 'elements of future
value, including the nature of the enterprise, which are known or susceptible of
proof as of the date of the merger and not the product of speculation, may be
considered.' However, the court noted that Section 262 provides that fair value
is to be determined 'exclusive of any element of value arising from the
accomplishment or expectation of the merger.'
 
     Remaining Stockholders who in the future consider seeking appraisal should
have in mind that the fair value of their Shares determined under Section 262 of
Delaware Law could be more than, the same as, or less than the Offer Price if
they do seek appraisal of their Shares, and that opinions of investment banking
firms as to fairness from a financial point of view are not necessarily opinions
as to fair value under Section 262 of Delaware Law. Moreover, Parent intends to
cause the Surviving Corporation to argue in any appraisal proceeding that, for

purposes thereof, the 'fair value' of the Shares is less than that paid in the
Offer. The cost of the appraisal proceeding may be determined by the Delaware
Court of Chancery and taxed upon the parties as the Delaware Court of Chancery
deems equitable in the circumstances. Upon application of a dissenting
stockholder, the Delaware Court of Chancery may order that all or a portion of
the expenses incurred by any dissenting stockholder in connection with the
appraisal proceeding, including, without limitation, reasonable attorneys' fees
and the fees and expenses of experts, be charged pro rata against the value of
all Shares entitled to appraisal. In the absence of such a determination or
assessment, each party bears its own expenses.
 
     Any Remaining Stockholder who has duly demanded appraisal in compliance
with Section 262 of Delaware Law will not, after the Effective Time, be entitled
to vote for any purpose the Shares subject to such demand or to receive payment
of dividends or other distributions on such Shares, except for dividends or
other distributions payable to stockholders of record at a date prior to the
Effective Time.
 
     At any time within 60 days after the Effective Time, any former holder of
Shares shall have the right to withdraw his or her demand for appraisal and to
accept the Offer Price. After this period, such holder may withdraw his or her
demand for appraisal only with the consent of the Company as the Surviving
Corporation. If no petition for appraisal is filed with the Delaware Court of
Chancery within 120 days after the Effective Time, stockholders' rights to
appraisal shall cease and all stockholders shall be entitled to receive the
Offer Price. Inasmuch as the Company has no obligation to file such a petition,
and Parent has no present intention to cause or permit the Surviving Corporation
to do so, any stockholder who desires such a petition to be filed is advised to
file it on a timely basis. However, no petition timely filed in the Delaware
Court of Chancery demanding appraisal shall be dismissed as to any stockholder
without the approval of the Delaware Court of Chancery, and such approval may be
conditioned upon such terms as the Delaware Court of Chancery deems just.
 
     Failure to take any required step in connection with the exercise of
appraisal rights may result in the termination or waiver of such rights.
 
                                       37

     PARENT AND THE COMPANY INTEND TO SEEK A DETERMINATION OF THE ICC THAT THE
TERMS OF THE MERGER ARE JUST AND REASONABLE. IF SUCH DETERMINATION IS OBTAINED,
IT IS THE UNDERSTANDING OF PARENT AND THE COMPANY THAT STOCKHOLDERS OF THE
COMPANY WILL NOT HAVE ANY APPRAISAL RIGHTS IN CONNECTION WITH THE MERGER.
 
     APPRAISAL RIGHTS CANNOT BE EXERCISED AT THIS TIME. THE INFORMATION SET
FORTH ABOVE IS FOR INFORMATIONAL PURPOSES ONLY WITH RESPECT TO ALTERNATIVES
AVAILABLE TO STOCKHOLDERS IF APPRAISAL RIGHTS BECOME AVAILABLE AND THE MERGER
(OR ANY SIMILAR BUSINESS COMBINATION) IS CONSUMMATED. STOCKHOLDERS WHO WILL BE
ENTITLED TO APPRAISAL RIGHTS, IF ANY, IN CONNECTION WITH THE MERGER (OR SIMILAR
BUSINESS COMBINATION) WILL RECEIVE ADDITIONAL INFORMATION CONCERNING APPRAISAL
RIGHTS AND THE PROCEDURES TO BE FOLLOWED IN CONNECTION THEREWITH BEFORE SUCH
STOCKHOLDERS HAVE TO TAKE ANY ACTION RELATING THERETO.

     STOCKHOLDERS WHO SELL SHARES IN THE OFFER WILL NOT BE ENTITLED TO EXERCISE
ANY APPRAISAL RIGHTS WITH RESPECT THERETO BUT, RATHER, WILL RECEIVE THE OFFER
PRICE.
 
                                   THE OFFER
 
     1. TERMS OF THE OFFER.  Upon the terms and subject to the conditions of the
Offer (including, if the Offer is extended or amended, the terms and conditions
of any extension or amendment), the Purchaser will accept for payment and pay
for all Shares validly tendered prior to the Expiration Date (as hereinafter
defined) and not withdrawn in accordance with Section 4. The term 'Expiration
Date' means 12:00 Midnight, New York City time, on Wednesday, April 19, 1995,
unless and until the Purchaser, in its sole discretion (but subject to the terms
of the Merger Agreement), shall have extended the period of time during which
the Offer is open, in which event the term 'Expiration Date' shall refer to the
latest time and date at which the Offer, as so extended by the Purchaser, shall
expire.
 
     The Offer is conditioned upon, among other things, satisfaction of the
Minimum Condition and the ICC Final Approval Condition. If the Minimum Condition
or the ICC Final Approval Condition is not satisfied or any or all of the other
events set forth in Section 10 shall have occurred or shall be determined by the
Purchaser to have occurred prior to the Expiration Date, the Purchaser reserves
the right (but shall not be obligated) to (i) decline to purchase any of the
Shares tendered in the Offer and terminate the Offer, and return all tendered
Shares to the tendering stockholders, (ii) except for the Minimum Condition,
waive or amend any or all conditions to the Offer, to the extent permitted by
applicable law and the provisions of the Merger Agreement, and, subject to
complying with applicable rules and regulations of the SEC, purchase all Shares
validly tendered, or (iii) subject to the terms of the Merger Agreement, extend
the Offer and, subject to the right of stockholders to withdraw Shares until the
Expiration Date, retain the Shares which have been tendered during the period or
periods for which the Offer is extended.
 
     The Purchaser expressly reserves the right, in its sole discretion (but
subject to the terms of the Merger Agreement), at any time and from time to
time, to extend for any reason the period of time during which the Offer is
open, including the occurrence of any of the events specified in Section 10, by
giving oral or written notice of such extension to the Depositary. During any
such extension, all Shares previously tendered and not withdrawn will remain
subject to the Offer, subject to the rights of a tendering stockholder to
withdraw its Shares. See Section 4.
 
     Subject to the applicable regulations of the SEC, the Purchaser also
expressly reserves the right, in its sole discretion (but subject to the terms
of the Merger Agreement), at any time and from time to time, (i) to delay
acceptance for payment of, or, regardless of whether such Shares were
theretofore accepted for payment, payment for, any Shares pending receipt of any
regulatory approval specified in Section 11 or in order to comply in whole or in
part with any other applicable law, (ii) to terminate the Offer and not accept
for payment any Shares if any of the conditions referred to in Section 10 have
not been satisfied or upon the occurrence of any of
 
                                       38

the events specified in Section 10 and (iii) to waive any condition (other than
the Minimum Condition) or otherwise amend the Offer in any respect by giving
oral or written notice of such delay, termination, waiver or amendment to the
Depositary and by making a public announcement thereof.
 
     The Merger Agreement provides that, without the written consent of the
Company (such consent to be authorized by the Board of Directors or a duly
authorized committee thereof), the Purchaser will not amend or waive the Minimum
Condition, decrease the Offer Price, decrease the number of Shares sought in the
Offer, or amend any other condition of the Offer in a manner adverse to the
stockholders, except that if on the initial scheduled Expiration Date, all
conditions to the Offer shall not have been satisfied or waived, the Offer may
be extended from time to time until June 30, 1995 without the consent of the
Company. In addition, the Merger Agreement provides that without the consent of
the Company, the Offer Price may be increased and the Offer may be extended to
the extent required by law in connection with such an increase in the Offer
Price.
 
     The Purchaser acknowledges that (i) Rule 14e-1(c) under the Exchange Act
requires the Purchaser to pay the consideration offered or return the Shares
tendered promptly after the termination or withdrawal of the Offer, and (ii) the
Purchaser may not delay acceptance for payment of, or payment for (except as
provided in clause (i) of the second preceding paragraph), any Shares upon the
occurrence of any of the conditions specified in Section 10 without extending
the period of time during which the Offer is open.
 
     Any such extension, delay, termination, waiver or amendment will be
followed as promptly as practicable by public announcement thereof, with such
announcement in the case of an extension to be made no later than 9:00 a.m., New
York City time, on the next business day after the previously scheduled
Expiration Date. Subject to applicable law (including Rules 14d-4(c), 14d-6(d)
and 14e-1 under the Exchange Act, which require that material changes be
promptly disseminated to stockholders in a manner reasonably designed to inform
them of such changes) and without limiting the manner in which the Purchaser may
choose to make any public announcement, the Purchaser shall have no obligation
to publish, advertise or otherwise communicate any such public announcement
other than by issuing a press release to the Dow Jones News Service.
 
     If the Purchaser makes a material change in the terms of the Offer or the
information concerning the Offer, or if it waives a material condition of the
Offer, the Purchaser will extend the Offer to the extent required by Rules
14d-4(c), 14d-6(d) and 14e-1 under the Exchange Act.
 
     Subject to the terms of the Merger Agreement, if, prior to the Expiration
Date, the Purchaser should decide to decrease the number of Shares being sought
or to increase or decrease the consideration being offered in the Offer, such
decrease in the number of Shares being sought or such increase or decrease in
the consideration being offered will be applicable to all stockholders whose
Shares are accepted for payment pursuant to the Offer and, if at the time notice
of any such decrease in the number of Shares being sought or such increase or
decrease in the consideration being offered is first published, sent or given to
holders of such Shares, the Offer is scheduled to expire at any time earlier
than the period ending on the tenth business day from and including the date

that such notice is first so published, sent or given, the Offer will be
extended at least until the expiration of such ten business day period. For
purposes of the Offer, a 'business day' means any day other than a Saturday,
Sunday or federal holiday and consists of the time period from 12:01 a.m.
through 12:00 Midnight, New York City time.
 
     The Company has provided the Purchaser with the Company's stockholder list
and security position listings for the purpose of disseminating the Offer to
holders of Shares. This Offer to Purchase, the related Letter of Transmittal,
and other relevant materials, will be mailed to record holders of Shares whose
names appear on the Company's stockholder list and will be furnished, for
subsequent transmittal to beneficial owners of Shares, to brokers, dealers,
commercial banks, trust companies and similar persons whose names, or the names
of whose nominees, appear on the stockholder list or, if applicable, who are
listed as participants in a clearing agency's security position listing.
 
     2. ACCEPTANCE FOR PAYMENT AND PAYMENT.  Upon the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), the Purchaser will
purchase, by accepting for payment, and will pay for, all Shares validly
tendered prior to the Expiration Date (and not properly withdrawn in accordance
with Section 4) promptly after the later to occur of (i) the Expiration Date and
(ii) the satisfaction or waiver of the conditions set forth in Section 10.
Subject to applicable rules of the SEC and the terms of the Merger Agreement,
the Purchaser expressly reserves the right, in
 
                                       39

its discretion, to delay acceptance for payment of, or payment for, Shares
pending receipt of any regulatory approvals specified in Section 11. See Section
11.
 
     In all cases, payment for Shares purchased pursuant to the Offer will be
made only after timely receipt by the Depositary of (i) the certificates
evidencing such Shares (the 'Share Certificates') or timely confirmation of a
book-entry transfer (a 'Book-Entry Confirmation') of such Shares, if such
procedure is available, into the Depositary's account at The Depository Trust
Company, the Midwest Securities Trust Company or the Philadelphia Depository
Trust Company (each a 'Book-Entry Transfer Facility' and, collectively, the
'Book-Entry Transfer Facilities') pursuant to the procedures set forth in
Section 3, (ii) the Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, or an Agent's Message (as defined below) and (iii)
any other documents required by the Letter of Transmittal.
 
     The term 'Agent's Message' means a message, transmitted by a Book-Entry
Transfer Facility to, and received by, the Depositary 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 tendering the Shares, that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that the
Purchaser may enforce such agreement against the participant.
 
     For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment, and thereby purchased, tendered Shares if, as and when the

Purchaser gives oral or written notice to the Depositary of the Purchaser's
acceptance of such Shares for payment. Payment for Shares accepted pursuant to
the Offer will be made by deposit of the purchase price therefor with the
Depositary, which will act as agent for tendering stockholders for the purpose
of receiving payments from the Purchaser and transmitting payments to such
tendering stockholders. Under no circumstances will interest on the purchase
price for Shares be paid by the Purchaser, regardless of any delay in making
such payment. Upon the deposit of funds with the Depositary for the purpose of
making payments to tendering stockholders, the Purchaser's obligation to make
such payment shall be satisfied and tendering stockholders must thereafter look
solely to the Depositary for payment of amounts owed to them by reason of the
acceptance for payment of Shares pursuant to the Offer. The Purchaser will pay
any stock transfer taxes incident to the transfer to it of validly tendered
Shares, except as otherwise provided in Instruction 6 of the Letter of
Transmittal, as well as any charges and expenses of the Depositary and the
Information Agent.
 
     If any tendered Shares are not accepted for payment for any reason pursuant
to the terms and conditions of the Offer, or if Share Certificates are submitted
evidencing more Shares than are tendered, Share Certificates evidencing
unpurchased Shares will be returned, without expense to the tendering
stockholder (or, in the case of Shares tendered by book-entry transfer into the
Depositary's account at a Book-Entry Transfer Facility pursuant to the procedure
set forth in Section 3, such Shares will be credited to an account maintained at
such Book-Entry Transfer Facility), as promptly as practicable following the
expiration, termination or withdrawal of the Offer.
 
     If, prior to the Expiration Date, the Purchaser increases the consideration
to be paid per Share pursuant to the Offer, the Purchaser will pay such
increased consideration for all such Shares purchased pursuant to the Offer,
whether or not such Shares were tendered prior to such increase in
consideration.
 
     The Purchaser reserves the right to transfer or assign, in whole at any
time, or in part from time to time, to one or more of its affiliates, the right
to purchase all or any portion of the Shares tendered pursuant to the Offer, but
any such transfer or assignment will not relieve the Purchaser of its
obligations under the Offer and will in no way prejudice the rights of tendering
stockholders to receive payment for Shares validly tendered and accepted for
payment pursuant to the Offer.
 
     3. PROCEDURES FOR TENDERING SHARES.
 
     Valid Tender of Shares.  In order for Shares to be validly tendered
pursuant to the Offer, the Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees,
and any other required documents, must be received by the Depositary at one of
its addresses set forth on the back cover of this Offer to Purchase prior to the
Expiration Date and either (i) the Share Certificates evidencing tendered Shares
must be received by the Depositary at such address or Shares must be tendered
pursuant to the procedure for book-entry transfer described below and a
Book-Entry Confirmation must be received by the
 
                                       40

Depositary, in each case prior to the Expiration Date, or (ii) the tendering
stockholder must comply with the guaranteed delivery procedures described below.
 
     THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT
THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
 
     Book-Entry Transfer.  The Depositary will establish an account with respect
to the Shares at each Book-Entry Transfer Facility for purposes of the Offer
within two business days after the date of this Offer to Purchase, and any
financial institution that is a participant in any of the Book-Entry Transfer
Facilities' systems may make book-entry delivery of Shares by causing a
Book-Entry Transfer Facility to transfer such Shares into the Depositary's
account at a Book-Entry Transfer Facility in accordance with such Book-Entry
Transfer Facility's procedures for transfer. However, although delivery of
Shares may be effected through book-entry transfer at a Book-Entry Transfer
Facility, the Letter of Transmittal (or facsimile thereof), properly completed
and duly executed, with any required signature guarantees, or an Agent's Message
in connection with a book-entry delivery of Shares, and any other required
documents, must, in any case, be transmitted to and received by the Depositary
at one of its addresses set forth on the back cover of this Offer to Purchase
prior to the Expiration Date or the tendering stockholder must comply with the
guaranteed delivery procedures described below. DELIVERY OF DOCUMENTS TO A
BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER
FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
 
     Signature Guarantees.  Signatures on all Letters of Transmittal must be
guaranteed by a member firm of a registered national securities exchange, a
member of the National Association of Securities Dealers, Inc. or a commercial
bank or trust company having an office or correspondent in the United States
(each, an 'Eligible Institution'), unless the Shares tendered thereby are
tendered (i) by a registered holder of Shares who has not completed either the
box entitled 'Special Delivery Instructions' or the box entitled 'Special
Payment Instructions' on the Letter of Transmittal, or (ii) for the account of
an Eligible Institution. See Instruction 1 of the Letter of Transmittal.
 
     If a Share Certificate is registered in the name of a person other than the
signer of the Letter of Transmittal, or if payment is to be made, or a Share
Certificate not accepted for payment or not tendered is to be returned, to 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 on the Share
Certificate, with the signature(s) on such Share Certificate or stock powers
guaranteed as described above. See Instructions 1 and 5 of the Letter of
Transmittal.
 
     Guaranteed Delivery.  If a stockholder desires to tender Shares pursuant to
the Offer and such stockholder's Share Certificates are not immediately
available or time will not permit all required documents to reach the Depositary

prior to the Expiration Date or the procedure for book-entry transfer cannot be
completed on a timely basis, such Shares may nevertheless be tendered if all the
following conditions are satisfied:
 
      (i) the tender is made by or through an Eligible Institution;
 
      (ii) a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form provided by the Purchaser herewith, is received by the
Depositary as provided below prior to the Expiration Date; and
 
      (iii) in the case of a guarantee of Shares, the Share Certificates for all
tendered Shares, in proper form for transfer, or a Book-Entry Confirmation,
together with a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) with any required signature guarantee(s) (or, in the case of
a book-entry transfer, an Agent's Message) and any other documents required by
such Letter of Transmittal, are received by the Depositary within five NYSE
trading days after the date of execution of the Notice of Guaranteed Delivery.
 
     Any Notice of Guaranteed Delivery may be delivered by hand or transmitted
by telegram, facsimile transmission or mail to the Depositary and must include a
guarantee by an Eligible Institution in the form set forth in the Notice of
Guaranteed Delivery.
 
                                       41

     Notwithstanding any other provision hereof, payment for Shares purchased
pursuant to the Offer will, in all cases, be made only after timely receipt by
the Depositary of (i) the Share Certificates evidencing such Shares, or a
Book-Entry Confirmation of the delivery of such Shares, if available, (ii) a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) (or, in the case of a book-entry transfer, an Agent's Message) and
(iii) any other documents required by the Letter of Transmittal.
 
     Determination of Validity.  All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any
tendered Shares pursuant to any of the procedures described above will be
determined by the Purchaser, in its sole discretion, whose determination will be
final and binding on all parties. The Purchaser reserves the absolute right to
reject any or all tenders of any Shares determined by it not to be in proper
form or if the acceptance for payment of, or payment for, such Shares may, in
the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves
the absolute right, in its sole discretion, to waive any of the conditions of
the Offer (other than the Minimum Condition) or any defect or irregularity in
any tender with respect to Shares of any particular stockholder, whether or not
similar defects or irregularities are waived in the case of other stockholders.
No tender of Shares will be deemed to have been validly made until all defects
and irregularities have been cured or waived.
 
     The Purchaser's interpretation of the terms and conditions of the Offer
(including the Letter of Transmittal and the instructions thereto) will be final
and binding. None of Parent, the Purchaser, the Dealer Manager, the Depositary,
the Information Agent or any other person will be under any duty to give

notification of any defects or irregularities in tenders or will incur any
liability for failure to give any such notification.
 
     Appointment as Proxy.  By executing a Letter of Transmittal as set forth
above, a tendering stockholder irrevocably appoints designees of the Purchaser
as such stockholder's proxies, each with full power of substitution, to the full
extent of such stockholder's rights with respect to the Shares tendered by such
stockholder and accepted for payment by the Purchaser (and any and all non-cash
dividends, distributions, rights, other Shares, or other securities issued or
issuable in respect of such Shares on or after the date of the Merger
Agreement). All such proxies shall be considered coupled with an interest in the
tendered Shares. This appointment will be effective if, when, and only to the
extent that, the Purchaser accepts such Shares for payment pursuant to the
Offer. Upon such acceptance for payment, all prior proxies given by such
stockholder with respect to such Shares and other securities will, without
further action, be revoked, and no subsequent proxies may be given. The
designees of the Purchaser will, with respect to the Shares and other securities
for which the appointment is effective, be empowered to exercise all voting and
other rights of such stockholder as they in their sole discretion may deem
proper at any annual, special, adjourned or postponed meeting of the Company's
stockholders, by written consent or otherwise, and the Purchaser reserves the
right to require that, in order for Shares or other securities to be deemed
validly tendered, immediately upon the Purchaser's acceptance for payment of
such Shares the Purchaser must be able to exercise full voting rights with
respect to such Shares.
 
     TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING WITH RESPECT TO PAYMENT TO
CERTAIN STOCKHOLDERS OF THE PURCHASE PRICE OF SHARES PURCHASED PURSUANT TO THE
OFFER, EACH SUCH STOCKHOLDER MUST PROVIDE THE DEPOSITARY WITH SUCH STOCKHOLDER'S
CORRECT TAXPAYER IDENTIFICATION NUMBER AND CERTIFY THAT SUCH STOCKHOLDER IS NOT
SUBJECT TO BACKUP FEDERAL INCOME TAX WITHHOLDING BY COMPLETING THE SUBSTITUTE
FORM W-9 IN THE LETTER OF TRANSMITTAL. IF BACKUP WITHHOLDING APPLIES WITH
RESPECT TO A STOCKHOLDER, THE DEPOSITARY IS REQUIRED TO WITHHOLD AND DEPOSIT
WITH THE INTERNAL REVENUE SERVICE 31% OF ANY PAYMENTS MADE TO SUCH STOCKHOLDER.
SEE INSTRUCTION 9 OF THE LETTER OF TRANSMITTAL.
 
     The Purchaser's acceptance for payment of Shares tendered pursuant to the
Offer will constitute a binding agreement between the tendering stockholder and
the Purchaser upon the terms and subject to the conditions of the Offer.
 
     4. WITHDRAWAL RIGHTS.  Tenders of Shares made pursuant to the Offer are
irrevocable except that such Shares may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment by the Purchaser
pursuant to the Offer, may also be withdrawn at any time after May 21, 1995, or
at such later time as may apply if the Offer is extended.
 
     If the Purchaser extends the Offer, is delayed in its acceptance for
payment of Shares or is unable to accept Shares for payment pursuant to the
Offer for any reason, then, without prejudice to the Purchaser's rights under
the Offer, the Depositary may, nevertheless, on behalf of the Purchaser, retain
tendered Shares, and such Shares
 
                                       42

may not be withdrawn except to the extent that tendering stockholders are
entitled to withdrawal rights as described in this Section 4. Any such delay
will be by an extension of the Offer to the extent required by law.
 
     For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover of this Offer to Purchase. Any
such notice of withdrawal must specify the name of the person who tendered the
Shares to be withdrawn, the number of Shares to be withdrawn and the name of the
registered holder, if different from that of the person who tendered such
Shares. If Share Certificates evidencing Shares to be withdrawn have been
delivered or otherwise identified to the Depositary, then, prior to the physical
release of such Share Certificates, the serial numbers shown on such Share
Certificates must be submitted to the Depositary and the signature(s) on the
notice of withdrawal must be guaranteed by an Eligible Institution, unless such
Shares have been tendered for the account of an Eligible Institution. If Shares
have been tendered pursuant to the procedure for book-entry transfer as set
forth in Section 3, any notice of withdrawal must also specify the name and
number of the account at the Book-Entry Transfer Facility to be credited with
the withdrawn Shares.
 
     All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by the Purchaser, in its sole
discretion, whose determination will be final and binding. None of Parent, the
Purchaser, the Depositary, the Dealer Manager, the Information Agent or any
other person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification.
 
     Any Shares properly withdrawn will thereafter be deemed to not have been
validly tendered for purposes of the Offer. However, withdrawn Shares may be
re-tendered at any time prior to the Expiration Date by following one of the
procedures described in Section 3.
 
     5. PRICE RANGE OF SHARES; DIVIDENDS.  The Shares are listed and principally
traded on the NYSE and quoted under the symbol CNW. The following table sets
forth, for the quarters indicated, the high and low closing sales prices per
Share on the NYSE as reported by the Dow Jones News Service.

                                                                                          MARKET PRICE
                                                                                         --------------
                                                                                         HIGH       LOW
                                                                                         ----       ---
                                                                                              
FISCAL YEAR ENDED DECEMBER 31, 1993:
  First Quarter.......................................................................   $23 1/8    $19 1/8
  Second Quarter......................................................................    24 1/4     19 7/8
  Third Quarter.......................................................................    23         19
  Fourth Quarter......................................................................    25 1/8     19 1/2
FISCAL YEAR ENDED DECEMBER 31, 1994:
  First Quarter.......................................................................    28 1/8     24 1/8
  Second Quarter......................................................................    25         21 5/8

  Third Quarter.......................................................................    24 1/4     19 3/8
  Fourth Quarter......................................................................    20 7/8     18 1/4
FISCAL YEAR ENDED DECEMBER 31, 1995:
  First Quarter (through March 22, 1995)..............................................    34 5/8     19 1/8

     On March 9, 1995, the last full trading day prior to the public
announcement that the Parent had agreed to acquire the Company at a price of $35
per Share, subject to certain conditions, the reported closing sales price of
the Shares on the NYSE Composite Tape was $26 1/8 per Share. On March 16, 1995,
the last full trading day prior to the public announcement of the execution of
the Merger Agreement, the reported closing sales price of the Shares on the NYSE
Composite Tape was $34 1/2 per Share. On March 22, 1995, the last full trading
day prior to the date of this Offer to Purchase, the reported closing sales
price of the Shares on the NYSE Composite Tape was $34 5/8 per Share.
STOCKHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES.
 
     The Company does not pay cash dividends on Shares. Certain agreements
pertaining to the Company's long-term indebtedness contain covenants which
restrict the Company's ability to pay dividends.
 
     6. EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES; EXCHANGE LISTING AND
EXCHANGE ACT REGISTRATION; MARGIN REGULATIONS.  The purchase of Shares pursuant
to the Offer will reduce the number of Shares that might otherwise trade
publicly and the number of holders of Shares and could adversely affect the
liquidity and market value of the remaining Shares held by the public and have
other consequences with respect to NYSE listing, Exchange Act registration and
availability of margin credit. See 'SPECIAL FACTORS--Certain Effects of the
Transaction.'
 
                                       43

     7. CERTAIN INFORMATION CONCERNING THE COMPANY.  Except as otherwise noted
below, the information concerning the Company contained in this Offer to
Purchase, including financial information, has been taken from or is based upon
publicly available documents and records on file with the SEC and other public
sources. Neither Parent nor the Purchaser assumes any responsibility for the
accuracy or completeness of the information concerning the Company contained in
such documents and records or for any failure by the Company to disclose events
which may have occurred or may affect the significance or accuracy of any such
information but which are unknown to Parent or the Purchaser.
 
     The Company is a Delaware corporation and its principal executive offices
are located at 165 North Canal Street, Chicago, Illinois, 60606. The telephone
number of the Company at such offices is (312) 559-7000. The Company is the
holding company for the nation's eighth largest railroad based on total
operating revenues and miles of track operated, transporting approximately 53
billion ton miles of freight in 1994. The railroad was chartered in 1836 and
operated approximately 5,400 miles of track in nine states in the Midwest and
West, as of March 16, 1995. The Company's east-west main line between Chicago
and Omaha is the principal connection between the lines of UPRR and the lines of
major eastern railroads, providing the most direct transcontinental route in the
nation's central corridor.

     Financial Information.  Set forth below is certain selected consolidated
financial information relating to the Company and its subsidiaries which has
been excerpted or derived from the financial statements contained in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994
(the 'Company Form 10-K'). More comprehensive financial information is included
in the Company Form 10-K and other documents filed by the Company with the SEC.
The financial information that follows is qualified in its entirety by reference
to the Company Form 10-K and other documents, including the financial statements
and related notes contained therein. The Company Form 10-K and other documents
may be examined and copies may be obtained from the offices of the SEC in the
manner set forth below. Exhibit II attached hereto contains audited financial
statements of the Company for the fiscal years ended December 31, 1993 and
December 31, 1994.
 
                           CHICAGO AND NORTH WESTERN
                             TRANSPORTATION COMPANY
 
                  SELECTED CONSOLIDATED FINANCIAL INFORMATION
               (IN MILLIONS, EXCEPT RATIOS AND PER SHARE AMOUNTS)

                                                                                       YEAR ENDED DECEMBER 31,
                                                                                    ------------------------------
                                                                                      1994        1993       1992
                                                                                    --------    --------    ------
                                                                                                   
OPERATING STATEMENT DATA:
Operating revenues...............................................................   $1,129.8    $1,043.2    $985.0
Operating expenses...............................................................      903.9       834.1     810.8
Operating income.................................................................      225.9       209.1     174.2
Net income (loss)................................................................       84.0        53.2     (56.2)
PER SHARE INFORMATION:
Net earnings (loss) per Share....................................................       1.86        1.20     (3.15)

 
                                                                                      AT DECEMBER 31,
                                                                                    --------------------
                                                                                      1994        1993
                                                                                    --------    --------
                                                                                              
BALANCE SHEET DATA:
Current assets...................................................................   $  282.9    $  248.8
Net property.....................................................................    1,872.8     1,820.8
Total assets.....................................................................    2,218.6     2,135.9
Long-term debt, current portion..................................................       95.4        58.9
Current liabilities..............................................................      373.7       300.7
Long-term debt, excluding current portion........................................    1,033.7     1,142.8
Total shareholders' equity.......................................................      315.9       226.2
Book value per Share.............................................................       7.16        5.18
Ratio of earnings to fixed charges...............................................       1.83x       1.70x

                                       44

     The Company does not as a matter of course make public forecasts as to
future financial performance (although on February 22, 1995 the Company
announced that due to better than anticipated operating performance, it expected
1995 net income to be 30-35% above 1994 net income). In January of 1995, the
Company, as part of the annual update of the Business Plan, prepared certain
projections for the fiscal years 1995 through 1999. In connection with Parent's
due diligence investigation of the Company on March 11, 1995, the Company and
its representatives discussed with Parent and its representatives certain
matters regarding the business, assets and financial condition of the Company.
The Company also furnished Parent with the Business Plan, which included the
following projected summary financial information concerning the Company, which
Parent and the Purchaser believe has not previously been publicly available.
 
     PROJECTIONS OF THIS TYPE ARE BASED ON ESTIMATES AND ASSUMPTIONS THAT ARE
INHERENTLY SUBJECT TO SIGNIFICANT ECONOMIC, INDUSTRY AND COMPETITIVE
UNCERTAINTIES AND CONTINGENCIES, ALL OF WHICH ARE DIFFICULT TO PREDICT AND MANY
OF WHICH ARE BEYOND THE COMPANY'S CONTROL. ACCORDINGLY, THERE CAN BE NO
ASSURANCE THAT THE PROJECTED RESULTS WOULD BE REALIZED OR THAT ACTUAL RESULTS
WOULD NOT BE SIGNIFICANTLY HIGHER OR LOWER THAN THOSE PROJECTED. IN ADDITION,
THESE PROJECTIONS WERE PREPARED BY THE COMPANY NOT WITH A VIEW TO PUBLIC
DISCLOSURE OR COMPLIANCE WITH THE PUBLISHED GUIDELINES OF THE SEC OR THE
GUIDELINES ESTABLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
REGARDING PROJECTIONS AND FORECASTS AND ARE INCLUDED IN THIS OFFER TO PURCHASE
ONLY BECAUSE SUCH INFORMATION WAS PROVIDED TO PARENT DURING ITS DISCUSSIONS WITH
THE COMPANY. THE INCLUSION OF THIS INFORMATION SHOULD NOT BE REGARDED AS AN
INDICATION THAT PARENT OR THE PURCHASER OR ANYONE WHO RECEIVED THIS INFORMATION
CONSIDERED IT A RELIABLE PREDICTOR OF FUTURE OPERATING RESULTS AND THIS
INFORMATION SHOULD NOT BE RELIED ON AS SUCH. THE PROJECTIONS ARE BASED UPON A
VARIETY OF ASSUMPTIONS RELATING TO THE BUSINESSES OF THE COMPANY WHICH, ALTHOUGH
CONSIDERED REASONABLE BY THE COMPANY, MAY NOT BE REALIZED, AND ARE SUBJECT TO
SIGNIFICANT UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE
CONTROL OF THE COMPANY. NONE OF PARENT, THE PURCHASER, THE COMPANY OR ANY OTHER
PARTY ASSUMES RESPONSIBILITY FOR THE ACCURACY OR VALIDITY OF THE FOLLOWING
PROJECTIONS.
 
     The summary projected financial information provided by the Company to
Parent is as follows:

                                                                           YEAR ENDED DECEMBER 31,
                                                           --------------------------------------------------------
                                                             1995        1996        1997        1998        1999
                                                           --------    --------    --------    --------    --------
                                                                   (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
                                                                                            
Total consolidated revenues.............................   $1,269.2    $1,367.2    $1,549.9    $1,683.8    $1,833.0
Total operating income..................................      273.5       303.5       351.2       391.5       438.0
Net income..............................................      115.4       138.6       175.9       212.9       257.7
Earnings per Share......................................       2.50        3.01        3.82        4.63        5.60

     The foregoing summary projected financial information is based on the

following assumptions:
 
             1. Revenue.  The forecast of freight revenues for the Company
        (excluding WRPI) is based on historical trends and management forecasts.
        Management's forecast for each business segment was developed by
        considering the numerous factors which will influence car loadings and
        pricing, including existing contracts and the prospects for continued
        business with current customers, new business opportunities and
        competition from both rail carriers and trucks. Management utilized
        DRI/McGraw-Hill, Inc. macroeconomic planning assumptions for all
        commodities except coal.
 
             WRPI revenue is based on (i) existing contracts and (ii)
        management's probability-weighted estimate of successful bidding on (a)
        contract renewals and (b) coal contracts as they become available for
        bid. Most contracts have provisions which permit WRPI to pass all or a
        portion of increased expenses resulting from inflation to its customers.
        The growth in WRPI's revenues includes the utilities which have elected
        to 'switch' to low sulfur coal (instead of 'scrub') in order to comply
        with Phase I of the 1990 Clean Air Act.
 
             2. Operating Ratio.  The Company's (excluding WRPI) operating ratio
        (operating expenses/revenue) has been projected at 85% for the 1995-99
        period. WRPI's operating ratio is forecast to be 56.4% in 1995, 55% in
        1996, and 54% in 1997-99.
 
             3. Depreciation.  Depreciation is calculated at composite
        straight-line rates except the metallic components of the track
        structure of WRPI, which are depreciated on the unit of production
        method.
 
                                       45

             4. Interest Expense.  Interest expense for the Company (excluding
        WRPI) and for WRPI is calculated on average principal balances, taking
        into account terms of the floating and fixed interest rate swap
        agreements. A credit spread of 150 basis points is assumed for the
        Company's Credit Facility debt and 125 basis points is assumed for the
        WRPI debt. LIBOR and interest rate assumptions are as follows:

LIBOR 1995-1999..................................................................    7.00%
 
Obligation                                                                          Rate
- ---------------------------------------------------------------------------------   -----
                                                                                 
Existing other senior debt.......................................................   10.00%
WRPI Beneficial Owner............................................................   12.00%

             5. Fee Amortization.  Debt financing fees are amortized according
        to the interest method based on the contractual amortization schedule of
        the related facility.

             6. Book Taxes.  The Company adopted FASB 109 effective January 1,
        1991 and expects to have a consolidated blended federal/state book tax
        rate of 35% in all periods. WRPI's book tax rate is 35% in all periods.
 
     In April 1992, the Company completed a recapitalization involving, among
other things, the sale of Shares in a registered initial public offering.
Pursuant to this offering, the Company offered 8,750,000 Shares at an offering
price of $20.50 per Share, with aggregate proceeds to the Company of
$169,962,500. In July 1993, certain stockholders of the Company offered
13,712,645 Shares in the Secondary Offering at an offering price of $19.25 per
Share, with the Company receiving none of the aggregate proceeds.
 
     During the past 60 days, neither the Company nor any officer or director of
the Company or pension plan, profit sharing plan or similar plan of the Company
has effected any transaction in the Shares. In addition, the Company has made no
purchases of its Shares since January 1, 1993.
 
     The Company is subject to the information and reporting requirements of the
Exchange Act and is required to file reports and other information with the SEC
relating to its business, financial condition and other matters. Information, as
of particular dates, concerning the Company's directors and officers, their
remuneration, stock options granted to them, the principal holders of the
Company's securities, any material interests of such persons in transactions
with the Company and other matters is required to be disclosed in proxy
statements distributed to the Company's stockholders and filed with the SEC.
These reports, proxy statements and other information should be available for
inspection at the public reference facilities of the SEC located in Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and also should be
available for inspection and copying at prescribed rates at the following
regional offices of the SEC: Seven World Trade Center, New York, New York 10048;
and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of this
material may also be obtained by mail, upon payment of the SEC's customary fees,
from the SEC's principal office at 450 Fifth Street, N.W., Washington, D.C.
20549. Reports, proxy statements and other information concerning the Company
should also be available for inspection at the offices of the NYSE, 20 Broad
Street, New York, New York 10005.
 
     8. CERTAIN INFORMATION CONCERNING THE PURCHASER AND PARENT.
 
     The Purchaser.  The Purchaser was organized in connection with the
Purchaser's initial investment in the Company in 1989 and has not carried on any
significant activities other than acquiring and holding Shares and Non-Voting
Common Stock, and activities undertaken in connection with the Offer and the
Merger. The Purchaser was reincorporated from Delaware to Utah in March 1995.
The principal offices of the Purchaser are located at Martin Tower, Eighth &
Eaton Avenues, Bethlehem, Pennsylvania 18018. The Purchaser is an indirect
wholly owned subsidiary of Parent. Until immediately prior to the time that the
Purchaser will purchase Shares pursuant to the Offer, it is not expected that
the Purchaser will have any significant assets (other than the shares of
Non-Voting Common Stock) or liabilities or engage in activities other than those
incident to Purchaser's equity interest in the Company and the transactions
contemplated by the Offer and the Merger.

     Parent.  Parent is a Utah corporation and its principal executive offices
are located at Martin Tower, Eighth and Eaton Avenues, Bethlehem, Pennsylvania
18018.
 
     Parent operates, through subsidiaries, in the areas of rail transportation
(UPRR and MPRR (collectively, the 'Railroad')), oil, gas and mining (Union
Pacific Resources Company ('Resources')), and trucking (Overnite
 
                                       46

Transportation Company ('Overnite')). Each of these subsidiaries is indirectly
wholly owned by Parent. Substantially all of Parent's operations are in the
United States.
 
     The Railroad is the third largest railroad in the United States in terms of
track miles, with over 17,500 route miles linking West Coast and Gulf Coast
ports with the Midwest. The Railroad maintains coordinated schedules with other
carriers for the handling of freight to and from the Atlantic seaboard, the
Pacific Coast, the Southeast, the Southwest, Canada and Mexico. Export and
import traffic is moved through Gulf Coast and Pacific Coast ports and across
the Texas-Mexico border.
 
     Resources is an independent oil and gas company engaged in exploration for
and production of natural gas, crude oil and associated products. Substantially
all of its exploration and production programs are concentrated in the Austin
Chalk trend and Carthage area in eastern Texas and Louisiana, the Union Pacific
Land Grant in Colorado, Wyoming and Utah, the Gulf of Mexico and Canada.
Resources is also responsible for developing Parent's reserves of coal and trona
which are located primarily in the Rocky Mountain region.
 
     Overnite, a major interstate trucking company, serves all 50 states and
portions of Canada through 173 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,
specializing in less-than-truckload shipments, Overnite transports a variety of
products, including machinery, textiles, plastics, electronics and paper
products.
 
     Parent is subject to the information and reporting requirements of the
Exchange Act and is required to file reports and other information with the SEC
relating to its business, financial condition and other matters. Information, as
of particular dates, concerning Parent's directors and officers, their
remuneration, stock options granted to them, the principal holders of Parent's
securities, any material interests of such persons in transactions with Parent
and other matters is required to be disclosed in proxy statements distributed to
Parent's stockholders and filed with the SEC. These reports, proxy statements
and other information should be available for inspection and copies may be
obtained in the same manner as set forth for the Company in Section 7. The
shares of Parent common stock are listed on the NYSE under the symbol 'UNP', and
reports, proxy statements and other information concerning Parent should also be
available for inspection at the offices of the NYSE, 20 Broad Street, New York,
New York 10005.
 
     The name, citizenship, business address, principal occupation or employment

and five-year employment history for each of the directors and executive
officers of the Purchaser and Parent are set forth in Schedule I hereto.
 
     Since January 1, 1993, the Purchaser has made one purchase of the Company's
securities. On July 28, 1993, the Purchaser purchased 500,000 Shares at a price
per Share of $19.25 from certain former principal stockholders of the Company.
See 'SPECIAL FACTORS--Interests of Certain Persons in the Transaction.'
 
     Schedule III hereto sets forth transactions in the Shares effected during
the past 60 days by Parent and its affiliates. Except as set forth in this Offer
to Purchase and Schedule III hereto, none of Parent or the Purchaser, or, to the
best knowledge of Parent or the Purchaser, any of the persons listed in Schedule
I hereto, or any associate or majority-owned subsidiary of such persons,
beneficially owns any equity security of the Company, and none of Parent, the
Purchaser, or, to the best knowledge of Parent or the Purchaser, any of the
other persons referred to above, or any of the respective directors, executive
officers or subsidiaries of any of the foregoing, has effected any transaction
in any equity security of the Company during the past 60 days.
 
     Except as set forth in this Offer to Purchase, none of Parent or the
Purchaser, or, to the best knowledge of Parent or the Purchaser, any of the
persons listed in Schedule I hereto has any contract, arrangement, understanding
or relationship with any other person with respect to any securities of the
Company, including, without limitation, any contract, arrangement, understanding
or relationship concerning the transfer or the voting of any securities of the
Company, joint ventures, loan or option arrangements, puts or calls, guaranties
of loans, guaranties against loss or the giving or withholding of proxies.
Except as set forth in this Offer to Purchase, none of Parent or the Purchaser,
or, to the best knowledge of Parent or the Purchaser, any of the persons listed
in Schedule I hereto has had any transactions with the Company, or any of its
executive officers, directors or affiliates that would require reporting under
the rules of the SEC.
 
     Except as set forth in this Offer to Purchase, there have been no contacts,
negotiations or transactions between Parent or the Purchaser, or their
respective subsidiaries, or, to the best knowledge of Parent or the
 
                                       47

Purchaser, any of the persons listed in Schedule I hereto, on the one hand, and
the Company or its executive officers, directors or affiliates, on the other
hand, concerning a merger, consolidation or acquisition, tender offer or other
acquisition of securities, election of directors, or a sale or other transfer of
a material amount of assets.
 
     9. DIVIDENDS AND DISTRIBUTIONS.
 
     If, on or after the date of the Merger Agreement, the Company should (i)
split, combine or otherwise change the Shares or its capitalization, (ii) issue
or sell any additional securities of the Company or otherwise cause an increase
in the number of outstanding securities of the Company (except for Shares
issuable upon the exercise of employee stock options outstanding on the date of
the Merger Agreement or Shares issuable upon conversion of the Non-Voting Common
Stock) or (iii) acquire currently outstanding Shares or otherwise cause a

reduction in the number of outstanding Shares, then, without prejudice to the
Purchaser's rights under Sections 1 and 10, the Purchaser, in its sole
discretion, may make such adjustments as it deems appropriate in the Offer Price
and other terms of the Offer and the Merger, including, without limitation, the
amount and type of securities offered to be purchased.
 
     If, on or after the date of the Merger Agreement, the Company should
declare or pay any dividend on the Shares or make any distribution (including,
without limitation, the issuance of additional Shares pursuant to a stock
dividend or stock split, the issuance of other securities or the issuance of
rights for the purchase of any securities) with respect to the Shares that is
payable or distributable to stockholders of record on a date prior to the
transfer to the name of the Purchaser or its nominee or transferee on the
Company's stock transfer records of the Shares purchased pursuant to the Offer,
then, without prejudice to the Purchaser's rights under Sections 1 and 10, (i)
the purchase price per Share payable by the Purchaser pursuant to the Offer will
be reduced by the amount of any such cash dividend or cash distribution and (ii)
any such non-cash dividend, distribution or right to be received by the
tendering stockholders will be received and held by the tendering stockholders
for the account of the Purchaser and will be required to be promptly remitted
and transferred by each tendering stockholder to the Depositary for the account
of the Purchaser, accompanied by appropriate documentation of transfer. Pending
such remittance and subject to applicable law, the Purchaser will be entitled to
all rights and privileges as owner of any such non-cash dividend, distribution
or right and may withhold the entire purchase price or deduct from the purchase
price the amount of value thereof, as determined by the Purchaser in its sole
discretion.
 
     The Company has agreed in the Merger Agreement that it will not declare,
set aside or pay any dividends or distributions on the Shares, or take any other
action described in the preceding paragraph, prior to the Merger. See 'THE
MERGER AGREEMENT.'
 
     10. CONDITIONS OF THE OFFER.
 
     Notwithstanding any other provisions of the Offer, and in addition to (and
not in limitation of) the Purchaser's rights to extend and amend the Offer at
any time in its sole discretion (subject to the provisions of the Merger
Agreement), the Purchaser 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 the Purchaser'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 (i) the Minimum
Condition has not been satisfied prior to the expiration of the Offer, (ii) the
ICC Final Approval Condition shall not have been satisfied prior to the
expiration of the Offer or (iii) at any time on or after March 16, 1995 and
prior to the acceptance for payment of any such Shares, any of the following
events shall occur or shall be determined by the Purchaser to have occurred:
 
          (a) there shall have been instituted or pending any action,
     proceeding, application, claim or suit, or any statute, rule, regulation,
     judgment, order or injunction promulgated, entered, enforced, enacted,

     proposed, issued or applicable to the Offer or the Merger by any domestic
     or foreign federal, state or local governmental regulatory or
     administrative agency or authority or court or legislative body or
     commission which directly or indirectly (l) prohibits or makes illegal, or
     imposes any material adverse limitations on, Parent's or the Purchaser's
     ownership or operation of all or a material portion of the businesses or
     assets of the Company and its subsidiaries, taken as a whole, or compels
     Parent or the Purchaser or their respective subsidiaries and affiliates to
     dispose of or hold separate any material portion of the business or assets
     of the Company or its subsidiaries, in each case taken as a whole, (2)
     prohibits, or makes illegal the acceptance for payment, payment for or
     purchase of Shares or the consummation of the Offer or the Merger, (3)
     restricts
 
                                       48

     the ability of the Purchaser, or renders the Purchaser unable, to accept
     for payment, pay for or purchase some or all of the Shares, (4) imposes
     material limitations on the ability of the Purchaser or Parent effectively
     to exercise full rights of ownership of the Shares, including, without
     limitation, the right to vote the Shares purchased by it on all matters
     properly presented to the Company's stockholders, (5) prohibits, restricts,
     results in a delay, or imposes material limitations on the ability of the
     Purchaser to convert the Non-Voting Common Stock into Shares, or (6)
     otherwise materially adversely affects the financial condition, businesses
     or results of operations of the Company and its subsidiaries, taken as a
     whole; provided that in each such case Parent shall have used all
     reasonable efforts to cause any such judgment, order or injunction to be
     vacated or lifted;
 
          (b) the representations and warranties of the Company set forth in the
     Merger Agreement shall not have been true and correct when made, except (i)
     those representations and warranties that address matters only as of a
     particular date are true and correct as of such date and (ii) where the
     failure of such representations and warranties to have been true and
     correct when made (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 financial condition or businesses of the
     Company and its subsidiaries, taken as a whole, or the Company shall have
     breached or failed in any material respect to perform or comply with any
     material obligation, agreement or covenant required by the Merger Agreement
     to be performed or complied with by it;
 
          (c)(i) it shall have been publicly disclosed or Parent or the
     Purchaser shall have otherwise learned that any person, entity or 'group'
     (as defined in Section 13(d)(3) of the Exchange Act), other than Parent or
     its affiliates 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 30% of the outstanding
     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, or shall have been granted an option, right or warrant,
     conditional or otherwise, to acquire beneficial ownership of more than 30%

     of any class or series of capital stock of the Company (including the
     Shares); or (ii) any person or group shall have entered into a definitive
     agreement or agreement in principle with the Company with respect to a
     Takeover Proposal or other business combination with the Company;
 
          (d) the Company's Board of Directors shall have withdrawn, or modified
     or changed in a manner adverse to Parent or the Purchaser (including by
     amendment of the Schedule 14D-9) its recommendation of the Offer, the
     Merger Agreement, or the Merger, or recommended another proposal or offer,
     or shall have resolved to do any of the foregoing; or
 
          (e) the Merger Agreement shall have been terminated in accordance with
     its terms;
 
which in the sole judgment of Parent or the Purchaser, in any such case, and
regardless of the circumstances (including any action or inaction by Parent or
the Purchaser giving rise to such condition) makes it inadvisable to proceed
with the Offer or with such acceptance for payment or payments.
 
     The foregoing conditions are for the sole benefit of the Purchaser and
Parent and may be waived by Parent or the Purchaser, in whole or in part at any
time and from time to time in the sole discretion of Parent or the Purchaser.
The failure by Parent or the Purchaser at any time to exercise any of the
foregoing rights shall not be deemed a waiver of any such right and each such
right shall be deemed an ongoing right which may be asserted at any time and
from time to time.
 
     11. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.
 
     General.  Except as otherwise disclosed herein, based on a review of
publicly available information filed by the Company with the SEC, neither the
Purchaser nor Parent is aware of (i) any license or regulatory permit that
appears to be material to the business of the Company and its subsidiaries,
taken as a whole, that might be adversely affected by the acquisition of Shares
by the Purchaser pursuant to the Offer or 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 the Purchaser as contemplated herein. Should any such
approval or other action be required, the Purchaser currently contemplates that
such approval or action would be sought. While the Purchaser does not currently
intend to delay the acceptance for payment of Shares tendered pursuant to the
Offer pending the outcome of any such matter, there can be no assurance that any
such approval or action, if needed, would be obtained or would be obtained
without substantial
 
                                       49

conditions or that adverse consequences might not result to the business of the
Company, the Purchaser or Parent or that certain parts of the businesses of the
Company, the Purchaser or Parent might not have to be disposed of in the event
that such approvals were not obtained or any other actions were not taken. The
Purchaser's obligation under the Offer to accept for payment and pay for Shares
is subject to certain conditions. See Section 10.

     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 Federal Trade Commission (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 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 Parent's and the Company'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. Parent has
complied with these contemporaneous filing requirements and, therefore, believes
such the notice and waiting period requirements of the HSR Act do not apply to
the Transaction.
 
     ICC Matters.  By decision served March 7, 1995 and scheduled to become
effective on April 6, 1995, the ICC determined that the common control of
Parent's railroad subsidiaries and the Company's railroad subsidiaries is in the
public interest, and authorized Parent, the Company and their affiliates to
effectuate such common control, either through marketing and operating
coordinations short of a full integration of the railroads, or through a full
integration of the railroads, such as Parent intends to effectuate following
consummation of the Offer and the Merger. Except for imposing the Labor
Conditions and the Soo Condition, the ICC rejected all requests to impose
conditions on its approval of common control.
 
     The ICC's March 7, 1995 order directed the Company and Soo to attempt to
agree on terms to implement the Soo Condition, and, by March 17, 1995, either to
submit agreed terms or to submit separate proposals for terms. The order
indicated that the ICC intended to decide upon the terms to implement the
condition in time for the condition to become effective on the April 6, 1995
effective date for the order approving common control. The Company and Soo were
unable to agree on terms by March 17, and on that date submitted separate
proposals for terms to the ICC. Soo has argued that, under the condition, there
should be no restrictions on which railroads can be admitted without the
Company's consent to the Soo-CNW joint facilities that are the subject of the
condition, and on what traffic flows those railroads can carry; the Company has
argued that certain restrictions should apply. Parent and the Company expect the
ICC to resolve this matter by choosing between the Soo and the Company proposals
on or before April 6, 1995 so that both the Soo Condition and the control
authority can become effective on that date. No party sought a stay of the
effectiveness of the ICC order within the 10-day period provided for under the
ICC's rules. However, there can be no assurance that the ICC order authorizing
common control of Parent's railroad subsidiaries and the Company's railroad
subsidiaries will become final and effective on April 6, 1995.
 
     Parent and the Company intend to seek a declaration of the ICC that the
terms of the Merger are just and reasonable prior to consummating the Merger.
Stockholders will have an opportunity to participate in this ICC proceeding. See
'DISSENTERS' RIGHTS.'
 
     State Takeover Statutes.  As a Delaware corporation, the Company is subject
to Section 203 ('Section 203') of Delaware Law. 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
 
                                       50

outstanding voting stock of the corporation not owned by the Interested
Stockholder. In accordance with the provisions of the Company's Restated
Certificate of Incorporation and Section 203, the Board has, to the extent
required, approved the transactions contemplated by the Merger Agreement,
including Purchaser's acquisition of Shares pursuant to the Offer. Accordingly,
the transactions contemplated by the Merger Agreement, including Purchaser's
acquisition of Shares pursuant to the Offer, 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 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.
 
     The Company, directly or through subsidiaries, conducts business in a
number of states throughout the United States, some of which have enacted
takeover laws. The Purchaser does not know whether any of these laws will, by
their terms, apply to the Offer and has not complied with any such laws. Should
any person seek to apply any state takeover law, the Purchaser 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
and the Merger, and an appropriate court does not determine that it is

inapplicable or invalid as applied to the Offer, the Purchaser might be required
to file certain information with, or receive approvals from, the relevant state
authorities. In addition, if enjoined, the Purchaser might be unable to accept
for payment any Shares tendered pursuant to the Offer, or be delayed in
continuing or consummating the Offer. In such case, the Purchaser may not be
obligated to accept for payment any Shares tendered. See Section 10.
 
     12. FEES AND EXPENSES.
 
     CS First Boston is acting as the Dealer Manager in connection with the
Offer and is acting as financial advisor to Parent in connection with its effort
to acquire the Company. Parent has agreed to pay CS First Boston for its
services a retainer fee of $500,000 (the 'Retainer Fee'), an announcement fee of
$750,000 (the 'Announcement Fee'), payable upon the first public announcement of
the Transaction, and a transaction fee payable in connection with Parent's
proposed acquisition of the Company, based upon the size of such transaction,
but in an amount not to exceed $8 million (the 'Transaction Fee'), $2 million of
which is payable for prior services of CS First Boston rendered in connection
with Parent's investment in the Company unrelated to the Transaction. See
'SPECIAL FACTORS--Background of the Transaction.' Any portion of the Retainer
Fee and Announcement Fee paid prior to the consummation of Parent's acquisition
of the Company will be fully credited against the Transaction Fee. Parent has
agreed to reimburse CS First Boston for its reasonable out-of-pocket expenses,
including the fees and expenses of its legal counsel, incurred in connection
with its engagement, and to indemnify CS First Boston and certain related
persons against certain liabilities and expenses in connection with its
engagement, including certain liabilities under the federal securities laws.
Parent has also agreed that CS First Boston will have a right of first
opportunity for a two-year period to act as Parent's exclusive financial advisor
in connection with (i) any dispositions or divestitures of the assets or
securities of the Company acquired in the Transaction or (ii) any transactions
regarding trackage, haulage or other operating rights resulting from the
Transaction, with fees and other conditions of such future transactions to be
mutually agreed upon. CS First Boston has rendered various investment banking
and other advisory services to Parent and its affiliates in the past and is
expected to continue to render such services, for which it has received and will
continue to receive customary compensation from Parent and its affiliates. See
'SPECIAL FACTORS--Opinion of The Blackstone Group L.P.' for a description of the
Company's fee arrangements with Blackstone.
 
     The Purchaser has retained Morrow & Co., Inc. ('Morrow') to act as the
Information Agent in connection with the Offer. The Information Agent may
contact holders of Shares by mail, telephone, facsimile, telegraph and personal
interviews and may request brokers, dealers and other nominee stockholders to
forward materials
 
                                       51

relating to the Offer to beneficial owners of Shares. The Information Agent will
receive reasonable and customary compensation for its services, will be
reimbursed for certain reasonable out-of-pocket expenses and will be indemnified
against certain liabilities and expenses in connection therewith, including
certain liabilities under the federal securities laws.

     Citibank, N.A. has been retained as the Depositary. The Depositary has not
been retained to make solicitations or recommendations in its role as
Depositary. The Depositary will receive reasonable and customary compensation
for its services, will be reimbursed for certain reasonable out-of-pocket
expenses and will be indemnified against certain liabilities and expenses in
connection therewith, including certain liabilities under the federal securities
laws.
 
     It is estimated that the expenses incurred in connection with the
Transaction will be approximately as set forth below:

                                                               
Filing Fees....................................................   $   237,166
Dealer Manager/Financial.......................................     6,000,000
Blackstone Fees................................................     6,000,000
Information Agent Fees.........................................         2,500
Depositary Fees................................................        40,000
Legal Fees.....................................................     3,000,000
Printing and Mailing Costs.....................................       100,000
Miscellaneous..................................................       120,334
                                                                  -----------
Total..........................................................    15,500,000
                                                                  -----------
                                                                  -----------

     Except as set forth above, the Purchaser will not pay any fees or
commissions to any broker or dealer or any other person for soliciting tenders
of Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust
companies will, upon request only, be reimbursed by the Purchaser for customary
mailing and handling expenses incurred by them in forwarding material to their
customers.
 
     13. MISCELLANEOUS.  The Purchaser is not aware of any jurisdiction where
the making of the Offer is prohibited by any administrative or judicial action
pursuant to any valid state statute. If the Purchaser becomes aware of any valid
state statute prohibiting the making of the Offer or the acceptance of the
Shares pursuant thereto, the Purchaser will make a good faith effort to comply
with such state statute. If, after such good faith effort, the Purchaser cannot
comply with any such state statute, the Offer will not be made to (nor will
tenders be accepted from or on behalf of) the holders of Shares in such state.
In any jurisdiction where the securities, blue sky or other laws require the
Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be
made on behalf of the Purchaser by the Dealer Manager or one or more registered
brokers or dealers which are licensed under the laws of such jurisdiction.
 
     NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF PARENT OR THE PURCHASER NOT CONTAINED IN THIS OFFER
TO PURCHASE OR IN THE LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
 
     Parent and the Purchaser have filed with the SEC the Schedule 14D-1,
together with exhibits, pursuant to Rule 14d-3 of the General Rules and

Regulations under the Exchange Act, furnishing certain additional information
with respect to the Offer; Parent, the Purchaser and the Company have filed with
the SEC the Schedule 13E-3 together with exhibits, with respect to the Offer;
and the Company has filed with the SEC the Solicitation/Recommendation Statement
on Schedule 14D-9, together with exhibits, with respect to the Offer. The
Company's recommendation with respect to the Offer and other information
required to be disseminated to stockholders of the Company pursuant to Rule
14d-9 is contained in the Offer to Purchase. Such statements, including exhibits
and any amendments thereto, which furnish certain additional information with
respect to the Offer, may be inspected at, and copies may be obtained from, the
same places and in the same manner as set forth in Section 7 (except that they
will not be available at the regional offices of the SEC).
 
                                          UP RAIL, INC.
 
March 23, 1995
 
                                       52

                                   SCHEDULE I
 
               INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
                OFFICERS OF PARENT, UNION PACIFIC HOLDINGS, INC.
                               AND THE PURCHASER
 
     1.  Directors and Executive Officers of Parent.  Set forth below is the
name, current business address, citizenship and the present principal occupation
or employment and material occupations, positions, offices or employments for
the past five years of each director and executive officer of Parent. Unless
otherwise indicated, each person identified below is employed by Parent. The
principal address of Parent and, unless otherwise indicated below, the current
business address for each individual listed below is Martin Tower, Eighth and
Eaton Avenues, Bethlehem, Pennsylvania 18018. Directors are identified by an
asterisk. Each director and executive officer listed below is a citizen of the
United States.

NAME AND CURRENT                                      PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
BUSINESS ADDRESS                                  MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- ------------------------------------  ---------------------------------------------------------------------------
                                   
*Drew Lewis ........................  Chairman and Chief Executive Officer of Parent. Director, American Express
                                      Company, AT&T Corp., Ford Motor Company, FPL Group, Inc.
*L. White Matthews, III ............  Executive Vice President-Finance of Parent; Director, the Pilot Funds.
Ursula F. Fairbairn ................  Senior Vice President-Human Resources of Parent since April 1990; prior
                                      thereto, Mrs. Fairbairn served as Director of Education and Management
                                      Development for International Business Machines Corporation. Director,
                                      Menasha Corporation, Armstrong World Industries, VF Corporation.
Carl W. von Bernuth ................  Senior Vice President and General Counsel of Parent since September 1991;
                                      prior thereto, Mr. von Bernuth served as Vice President and General Counsel
                                      of Parent.
Charles E. Billingsley .............  Vice President and Controller of Parent since January 1990; prior thereto,
                                      Mr. Billingsley served as Controller of Parent.
James D. Douglas ...................  President and Chief Operating Officer of Overnite Transportation Company
                                      ('Overnite') since February 1995. From July 1993 through January 1995, Mr.
                                      Douglas served as Senior Vice President-Finance and Administration of
                                      Overnite; from March 1991 through June 1993, Mr. Douglas served as Vice
                                      President--Finance of Overnite; prior thereto, Mr. Douglas served as
                                      Assistant Controller--Accounting of Parent.
*Richard K. Davidson ...............  President of Parent; Chairman and Chief Executive Officer of UPRR;
1416 Dodge Street                     Director, FirsTier Financial, Inc., California Energy Company, Inc.
Omaha, NE 68179
John E. Dowling ....................  Vice President-Corporate Development of Parent since January 1990; prior
                                      thereto, Mr. Dowling served as Vice President-Financial Administration of
                                      Parent.
John B. Gremillion, Jr. ............  Vice President-Taxes of Parent since February 1992; prior thereto, Mr.
                                      Gremillion served as Director of Taxes of Parent.
Mary E. McAuliffe ..................  Vice President-External Relations of Parent since December 1991; prior
555 13th Street, N.W.                 thereto, Ms. McAuliffe served as Director-Washington Affairs,
Suite 450W                            Transportation and Tax of Parent.

Washington, DC 20004
Gary F. Schuster ...................  Vice President-Corporate Relations of Parent.
Gary M. Stuart .....................  Vice President and Treasurer of Parent since January 1990; prior thereto,
                                      Mr. Stuart served as Treasurer of Parent.

                                      I-1

NAME AND CURRENT                                      PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
BUSINESS ADDRESS                                  MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- ------------------------------------  ---------------------------------------------------------------------------
                                   
Judy L. Swantak ....................  Vice President and Corporate Secretary of Parent since September 1991; from
                                      March 1990 to September 1991, Mrs. Swantak served as Corporate Secretary of
                                      Parent and prior thereto served as Assistant Secretary of Parent.
*Robert P. Bauman ..................  Chairman, British Aerospace, p.l.c., aircraft and aerospace manufacturer,
SmithKline Beecham                    London, England. Director, Capital Cities/ABC, Inc., CIGNA Corporation,
Consumer Healthcare                   Reuters Holdings p.l.c., Russell Reynolds Associates, Inc.
1500 Littleton Road
Parsippany, NJ 07054
*Richard B. Cheney .................  Former Secretary of Defense. Senior Fellow, American Enterprise Institute,
American Enterprise Institute         public policy research, Washington, D.C. Director, IGI Inc., Morgan Stanley
1150 17th Street, NW                  Group Inc., Procter & Gamble Co., US WEST, Inc.
Suite 1100
Washington, DC 20036
*E. Virgil Conway ..................  Financial Consultant. Chairman, Financial Accounting Standards Advisory
101 Park Avenue                       Council. Director, Accu-Health, Inc., Centennial Insurance Company,
31st Floor                            Metropolitan Transportation Authority, Trism, Inc. Trustee, Atlantic Mutual
New York, NY 10178                    Insurance Company, Consolidated Edison Company of New York, Inc., HRE
                                      Properties, Mutual Funds Managed by Phoenix Home Life.
*Spencer F. Eccles .................  Chairman and Chief Executive Officer, First Security Corporation, bank
First Security Corporation            holding company, Salt Lake City, Utah. Director, Anderson Lumber Co., First
P.O. Box 30006                        Security Bank of Utah, Zion's Cooperative Mercantile Institution.
Salt Lake City, UT 84130
*Elbridge T. Gerry, Jr. ............  Partner, Brown Brothers Harriman & Co., bankers, New York, New York.
Brown Brothers Harriman & Co.
59 Wall Street
New York, NY 10005
*William H. Gray, III ..............  President, United Negro College Fund, Inc., educational assistance, New
United Negro College Fund, Inc.       York, NY. Director, Chase Manhattan Corp., Lotus Development Corp., MBIA
8260 Willow Oaks Corporate Drive      Inc., Prudential Insurance Company of America, Rockwell International
P.O. Box 10444                        Corporation, Warner Lambert Company, Westinghouse Electric Corporation.
Fairfax, VA 22031
*Judith Richards Hope ..............  Senior Partner, Paul, Hastings, Janofsky & Walker, law firm, Los Angeles,
Paul, Hastings, Janofsky & Walker     California and Washington D.C. Director, The Budd Company, General Mills,
1299 Pennsylvania Ave., NW            Inc., Russell Reynolds Associates, Inc., Zurich Reinsurance Center
Tenth Floor                           Holdings, Inc. Member, The Harvard Corporation (The President and Fellows
Washington, DC 20004                  of Harvard College).
*Lawrence M. Jones .................  Retired Chairman and Chief Executive Officer, The Coleman Company, Inc.
The Coleman Company, Inc.             Director, Coleman Company, Inc., Fleming Companies, Inc., Fourth Financial
250 N. St. Francis Street             Corp.
P.O. Box 1762

Wichita, KS 67201
*Richard J. Mahoney ................  Chairman and Chief Executive Officer, Monsanto Company. Director,
Monsanto Company                      Metropolitan Life Insurance Company.
800 N. Lindbergh Boulevard
St. Louis, MO 63167

                                      I-2

NAME AND CURRENT                                      PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
BUSINESS ADDRESS                                  MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- ------------------------------------  ---------------------------------------------------------------------------
                                   
*Claudine B. Malone ................  President, Financial and Management Consulting, Inc., management
Financial and Management              consulting. Director, Dell Computer Corporation, Hannaford Brothers,
Consulting, Inc.                      Hasbro, Inc., Houghton Mifflin Company, Mallinckrodt Group, Lafarge
7570 Potomac Fall Road                Corporation, The Limited, Inc., S.A.I.C., Scott Paper Company. Trustee,
McLean, VA 22102                      Penn Mutual Life Insurance Co.
*Jack L. Messman ...................  President and Chief Executive Officer, Union Pacific Resources Company.
Union Pacific Resources Company       Director, Cambridge Technologies Partners, Inc., Novell, Inc., Safeguard
801 Cherry Street                     Scientifics, Inc., Tandy, Inc., WaWa, Inc.
Fort Worth, TX 76102
*John R. Meyer .....................  Professor, Harvard University, Cambridge, Massachusetts. Director, The Dun
Center for Business and Government    & Bradstreet Corporation, Rand McNally Co., Inc. Trustee, Mutual Life
Harvard University                    Insurance Company of New York.
79 Kennedy Street
Cambridge, MA 02138
*Thomas A. Reynolds, Jr. ...........  Chairman Emeritus, Winston & Strawn, law firm, Chicago, Illinois, New York,
Winston & Strawn                      New York and Washington, D.C. Director, Gannett Co., Inc., Jefferson
35 West Wacker Drive                  Smurfit Group.
Suite 4700
Chicago, IL 60601
*James D. Robinson, III ............  President, J. D. ROBINSON INC., a strategic advisory company, and
New York, New York                    Principal, RRE Investors, LLC, a private investment company, New York, NY.
J.D. ROBINSON INC.                    Former Chairman and CEO, American Express Company. Director, Alexander &
126 East 56th Street                  Alexander Services, Inc., Bristol Myers/Squibb Company, The Coca-Cola
26th Floor                            Company, First Data Corporation, New World Communications Group, Inc.
New York, NY 10022                    Senior Advisor, Trust Company of the West.
*Robert W. Roth ....................  Retired President and Chief Executive Officer, Jantzen, Inc.
1580 Griffen Rd.
Pebble Beach, CA 93953
*Richard D. Simmons ................  President, International Herald Tribune, communications, Washington, D.C.
International Herald Tribune          Director, International Herald Tribune, J.P. Morgan & Co., Incorporated,
1150 15th Street, NW                  Morgan Guaranty Trust Company of New York, The Washington Post Company,
Washington, DC 20071                  Yankee Publishing.

     Except for the directors listed below, each of the directors named in the
preceding tables has held the indicated office or position in his or her
principal occupation for at least five years. Each of the directors listed below
held the office or position first indicated as of five years ago.

     Mr. Robert P. Bauman was Chief Executive of SmithKline Beecham p.l.c.
through April 1994 and since such date has been non-executive Chairman of
British Aerospace, p.l.c.
 
     Mr. Richard B. Cheney served as Secretary of Defense through January 20,
1993, and since such date has been Senior Fellow, American Enterprise Institute.
 
     Mr. Richard K. Davidson was Executive Vice President of the Railroad until
August 7, 1991, President and Chief Executive Officer of UPRR and MPRR until
September 17, 1991, and since such latter date has been Chairman and Chief
Executive Officer of UPRR and MPRR. Mr. Davidson has also been President of
Parent since May 26, 1994.
 
     Mr. William H. Gray, III, served as a member of the United States House of
Representatives from the Second District of Pennsylvania through August 1991 and
since such date has been President of United Negro College Fund, Inc.
 
                                      I-3

     Mr. Lawrence M. Jones was President and Chief Executive Officer of The
Coleman Company, Inc. through September 1990, and Chairman and Chief Executive
Officer of Coleman through December 31, 1993.
 
     Mr. Drew Lewis was Chairman, President and Chief Executive Officer of
Parent through May 26, 1994 and since such date has been Chairman and Chief
Executive Officer of Parent. Mr. Lewis also served as Chairman of the Railroad
during August and September 1991.
 
     Mr. L. White Matthews, III, was Senior Vice President--Finance of Parent
until April 16, 1992 and since such date has been Executive Vice
President--Finance of Parent.
 
     Mr. Jack L. Messman was Chairman and Chief Executive Officer of USPCI,
Inc., to May 1, 1991 and since such date has been President and Chief Executive
Officer of Union Pacific Resources Company. Mr. Messman continued as Chairman of
USPCI through December 31, 1994.
 
     Mr. Thomas A. Reynolds, Jr., was Chairman of Winston & Strawn through
December 31, 1992 and since such date has been Chairman Emeritus of such firm.
 
     Mr. James D. Robinson, III, was Chairman, President and Chief Executive
Officer of American Express Company through July 1991, Chairman and Chief
Executive Officer from August 1991 through January 25, 1993, and Chairman from
January 26 through February 22, 1993.
 
     Mr. Richard D. Simmons was President of The Washington Post Co.
(communications) through May 1991 and since such date has been President of
International Herald Tribune.
 
     2.  Directors and Executive Officers of Union Pacific Holdings, Inc. ('UP
Holdings').  The name and present position with UP Holdings of each of the
directors and executive officers of UP Holdings are set forth below. The
business address of each person listed below is Martin Tower, Eighth and Eaton
Avenues, Bethlehem, Pennsylvania 18018. Each director and executive officer

listed below is a citizen of the United States. Directors are identified by an
asterisk. The present principal occupation or employment and material
occupations, positions, offices or employments for the past five years of each
such person are set forth in Part 1 above.

NAME                                  PRESENT POSITION WITH UP HOLDINGS
- ------------------------------------  ---------------------------------------------------------------------------
                                   
*Drew Lewis.........................  Chairman
*L. White Matthews, III.............  Executive Vice President--Finance
*Carl W. von Bernuth................  Senior Vice President and General Counsel
 Charles E. Billingsley.............  Vice President and Controller
 John B. Gremillion, Jr.............  Vice President--Taxes
 Gary M. Stuart.....................  Vice President and Treasurer
 Judy L. Swantak....................  Vice President and Secretary

     3.  Directors and Executive Officers of the Purchaser.  Set forth below are
the name and present position with the Purchaser of each director and executive
officer of the Purchaser. The principal address of the Purchaser and the current
business address for each individual listed below is Martin Tower, Eighth and
Eaton Avenues, Bethlehem, Pennsylvania 18018. Directors are identified by an
asterisk. Each such person is a citizen of the United States. The present
principal occupation or employment and material occupations, positions, offices
or employments for the past five years of each such person are set forth in Part
1 above.
 
                                      I-4

NAME                                  PRESENT POSITION WITH THE PURCHASER
- ------------------------------------  ---------------------------------------------------------------------------
                                   
*L. White Matthews, III.............  President
*Carl W. von Bernuth................  Vice President and Assistant Secretary
 John B. Gremillion, Jr.............  Vice President--Taxes
*John E. Dowling....................  Vice President
 Judy L. Swantak....................  Vice President and Secretary
 Gary M. Stuart.....................  Vice President and Treasurer

                                      I-5

                                  SCHEDULE II
 
               INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
                            OFFICERS OF THE COMPANY
 
     1.  Directors and Executive Officers of the Company.  Set forth below is
the name, current business address, citizenship and the present principal
occupation or employment and material occupations, positions, offices or
employments for the past five years of each director and executive officer of
the Company. Unless otherwise indicated, each person identified below is
employed by the Company. The principal address of the Company, and, unless
otherwise indicated below, the current business address for each individual
listed below is 165 North Canal Street, Chicago, Illinois 60606. Directors are
identified by an asterisk. Each such person is a citizen of the United States.

                                                            PRESENT PRINCIPAL OCCUPATION OR
          NAME AND CURRENT                                EMPLOYMENT; MATERIAL POSITIONS HELD
          BUSINESS ADDRESS                                     DURING THE PAST FIVE YEARS
- -------------------------------------  --------------------------------------------------------------------------
                                    
* Robert Schmiege ...................  Chairman and Chief Executive Officer since August of 1988; President and
                                         Director since July of 1988.
 
* James E. Martin ...................  Director since May of 1992; Executive Vice President--Operations since May
                                         of 1994; President of the Belt Railway Company of Chicago from 1989 to
                                         April of 1994.
 
F. Gordon Bitter.....................  Senior Vice President--Finance and Accounting since October of 1994;
                                         Senior Vice President of The Perkin-Elmer Corporation and President of
                                         the Metco Division from 1992 to December of 1993; Senior Vice
                                         President--Finance and Administration of The Perkin-Elmer Corporation
                                         from 1990 to 1992, and Vice President--Finance and Chief Financial
                                         Officer from May of 1988 to December of 1991.
 
Paul A. Lundberg.....................  Senior Vice President--Transportation Services since May of 1994; Vice
                                         President--Labor Relations from July of 1989 to April of 1994.
 
Arthur W. Peters.....................  Senior Vice-President--Sales and Marketing since June of 1988.
 
Dennis E. Waller.....................  Senior Vice-President--Engineering and Equipment since May of 1994; Vice
                                         President--Engineering and Materials from October of 1990 to April of
                                         1994; Vice President--Motive Power and Materials from December of 1988
                                         to September of 1990.
 
* Richard K. Davidson ...............  Director since September 1991; President of Parent since May of 1994;
  Martin Tower                           Chairman and Chief Executive Officer of UPRR and MPRR since September of
  Eighth and Eaton Avenues               1991; President and Chief Executive Officer of UPRR from August of 1991
  Bethlehem, PA 18018                    to September of 1991; Executive Vice President--Operations of UPRR from
                                         1989 to 1991; Mr. Davidson is also a director of FirstTier Financial,
                                         Inc. and California Energy Company, Inc. Mr. Davidson was designated as

                                         a director of the Company by the Purchaser. Certain of the executive
                                         officers of the Company are obligated to vote their shares to elect Mr.
                                         Davidson and to assure certain other representation of the Purchaser on
                                         the Company's Board of Directors.
 
* James J. Mossman ..................  Director since February 1990 and Vice President, Assistant Treasurer and
  345 Park Avenue                        Assistant Secretary from October of 1989 through January of 1992;
  31st Floor                             General Partner of Blackstone Group Holdings L.P. since 1990. Mr.
  New York, NY 10154                     Mossman is a director of Collins & Aikman Corporation, Great Lakes
                                         Dredge and Dock Corporation, Transtar Holdings, L.P. and Transtar
                                         Capital Corporation.

                                      II-1

                                                            PRESENT PRINCIPAL OCCUPATION OR
          NAME AND CURRENT                                EMPLOYMENT; MATERIAL POSITIONS HELD
          BUSINESS ADDRESS                                     DURING THE PAST FIVE YEARS
- -------------------------------------  --------------------------------------------------------------------------
                                    
* Harold A. Poling ..................  Director since November of 1993; Chairman and Chief Executive Officer of
  Regent Court Building                  Ford Motor Company from March of 1990 until his retirement in November
  Suite 1080                             of 1993; Vice Chairman and Chief Operating Officer from October of 1987
  16800 Executive Plaza Drive            to February of 1990. Mr. Poling is a director of Shell- Oil Company, LTV
  Dearborn, MI 48126                     Corporation, Kellogg Company, Flint Ink Corporation, the PGA Tournament
                                         Policy Board, and is a member of the BHP International Advisory Council
                                         and the VIAG International Board.
 
* Samuel K. Skinner .................  Director since November of 1993; President and director of Commonwealth
  First National Bank Building           Edison Company since February of 1993; prior to February of 1993,
  10 South Dearborn                      General Chairman of the Republican National Committee, Chief of Staff to
  37th Floor                             the President of the United States, and Secretary of Transportation. Mr.
  Chicago, IL 60603                      Skinner is director of LTV Corporation.
 
* James R. Thompson .................  Director since May of 1992; Chairman of Winston & Strawn since January of
  35 West Wacker Drive                   1993; Partner and Chairman of the Executive Committee of Winston &
  46th Floor                             Strawn since 1991. Governor of Illinois from 1977 until 1991. Governor
  Chicago, IL 60601-9703                 Thompson is a member of the Board of Directors of FMC Corporation,
                                         American Publishing Company, Jefferson Smurfit Company, Prime Retail,
                                         Inc., Wackenhut Corrections Corp., Pechiney International, the Chicago
                                         Board of Trade, and on the International Advisory Board of the Bank of
                                         Montreal.

                                      II-2

                                  SCHEDULE III
 
                 TRANSACTIONS IN SHARES DURING THE PAST 60 DAYS
                          BY THE PURCHASER AND PARENT
 
                                      NONE
 
                                     III-1

                     [Letterhead of The Blackstone Group]

                                                                     EXHIBIT 1

                                                   March 16, 1995

Board of Directors
Chicago and North Western
  Transportation Company
165 North Canal Street
Chicago, Illinois 60606

Dear Sirs:

You have asked our opinion with respect to the fairness from a financial point
of view to the holders of Common Stock of Chicago and North Western
Transportation Company ("CNW" or the "Company") of the cash consideration to be
received by such holders pursuant to the Agreement and Plan of Merger, dated as
of the date hereof (the "Merger Agreement"), among CNW, Union Pacific
Corporation ("UP") and an indirect wholly owned subsidiary of UP (the
"Purchaser"). The Merger Agreement provides, among other things, that the
Purchaser will make a cash tender offer for all outstanding shares of Common
Stock of CNW at $35.00 per share (the "Offer"), and that following consummation
of the Offer, the Purchaser will merge with CNW in a transaction (the "Merger")
in which all outstanding shares of Common Stock of CNW, other than shares held
by UP and its subsidiaries, will be converted into the right to receive $35.00
per share in cash.

In arriving at our opinion, we have reviewed the Merger Agreement and related
documents, certain publicly available information relating to the business,
financial condition and operations of CNW, and certain financial and other
information, including financial forecasts, furnished to us by CNW that is not
publicly available. We have met with certain senior officers of the Company to
discuss the operations, financial condition, history and prospects of CNW's
businesses.

In conducting our analysis, we have considered the terms of the Merger
Agreement; stock price data, the historical and current financial position and
the historical and projected cash flows and results of operations of the
Company; historical financial information and stock price data with respect to
certain public companies with operations that we considered comparable to those
of CNW; and prices paid in certain other business combinations involving
companies with operations that we considered comparable to CNW. In addition to
the foregoing, we have conducted such other analyses and examinations as we have
deemed necessary in arriving at our opinion. We have not approached third
parties to solicit indications of interest in acquiring the Company.

Board of Directors
Chicago and North Western Transportation Company
Page 2

In the course of our investigation, we have relied upon, and have assumed the
accuracy and completeness of, publicly available information and the financial
and other information provided to us by the Company, but we have not assumed any
responsibility for independent verification of any of the foregoing information.
With respect to financial forecasts, we have relied upon the Company's
assurances that they have been reasonably prepared on bases reflecting the best
currently available estimates and judgments of the Company's management as to
the future financial performance of CNW. We express no view as to such financial
forecasts or the assumptions on which they were based. In addition, we have not
made an independent evaluation or appraisal of the assets of CNW, nor have we
been furnished with any such evaluation and appraisals. Our opinion is based on
circumstances existing and disclosed to us as of the date hereof.

We have acted as financial advisor to the Company in connection with the Offer
and the Merger and will receive a fee for our services, including for rendering
this opinion. In addition, an affiliate of The Blackstone Group L.P. owns shares
of Common Stock of the Company amounting to less than 0.1% of the total issued
and outstanding Common Stock, and a partner of the Blackstone Group L.P. is a
member of the Board of  Directors of the Company. The Blackstone Group L.P. has
performed various financial advisory services for the Company in the past and
has received fees for such services.

Based upon and subject to the foregoing, it is our opinion that, as of the date
hereof, the cash consideration to be received by holders of Common Stock of CNW
pursuant to the Offer and the Merger is fair to such holders of Common Stock of
CNW from a financial point of view.

                                      Very truly yours,

                                      THE BLACKSTONE GROUP L.P.

                                      By:    /s/ J. Tomilson Hill
                                          ---------------------------
                                               J. Tomilson Hill

                                                                      EXHIBIT II
 
                      CONSOLIDATED FINANCIAL STATEMENTS OF
       CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY AND SUBSIDIARIES
 
                        CONSOLIDATED STATEMENT OF INCOME

                                                                                      YEARS ENDED DECEMBER 31,
                                                                                  --------------------------------
                                                                                    1994        1993        1992
                                                                                  --------    --------    --------
                                                                                  (MILLIONS OF DOLLARS EXCEPT FOR
                                                                                         PER SHARE AMOUNTS)
                                                                                                 
Operating revenues.............................................................   $1,129.8    $1,043.2    $  985.0
Operating expenses.............................................................      903.9       834.1       810.8
                                                                                  --------    --------    --------
Operating income...............................................................   $  225.9    $  209.1    $  174.2
Other income, net..............................................................        7.1        11.0         8.1
Interest expense...............................................................       97.5       105.4       126.1
                                                                                  --------    --------    --------
Income before income taxes.....................................................   $  135.5    $  114.7    $   56.2
Income taxes...................................................................       51.5        50.7        18.8
                                                                                  --------    --------    --------
Income before extraordinary item and cumulative effect of a change in method of
  accounting...................................................................   $   84.0    $   64.0    $   37.4
Extraordinary loss on prepayment of long-term debt, net of income taxes........         --       (10.8)      (91.0)
Cumulative effect of a change in method of accounting for other postretirement
  benefits, net of income taxes................................................         --          --        (2.6)
                                                                                  --------    --------    --------
Net income (loss)..............................................................   $   84.0    $   53.2    $  (56.2)
Preferred stock dividends......................................................         --          --        11.9
Excess of liquidation value over carrying value of preferred stock called for
  redemption...................................................................         --          --        46.8
                                                                                  --------    --------    --------
Income (loss) available for common shareholders................................   $   84.0    $   53.2    $ (114.9)
                                                                                  --------    --------    --------
Earnings (loss) per common share:
  Before extraordinary item and cumulative effect of a change in method of
     accounting................................................................   $   1.86    $   1.44    $   (.58)
  Extraordinary item...........................................................         --        (.24)      (2.50)
  Cumulative effect of a change in method of accounting........................         --          --        (.07)
                                                                                  --------    --------    --------
  Total........................................................................   $   1.86    $   1.20    $  (3.15)
                                                                                  --------    --------    --------
Shares used in earnings per share computation (thousands)......................     45,092      44,261      36,457
                                                                                  --------    --------    --------
                                                                                  --------    --------    --------

          See accompanying Notes to Consolidated Financial Statements.
 
                                       1

                      CONSOLIDATED FINANCIAL STATEMENTS OF
       CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY AND SUBSIDIARIES
 
                           CONSOLIDATED BALANCE SHEET

                                                                                                         DECEMBER 31,
                                                                                              ----------------------------------
                                          ASSETS                                                   1994               1993
- -------------------------------------------------------------------------------------------   ---------------    ---------------
                                                                                                    (MILLIONS OF DOLLARS)
                                                                                                           
Current assets:
  Cash and cash equivalents................................................................      $      105.4       $       70.9
  Accounts receivable......................................................................             143.7              140.9
  Materials and supplies...................................................................              27.6               27.7
  Prepaid expenses and other...............................................................               6.2                9.3
                                                                                              ---------------    ---------------
     Total current assets..................................................................      $      282.9       $      248.8
                                                                                              ---------------    ---------------
Property:
  Road.....................................................................................      $    2,055.0       $    1,938.6
  Equipment................................................................................             148.5              155.3
  Accumulated depreciation.................................................................            (330.7)            (273.1)
                                                                                              ---------------    ---------------
     Net property..........................................................................      $    1,872.8       $    1,820.8
Other assets...............................................................................              62.9               66.3
                                                                                              ---------------    ---------------
     Total assets..........................................................................      $    2,218.6       $    2,135.9
                                                                                              ---------------    ---------------
                                                                                              ---------------    ---------------
                           LIABILITIES AND SHAREHOLDERS' EQUITY
- -------------------------------------------------------------------------------------------
Current liabilities:
  Accounts payable and accrued expenses....................................................      $      212.1       $      179.4
  Payroll and vacation pay.................................................................              35.6               35.3
  Interest.................................................................................              10.7               10.9
  Taxes....................................................................................              19.9               16.2
                                                                                              ---------------    ---------------
     Total, excluding long-term debt due within one year...................................      $      278.3       $      241.8
                                                                                              ---------------    ---------------
  Long-term debt due within one year.......................................................              95.4               58.9
                                                                                              ---------------    ---------------
     Total current liabilities.............................................................      $      373.7       $      300.7
                                                                                              ---------------    ---------------
Casualties and environmental reserves......................................................              76.7               78.3
Other liabilities..........................................................................              68.6               84.3
Deferred income taxes......................................................................             350.0              303.6
Long-term debt, excluding amounts due within one year......................................           1,033.7            1,142.8
                                                                                              ---------------    ---------------
     Total liabilities.....................................................................      $    1,902.7       $    1,909.7

                                                                                              ---------------    ---------------
Shareholders' equity:
  Common stock, par value $.01 per share, authorized 250,000,000 shares of which
     125,000,000 are non-voting; issued and outstanding 44,063,235 and 43,650,561 shares,
     respectively (of which 12,835,304 are non-voting).....................................      $        0.4       $        0.4
  Capital surplus..........................................................................             543.2              537.5
  Retained income..........................................................................            (227.7)            (311.7)
                                                                                              ---------------    ---------------
     Total shareholders' equity............................................................      $      315.9       $      226.2
                                                                                              ---------------    ---------------
     Total liabilities and shareholders' equity............................................      $    2,218.6       $    2,135.9
                                                                                              ---------------    ---------------
                                                                                              ---------------    ---------------

          See accompanying Notes to Consolidated Financial Statements.
                                       2

       CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY AND SUBSIDIARIES
 
                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                                          YEARS ENDED DECEMBER 31,
                                                                                        -----------------------------
                                                                                         1994       1993       1992
                                                                                        -------    -------    -------
                                                                                            (MILLIONS OF DOLLARS)
                                                                                                     
Cash flow from operating activities:
  Net income (loss)..................................................................   $  84.0    $  53.2    $ (56.2)
  Items not affecting cash flow from operating activities:
    Depreciation.....................................................................      73.9       68.8       64.9
    Amortization of debt cost........................................................       7.2        8.1        8.7
    Gain from sales of property, net.................................................      (1.0)      (4.4)      (1.9)
    Deferred income taxes............................................................      49.3       49.4       18.8
    Extraordinary items, net.........................................................        --       10.8       91.0
    Cumulative effect of a change in method of accounting............................        --         --        2.6
  Changes in assets and liabilities:
    (Increase) decrease in accounts receivable.......................................      (2.8)     (11.2)      25.2
    (Increase) decrease in other current assets except cash..........................       3.2        3.8        7.1
    Increase (decrease) in accounts payable and accruals.............................      36.5        5.6      (39.3)
    Other, net.......................................................................     (20.7)      (3.5)       7.2
                                                                                        -------    -------    -------
Net cash flow from operating activities..............................................   $ 229.6    $ 180.6    $ 128.1
                                                                                        -------    -------    -------
Cash flow from financing activities:
  Proceeds from debt financing.......................................................   $   0.1    $   6.7    $ 758.5
  Proceeds from sale of common stock.................................................       2.8       26.4      216.0
  Payments on debt...................................................................     (57.2)     (50.9)     (54.1)
  Prepayment on long-term debt.......................................................     (16.0)     (32.9)    (842.9)
  Repurchase of interest rate swap agreements........................................        --         --       (7.2)
  Redeem preferred stock.............................................................        --         --     (124.7)
                                                                                        -------    -------    -------
Net cash flow used for financing activities..........................................   $ (70.3)   $ (50.7)   $ (54.4)
                                                                                        -------    -------    -------
Cash flow from investing activities:
  Additions to property..............................................................   $(140.7)   $(115.4)   $ (83.3)
  Proceeds from property dispositions................................................      14.5        9.9       12.8
  Other, net.........................................................................       1.4        2.3       (2.5)
                                                                                        -------    -------    -------
Net cash flow used for investing activities..........................................   $(124.8)   $(103.2)   $ (73.0)
                                                                                        -------    -------    -------
Increase in cash and cash equivalents................................................   $  34.5    $  26.7    $   0.7
Cash and cash equivalents--beginning of period.......................................      70.9       44.2       43.5
                                                                                        -------    -------    -------
                        --end of period..............................................   $ 105.4    $  70.9    $  44.2
                                                                                        -------    -------    -------
                                                                                        -------    -------    -------

 
          See accompanying Notes to Consolidated Financial Statements.
 
                                       3

       CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1. SUMMARY OF ACCOUNTING POLICIES
 
  a) Principles of Consolidation
 
     The consolidated financial statements reflect the results of operations and
financial position of the Company and its subsidiaries. All significant
intercompany transactions have been eliminated. The Company's primary
subsidiaries are the Chicago and North Western Railway Company (the 'Railway')
and Western Railroad Properties, Incorporated ('WRPI').
 
     WRPI's operations consist of the movement of unit coal trains from the
southern Powder River Basin in Wyoming to a connection with the Union Pacific
Railroad in Nebraska. The Railway operates WRPI under an agency agreement.
WRPI's assets include a 103-mile rail line, jointly owned with the Burlington
Northern Railroad; 101 miles of track and support facilities financed by a
capital lease with a trust ('WRPI Trust') for the benefit of a subsidiary of
Union Pacific Corporation (together with its subsidiaries 'UP'); a wholly-owned,
six-mile rail line; and certain other assets.
 
  b) Derivative Financial Instruments
 
     The Company uses a program of financial derivatives to limit its exposure
to interest rate volatility and fuel commodity price risks. Derivatives are not
held or issued for trading purposes and, therefore, are not marked to market.
 
     The Company is exposed to losses in the event of nonperformance by
counterparties to its derivative instruments. The Company anticipates that the
counterparties, each a financial institution with a minimum of an 'A' rating,
will be able to fully satisfy their obligations under the contracts.
 
     The Company's interest rate program includes the use of swap agreements and
caps. Gains and losses are reported as interest expense in the period realized.
(See Note 4 for descriptions of the classes of interest rate derivatives.)
 
     The Company's fuel program uses collars and caps. Gains or losses are
reported as fuel expense in the period realized. As of December 31, 1994, the
Company had purchased collars with a floor of 44 cents per gallon and a ceiling
of 56 cents per gallon covering ten million gallons of fuel per month (the
Company's approximate usage) for January through June 1995.
 
  c) Revenue Recognition
 
     The Company recognizes transportation revenue proportionately as shipments
move from origin to destination.
 
  d) Cash Equivalents
 
     Cash equivalents are highly liquid short-term investments purchased less
than ninety days from maturity and recorded at cost.

  e) Materials and Supplies
 
     Materials and supplies, which consist mainly of fuel oil and items to be
used for maintenance and capital additions to road and equipment properties, are
stated at average cost.
 
  f) Property and Depreciation
 
     Property balances include assets under capital leases with costs (before
accumulated depreciation) of $255.9 million and $256.6 million at December 31,
1994 and 1993, respectively.
 
                                       4

       CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
1. SUMMARY OF ACCOUNTING POLICIES--(CONTINUED)

     Depreciation is provided at composite straight-line rates except for the
track structure components of WRPI, which are depreciated on the unit of
production method. For 1994, 1993 and 1992, the overall depreciation provision
approximated an annual rate of 4.2%, 4.4% and 4.2%, respectively, of depreciable
property.
 
     Additions and renewals constituting a unit of property are capitalized.
Other renewals, repairs and maintenance are charged to expense. Track removal
costs and costs of units of property retired or replaced, less salvage, are
charged to accumulated depreciation. Overhead costs related to assets
constructed by Company personnel are capitalized.
 
  g) Changes in Method of Accounting
 
     Effective January 1, 1992, the Company adopted Statement of Financial
Accounting Standards ('SFAS') No. 106, 'Employers' Accounting for Postretirement
Benefits Other than Pensions,' and SFAS No. 112, 'Employers' Accounting for
Postemployment Benefits.'
 
2. INCOME TAXES
 
     The provision (benefit) for income taxes consisted of the following:

                                                                                 YEARS ENDED DECEMBER 31,
                                                                                 ------------------------
                                                                                 1994     1993      1992
                                                                                 -----    -----    ------
                                                                                  (MILLIONS OF DOLLARS)
                                                                                          
Provision (benefit) from:
  Continuing operations.......................................................   $51.5    $50.7    $ 18.8
  Extraordinary loss..........................................................      --     (6.6)    (57.0)

  Change in method of accounting..............................................      --       --      (1.5)
                                                                                 -----    -----    ------
Total income tax provision (benefit)..........................................   $51.5    $44.1    $(39.7)
                                                                                 -----    -----    ------
                                                                                 -----    -----    ------
 
Current--Federal..............................................................   $ 2.2    $ 1.3    $   --
       --State................................................................      --       --        --
Deferred......................................................................    20.0     26.7       3.9
Loss carryover benefit used (generated).......................................    29.3     16.1     (40.8)
Reduction of deferred tax asset valuation allowance...........................      --       --      (2.8)
                                                                                 -----    -----    ------
Total income tax provision (benefit)..........................................   $51.5    $44.1    $(39.7)
                                                                                 -----    -----    ------
                                                                                 -----    -----    ------

     The 1993 provision includes a $7.1 million charge to reflect the effect of
the increase in the federal corporate tax rate on the deferred tax balance as of
December 31, 1992.
 
     Total income taxes reflected in the Consolidated Statement of Income differ
from the amounts computed by applying the federal statutory corporate tax rate
as follows:

                                                                                 YEARS ENDED DECEMBER 31,
                                                                                 ------------------------
                                                                                 1994     1993      1992
                                                                                 -----    -----    ------
                                                                                  (MILLIONS OF DOLLARS)
                                                                                          
Tax provision (benefit):
  At the federal statutory rate...............................................   $45.2    $32.5    $(30.4)
  Change in federal corporate tax rate........................................      --      7.1        --
  Reduction of deferred tax asset valuation allowance.........................      --       --      (2.8)
                                                                                 -----    -----    ------
Federal income tax provision..................................................   $45.2    $39.6    $(33.2)
State income tax provision....................................................     6.3      4.5      (6.5)
                                                                                 -----    -----    ------
Total income tax provision (benefit)..........................................   $51.5    $44.1    $(39.7)
                                                                                 -----    -----    ------
                                                                                 -----    -----    ------

                                       5

       CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
2. INCOME TAXES--(CONTINUED)

     As of December 31, 1994, the Company has net operating losses (NOLs) of

approximately $132 million and $50 million for regular and alternative minimum
taxes (AMTs), respectively. The Company's NOLs are recognized for financial
statement purposes as a reduction of the deferred tax liability and expire as
follows:

                                                                          
2000......................................................................   $ 27 million
2002......................................................................      5 million
2008......................................................................    100 million

     In addition, the Company has approximately $43 million of investment tax
credits for tax return purposes which expire as follows:

                                                                            
1995........................................................................   $10 million
1996........................................................................     8 million
1997........................................................................     5 million
1998........................................................................     4 million
1999........................................................................     9 million
2000........................................................................     5 million
2001........................................................................     2 million

     These investment tax credits are subject to certain limitations as to their
future use. For financial statement purposes, the Company has established a $31
million valuation reserve for credits which are unlikely to be used. The
estimate of NOLs and ITCs likely to be used was determined using internal
Company projections of future taxable income. The Company generated book income
before income taxes of $136 million in 1994 and $97 million in 1993 and a book
loss before income taxes of $96 million in 1992. Taxable gains for 1994 and 1993
were somewhat lower, while the taxable loss for 1992 is somewhat higher,
primarily due to temporary differences related to property additions. The
Company's projections to support the recognition of these deferred tax assets do
not require continued operating income improvements.
 
     The components of the deferred tax liability include:

                                                                                           AMOUNTS AS OF DECEMBER 31,
                                                                            --------------------------------------------------------
                                                                                       1994                          1993
                                                                            --------------------------    --------------------------
                                                                                             (MILLIONS OF DOLLARS)
                                                                                                    
Deferred tax liabilities:
  Depreciation and basis differences.....................................            $  534.6                      $  512.9
  All other..............................................................                 8.0                          15.4
                                                                                     --------                      --------
  Total deferred tax liabilities.........................................            $  542.6                      $  528.3
                                                                                     --------                      --------

                                                                                     --------                      --------
Deferred tax assets:
  Property treated as leased for tax purposes............................            $  (57.6)                     $  (59.6)
  Tax loss carryforwards.................................................               (50.2)                        (79.5)
  Accruals and reserves..................................................               (60.4)                        (59.2)
  Investment tax credit carryforwards, net of valuation reserves of $31.4
     and $37.6...........................................................               (11.5)                        (11.5)
  All other..............................................................               (12.9)                        (14.9)
                                                                                     --------                      --------
  Total deferred tax assets..............................................            $ (192.6)                     $ (224.7)
                                                                                     --------                      --------
Net deferred income tax liability........................................            $  350.0                      $  303.6
                                                                                     --------                      --------
                                                                                     --------                      --------

                                       6

       CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
3. OTHER INCOME, NET

                                                                                 YEARS ENDED DECEMBER 31,
                                                                                 ------------------------
                                                                                 1994     1993      1992
                                                                                 -----    -----    ------
                                                                                  (MILLIONS OF DOLLARS)
                                                                                          
Interest income...............................................................   $ 4.3    $ 2.5    $  2.8
Gains from sales of property and investments..................................     1.0      6.0       1.9
Rents from property not used for operations...................................     3.2      3.9       3.7
Financing commitment and amendment fees.......................................    (1.8)    (0.6)     (0.8)
Proceeds from note receivable previously written-off..........................     3.3       --        --
Other, net....................................................................    (2.9)    (0.8)      0.5
                                                                                 -----    -----    ------
Total.........................................................................   $ 7.1    $11.0    $  8.1
                                                                                 -----    -----    ------
                                                                                 -----    -----    ------

4. LONG-TERM DEBT
 
  a) Non-Current Portion of Long-Term Debt:

                                                                                           AMOUNTS AS OF DECEMBER 31,
                                                                            --------------------------------------------------------
                                                                                       1994                          1993
                                                                            --------------------------    --------------------------
                                                                                             (MILLIONS OF DOLLARS)

C&NW Railway:
  9.92% Senior Secured Notes due from 1998 to 2001.......................            $  465.0                      $  465.0
  Term Loan due from 1996 to 1997........................................                39.1                          72.5
  Standby Loan due from 1996 to 1998.....................................                96.6                         132.7
  Equipment and other obligations due from 1996 to 2006..................                33.5                          41.5
  Capital lease obligations due from 1996 to 2005 (Note 5)...............                15.2                          18.7
                                                                                   ----------                    ----------
  Total C&NW Railway.....................................................            $  649.4                      $  730.4
                                                                                   ----------                    ----------
WRPI:
  Term Loan due from 1996 to 2002........................................            $  248.4                      $  275.8
  Capital lease with WRPI Trust due from 1996 to 2002 (Note 5)...........               104.7                         104.7
  Capital lease with UP due from 1996 to 2011 (Note 5)...................                31.2                          31.9
                                                                                   ----------                    ----------
  Total WRPI.............................................................            $  384.3                      $  412.4
                                                                                   ----------                    ----------
  Total..................................................................            $1,033.7                      $1,142.8
                                                                                   ----------                    ----------
                                                                                   ----------                    ----------

  b) C&NW Railway Debt
 
     The 9.92% Senior Secured Notes are fixed rate obligations; however, in
order to take advantage of relatively low floating rates, the Company, in 1992
reverse swapped $425 million of those obligations to floating through January
1996. Under the terms of those reverse swaps, the Company receives an average of
7.8% and pays three-month LIBOR.
 
     The Term Loan and Standby Loan bear interest at a floating rate equal to
(at the Company's option) either: i) the Adjusted LIBOR Rate plus 1.5%; ii) the
Alternate Base Rate plus 0.5%; or iii) the Adjusted CD rate plus 1.625% (in each
case as defined in the credit agreement). The composite interest rates for C&NW
Railway debt net of the effect of interest rate cap, swap and reverse swap
agreements at December 31, 1994, 1993 and 1992, were 8.4%, 7.1% and 8.3%,
respectively. As of December 31, 1994 and 1993, interest rates on $635.5 million
and $678.7 million, respectively, of debt floated with short-term interest
rates; these amounts included $425 million of fixed rate debt referred to above,
reverse swapped to floating.
 
     The Company has hedged the interest rate exposure related to its floating
rate Railway debt, including fixed rate debt reverse swapped to floating, by
entering into interest rate swap agreements covering $450 million of
 
                                       7

       CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
4. LONG-TERM DEBT--(CONTINUED)

debt through April 15, 1995, whereby the railroad pays an average fixed rate of
6.3% and receives the three-month LIBOR. The railroad is also a party to

interest rate swap agreements covering $260 million of debt from April 15, 1995
to January 15, 1996 whereby the railroad pays an average fixed rate of 6.8% and
receives the three-month LIBOR.
 
     Additionally, the railway has entered various interest rate cap agreements
under which LIBOR is effectively capped as follows:
 
          $250 million; LIBOR capped at 5.0% through 4/15/95
          $100 million; LIBOR capped at 7.0% from 4/15/95 to 1/15/96
          $100 million; LIBOR capped at 5.0% from 4/15/95 to 1/15/96
 
     See Note 12 for a discussion of the Company's 1992 recapitalization.
 
  c) WRPI Debt
 
     WRPI's debt consists of a Term Loan, a capital lease obligation to WRPI
Trust and a capital lease obligation to UP.
 
     The Term Loan and capital lease with WRPI Trust bear interest at floating
rates calculated at the option of WRPI or WRPI Trust, as applicable, equal to
either: i) the Adjusted LIBOR Rate plus 1.25%; ii) the Alternate Base Rate plus
0.25%; or iii) the Adjusted CD Rate plus 1.375% (in each case as defined in
WRPI's debt agreement). The capital lease with UP bears interest at 12% per
annum.
 
     The composite interest rates, net of the effect of interest rate cap and
swap agreements as of December 31, 1994, 1993 and 1992 were 8.5%, 7.1% and 7.2%,
respectively.
 
     WRPI has hedged its floating rate interest exposure by entering interest
rate swap agreements covering $165 million of debt, through February 7, 1996,
whereby WRPI pays an average fixed rate of 8.2% and receives three-month LIBOR.
Additionally, WRPI has entered various interest rate cap agreements under which
LIBOR on $200 million of debt is effectively capped at 7.0% from April 15, 1995
to January 15, 1996 and LIBOR on $300 million of debt is effectively capped at
8.0% from January 15, 1996 to January 15, 1997.
 
  d) Annual Debt Payments
 
     Scheduled principal payments (including capital lease obligations) due in
1995 through 1999 are as follows:

                                                                              C&NW
                                                                             RAILWAY    WRPI     TOTAL
                                                                             -------    -----    ------
                                                                               (MILLIONS OF DOLLARS)
                                                                                        
1995......................................................................   $ 72.7     $22.7    $ 95.4
1996......................................................................     80.9      25.0     105.9
1997......................................................................     60.5      32.1      92.6
1998......................................................................    137.5      37.2     174.7
1999......................................................................    121.6      22.9     144.5

 
     The WRPI Term Loan and capital lease obligation to WRPI Trust require
accelerated debt payments subsequent to December 31, 1996 if there is excess
cash flow as defined in the WRPI loan agreement.
 
  e) Principal Encumbrances
 
     Borrowings under the Railway's Senior Secured Notes and Term and Standby
Loans are secured by the assets and guarantees of all of the Company's
subsidiaries other than WRPI. Borrowings under WRPI's Term Loan and capital
lease with WRPI Trust are secured by WRPI's assets, excluding certain
intercompany loans.
 
                                       8

       CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
4. LONG-TERM DEBT--(CONTINUED)
  f) Extraordinary Items
 
     The 1993 extraordinary loss resulted from the refinancing of a portion of
the Railway's Term and Standby Loans. The total pretax loss was $17.4 million
and the related income tax benefit was $6.6 million.
 
     The 1992 extraordinary loss resulted primarily from the retirement of
debentures in connection with the Recapitalization (see Note 12). The total
pretax loss was $148.0 million and the related income tax benefit was $57.0
million.
 
5. LONG-TERM LEASES
 
     The Company has substantial lease commitments for rolling stock, vehicles
and portions of the track structure and related facilities of WRPI. Those leases
which meet the criteria established by SFAS No. 13 are capitalized. The
remainder are reported as operating leases.
 
     Mimimum annual rental commitments for noncancelable leases at December 31,
1994 were as follows:

                                                                           CAPITAL LEASES
                                                                          -----------------
                                                                           C&NW                OPERATING
                                                                          RAILWAY     WRPI      LEASES
                                                                          -------    ------    ---------
                                                                              (MILLIONS OF DOLLARS)
                                                                                      
1995...................................................................    $ 5.1     $ 13.5    $  117.5
1996...................................................................      4.1       13.5       115.8
1997...................................................................      2.7       13.5       108.3
1998...................................................................      2.7       13.5       103.6

1999...................................................................      2.7       13.5       100.8
After 1999.............................................................      9.8      178.7       735.2
                                                                          -------    ------    ---------
Total..................................................................    $27.1     $246.2    $ 1281.2
                                                                                               ---------
                                                                                               ---------
Less imputed interest (at rates from 6.15% to 12.5%)...................      8.6      109.6
                                                                          -------    ------
Present value of net minimum lease payments............................    $18.5     $136.6
                                                                          -------    ------
                                                                          -------    ------

     The Company's lease agreements have terms of 3 to 28 years and expiration
dates ranging from 1995 to 2018. The majority of the leases contain options
allowing the Company a right of first refusal to purchase the leased property at
the end of the lease for fair market value, or at a set percentage of its cost.
 
     Lease rental expense for operating leases, including cancelable leases, was
$126.6 million in 1994 and $111.3 million in 1993 and 1992.
 
     The above amounts include insignificant amounts of rental income from
subleases. Excluded from such amounts are contingent rentals on freight cars
based on off-line car hire earnings of $0.5 million, $0.3 million and $0.9
million in 1994, 1993 and 1992, respectively. Also excluded from the above
amounts are contingent rentals payable by WRPI out of its cash flow of $14.0
million for 1994, $18.2 million for 1993 and $15.6 million for 1992.
 
                                       9

       CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
6. SHAREHOLDERS' EQUITY
 
  a) Changes in Shareholders' Equity

                                                                                      COMMON    CAPITAL    RETAINED
                                                                                      STOCK     SURPLUS     INCOME
                                                                                      ------    -------    --------
                                                                                          (MILLIONS OF DOLLARS)
                                                                                                  
December 31, 1991..................................................................    $0.2     $ 112.5    $ (211.2)
Issuance of common stock...........................................................     0.2       395.7       (38.8)
Net loss for the period............................................................      --          --       (56.2)
Exercise of stock options..........................................................      --         0.3          --
Dividends on and accretion of preferred stock*.....................................      --          --       (11.9)
Excess of liquidation value over carrying value of preferred stock called for
  redemption*......................................................................      --          --       (46.8)
                                                                                      ------    -------    --------
December 31, 1992..................................................................    $0.4     $ 508.5    $ (364.9)

Net income for the period..........................................................      --          --        53.2
Issuance of common stock...........................................................      --        24.4          --
Exercise of stock options..........................................................      --         4.6          --
                                                                                      ------    -------    --------
December 31, 1993..................................................................    $0.4     $ 537.5    $ (311.7)
 
Net income for the period..........................................................      --          --        84.0
Exercise of stock options..........................................................      --         5.7          --
                                                                                      ------    -------    --------
December 31, 1994..................................................................    $0.4     $ 543.2    $ (227.7)
                                                                                      ------    -------    --------
                                                                                      ------    -------    --------

- ------------------
* Preferred dividends of the Company, all paid in additional shares, were 13%
  per annum for each share of UP Convertible Preferred Stock, and 17% per annum
  for each share of Merger Preferred Stock. See Note 12 for discussion of
  preferred stock redemption.
 
  b) Preferred Stock
 
     The authorized capital stock of the Company includes 15 million shares of
preferred stock, par value $.01 per share. There is no preferred stock
outstanding at December 31, 1994.
 
  c) Secondary Stock Offering
 
     In 1993 Blackstone Capital Partners, L.P. ('Blackstone'), DLJ Capital
Corporation ('DLJ') and related investors sold substantially all of their
respective shares in a secondary offering at $19.25 per share. UP Rail, Inc.
('UP Rail'), a subsidiary of UP, purchased 500,000 shares from the selling
shareholders, thereby increasing its ownership to 12,835,304 shares, all of
which are non-voting. On January 29, 1993, UP filed an application with the ICC
requesting approval to convert the non-voting common stock to common stock. On
December 13, 1994, the ICC in a voting conference orally approved the conversion
subject to certain conditions; however, on release of a written Commission order
the Company and UP must determine if the conditions to the conversion are
acceptable. The Company must accept the conditions if they are acceptable to UP
and if the cost of compliance can reasonably be determined and if the UP shall
have fully and adequately indemnified the Company and its affiliates.
 
     In connection with the secondary offering, the underwriters exercised
overallotment options under which the Company issued an additional 1,371,265
shares of common stock for which it received net proceeds after underwriting
discount and issuance expenses of approximately $24.4 million. Such net proceeds
were used for the payment of a portion of the amounts owing under the Company's
debt agreements.
 
                                       10

       CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

6. SHAREHOLDERS' EQUITY--(CONTINUED)
  d) Stock Option Agreements
 
     1,820,012 options on common stock, with an exercise price of $5.88, were
granted in 1989 and an additional 247,582 such options were granted in 1990. As
of December 31, 1994, 785,218 options had been exercised, 113,484 had been
canceled and 1,168,892 were exercisable. In addition, 323,542 options, all of
which are exercisable, with exercise prices between $1.09 and $2.07 were granted
in 1989 to certain executives. As of December 31, 1994, 62,500 of the 323,542
options have been exercised. All options expire on the tenth anniversary of the
grant date or earlier under certain circumstances.
 
     1,000,000 options, with an exercise price of $21.375, were granted on
December 8, 1992. An additional 359,500 options were granted during 1994, with
exercise prices between $20.125 and $22.625. These options become exercisable
for 20% of the shares subject thereto, annually, beginning on the first
anniversary of the grant date and expire on the tenth anniversary of the grant
date. As of December 31, 1994, 16,400 options have been exercised, 32,800 have
been canceled and 374,800 are exercisable. Additionally, 740,107 and 2,000,000
options are available to be granted under the 1992 and 1994 stock option plans,
respectively.
 
  e) Dividend Restrictions
 
     The Company's debt agreements limit the payment of dividends or making
other distributions with respect to the common stock to 10% of income, as
defined by the debt agreements, plus the amount of proceeds from equity
issuances subsequent to the Recapitalization. As of December 31, 1994, the
Company's potential dividend payments were limited to approximately $40 million.
 
7. EMPLOYEE BENEFIT PLANS
 
  a) Pensions
 
     The Company has a noncontributory defined benefit pension plan for
employees who are not covered by a collective bargaining agreement. The benefits
are based on years of service and the employee's average compensation over the
last five years of employment. These benefits are reduced by eligible retirement
benefits under the Company's Profit Sharing and Retirement Savings Plan and the
Railroad Retirement Act. The Company makes annual contributions to the plan
based on actuarial determinations and cash requirements. The plan's assets are
invested in a guaranteed investment contract with an insurance company.
 
     Net pension expense was $0.3 million in each of 1994, 1993 and 1992, which
consisted primarily of interest on the projected benefit obligation. The
projected benefit obligation was $5.7 million and $7.0 million as of December
31, 1994 and 1993, respectively.
 
     The Company has accrued pension liabilities of $4.1 million and $4.3
million as of December 31, 1994 and 1993, respectively, consisting of the
projected benefit obligation and unrecognized net gains (losses) less the fair
value of plan assets. The fair value of plan assets was $2.3 million and $2.9
million as of December 31, 1994 and 1993, respectively.

     Pension expense was determined using a weighted average discount rate of
7.0% for 1994 and 8.25% for 1993. The projected benefit obligation was
determined using a weighted average discount rate of 8.5% at December 31, 1994
and 7.0% at December 31, 1993. The expected long-term rate of return on plan
assets was 8.75%. The assumed rate of compensation increase was 6.0% at December
31, 1994 and 1993.
 
                                       11

       CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
7. EMPLOYEE BENEFIT PLANS--(CONTINUED)
  b) Postemployment Benefits
 
     SFAS No. 106 primarily affects the Company's plan under which life
insurance is provided for retired employees not covered under collective
bargaining agreements. The Company's plan is unfunded. Operating expense of $0.4
million was recognized in each of 1994, 1993, and 1992, consisting primarily of
interest on the accumulated postretirement benefit obligation.
 
     Certain employees not covered by collective bargaining agreements also have
received postretirement health care benefits to age 65 under special employee
severance programs. The amount paid for these benefits, which was accrued by the
Company prior to the employees' retirement was $1.6 million in 1994, $1.2
million in 1993 and $1.1 million in 1992.
 
     The Company provides health care benefits through a multi-employer
insurance plan for retired employees between the ages of 62 and 65 who are
covered by collective bargaining agreements. The cost of these benefits for
retired employees was $1.6 million in 1994 and $1.7 million in 1993 and 1992.
 
8. CONTINGENT LIABILITIES AND COMMITMENTS
 
     The Company expects to expend $144 million for 1995 capital projects and
plans to acquire equipment under operating leases with a cost to the lessors of
$185 million.
 
     The Company's operations are subject to a variety of federal, state and
local environmental and pollution control statutes and regulations. The Company
has been named as a potentially responsible party ('PRP') in three proceedings
under the federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980 ('CERCLA'), and in five state Superfund matters, all but
one of which is in the Midwest. The Company is also a defendant in one private
CERCLA cost recovery action. The current estimate of the total cost of
remediation for CERCLA, state and private cost recovery proceedings to all PRPs
aggregates approximately $82 million. The Company has assumed that other PRPs
will pay appropriate shares of remediation obligations, except when the Company
is aware they are incapable of doing so. In such instances, the Company has
reapportioned the potential liability and provided a reserve.
 
     The Company is the lessor of real property under approximately 1,600 leases
for commercial, agricultural and industrial uses and owns or leases numerous
other sites. The Company has additionally provided reserves for environmental

exposure from current and former railroad operating properties, fueling
facilities, leased properties and pending litigation and enforcement actions.
The Company's environmental exposure is reevaluated periodically.
 
     At December 31, 1994, the Company's reserve for environmental liabilities
was $30 million. No offsets were credited for possible insurance recoveries, as
the Company believes, to a large extent, it would not be able to obtain such
recoveries. The reserve was determined based on the Company's anticipated cost
of remediation at all known sites, including those where no claim or enforcement
action has been issued, taking into consideration the extent of damage and the
Company's remediation cost history. The Company has not discounted its
environmental liabilities as the timing of remediation payments is uncertain.
Environmental regulations and remediation processes are subject to future
change, and determining the actual cost of remediation will require further
investigation and remediation experience. Therefore, the ultimate cost cannot be
determined at this time. However, while such cost may vary from the Company's
current estimate, the Company believes the difference between its reserve and
the ultimate liability will not be material.
 
     The Company is a party to service interruption insurance agreements under
which additional premiums of up to a maximum of $18.7 million may arise in the
event of work stoppages on other railroads. Conversely, the Company is entitled
to receive payments under certain conditions if a work stoppage occurs on its
property.
 
                                       12

       CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
8. CONTINGENT LIABILITIES AND COMMITMENTS--(CONTINUED)
     The Company is a party to a number of other legal actions arising in the
ordinary course of business, including actions involving personal injury claims.
The Company believes that the legal actions will not have a material adverse
impact upon the financial position or results of operations of the Company.
 
9. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

                                                                      1994 QUARTERS ENDED
                                                       --------------------------------------------------
                                                       MARCH 31    JUNE 30    SEPTEMBER 30    DECEMBER 31
                                                       --------    -------    ------------    -----------
                                                         (MILLION OF DOLLARS EXCEPT PER SHARE AMOUNTS)
                                                                                  
Operating revenues..................................    $273.9     $ 282.6       $290.7         $ 282.6
Operating income....................................      48.2        53.3         67.9            56.5a
Net income..........................................      16.0        21.5         27.1            19.4
Net income per share................................       .35         .47          .60             .43

                                                                      1993 QUARTERS ENDED
                                                       --------------------------------------------------
                                                       MARCH 31    JUNE 30    SEPTEMBER 30    DECEMBER 31
                                                       --------    -------    ------------    -----------
                                                         (MILLION OF DOLLARS EXCEPT PER SHARE AMOUNTS)
                                                                                  
Operating revenues..................................    $254.7     $ 257.0       $262.9         $ 268.6
Operating income....................................      45.6        52.7         49.2b           61.6
Income before extraordinary item....................      14.6        18.7          6.2            24.5
Net income (loss)...................................      14.6        18.7         (4.6)c          24.5
Income before extraordinary item per share..........       .33         .43          .14             .54
Net income (loss) per share.........................       .33         .43         (.10)            .54

- ------------------
(a) Includes $4.8 million charge for employee buyouts and related costs.
(b) Includes $5.0 million charge for employee buyouts, relocation costs and a
    management fee payable to one of the Company's previous principal
    shareholders.
(c) Includes a $10.8 million extraordinary charge from a debt refinancing.
 
10. RELATED PARTY TRANSACTIONS
 
     Union Pacific Corporation and its subsidiaries ('UP') are related parties
as a result of their ownership of common stock of the Company. Blackstone is a
related party as James J. Mossman, a general partner, is a member of the
Company's Board of Directors. DLJ was formerly a related party as a result of
its or its affiliates' ownership of common stock of the Company.
 
     The Company paid Blackstone $250,000 in 1994 and $1.0 million in each of
1993 and 1992 for management and advisory fees, and $1.2 million in 1992 with
respect to the Recapitalization. The Company paid DLJ $1.2 million in fees in
1992 related to the Recapitalization. In addition, DLJ, acting as a lead
underwriter, realized aggregate selling concessions of $2.3 million in
connection with the Company's 1993 secondary offering and $4.1 million in
connection with the Company's 1992 stock offering.
 
     In connection with the Recapitalization, the Company exchanged 10,153,304
shares of non-voting common stock for the outstanding UP Convertible Preferred
Stock and an additional cash investment of $28 million. In connection with the
secondary offering, UP Rail purchased an additional 500,000 shares of non-voting
common stock. See Note 6(c).
 
     Approximately 67% of the Company's total loads in 1994, 65% in 1993 and 62%
in 1992 were interchanged with the UP with revenue shared in accordance with
standard industry procedures. Pursuant to a trackage rights agreement, approved
by the Interstate Commerce Commission, among the Company and subsidiaries of UP,
the Company hauls certain traffic for subsidiaries of UP under terms that
preserve the Company's revenue on that
 
                                       13

       CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

10. RELATED PARTY TRANSACTIONS--(CONTINUED)
traffic. Note 5 details WRPI capital lease payments (including contingent rent
payable out of cash flow) made to a trust for the benefit of a subsidiary of UP.
 
11. OTHER DISCLOSURES
 
  a) Additional Disclosures for Consolidated Statement of Cash Flows
 
     The following cash payments occurred in the periods shown:

                                                                               1994      1993      1992
                                                                               -----    ------    ------
                                                                                 (MILLIONS OF DOLLARS)
                                                                                         
Interest....................................................................   $90.0    $103.0    $118.6
Income taxes................................................................     2.7       0.9        --

     Noncash financing activities of the Company consisted of UP convertible
preferred stock dividends of $4.8 million and a $141.4 million exchange of UP
convertible preferred stock for non-voting common stock in 1992.
 
  b) Cash Resources
 
     The Company has a credit line available through a $50 million revolving
credit facility. Approximately $45 million was available under this credit line
as of December 31, 1994.
 
  c) Concentration of Credit Risk
 
     The Company is not dependent upon a single customer or on a few customers.
However, approximately 35% of the Company's 1994 traffic was coal, primarily
destined to electric utilities in the United States. Approximately 67% of the
Company's 1994 traffic was interchanged with subsidiaries of the Union Pacific
Corporation.
 
  d) Fair Value of Financial Instruments
 
     The estimated fair value of the Company's financial instruments as of
December 31, 1994 was as follows:

                                                                                    CARRYING      FAIR
                                                                                     VALUE       VALUE
                                                                                    --------    --------
                                                                                        (MILLIONS OF
                                                                                          DOLLARS)
                                                                                          
Assets:
  Cash and cash equivalents......................................................   $  105.4    $  105.4

  Other current assets...........................................................      177.5       177.5
  Investments....................................................................        5.5         5.5
  Interest rate and fuel price hedges............................................         --         9.9
Liabilities:
  Current liabilities............................................................      373.7       373.7
  Long-term debt.................................................................    1,033.7     1,060.1

     The following methods and assumptions were used to estimate the fair value
of each class of financial instruments:
 
          Current Assets and Current Liabilities: The carrying value
     approximates fair value due to the short maturity of these items.
 
          Investments: The Company has a minor amount of assets accounted for on
     the cost basis for which the Company believes the carrying value
     approximates fair value.
 
                                       14

       CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
11. OTHER DISCLOSURES--(CONTINUED)
     Long-Term Debt: The fair value of long-term debt and related swaps is
estimated based on quoted market prices for similar issues.
 
12. RECAPITALIZATION
 
     On April 7, 1992, the Company issued 20,069,463 shares of common stock, of
which 9,916,159 shares were issued to the public and 10,153,304 non-voting
shares were issued to UP Rail as part of a recapitalization plan (the
'Recapitalization') to: (i) eliminate dividends on its 17% cumulative
exchangeable preferred stock, par value $.01 per share (the 'merger preferred
stock') and 13% cumulative convertible exchangeable senior pay-in-kind preferred
stock, par value $.01 per share (the 'UP convertible preferred stock') issued in
connection with the acquisition of CNW Corporation in 1989 (the 'Acquisition');
(ii) increase common shareholders' equity; and (iii) reduce the interest costs
of the Company's consolidated indebtedness. The principal sources of funds in
the Recapitalization were: (i) the public common stock issuance; (ii) new senior
secured debt facilities for borrowings of up to $850 million; and (iii) an
investment by UP Rail of $28 million, along with the surrender of the UP
convertible preferred stock in exchange for the issuance of non-voting common
stock to UP Rail.
 
     The proceeds of the Recapitalization (approximately $1.2 billion) were used
to: (i) redeem all of the issued and outstanding shares of merger preferred
stock at an aggregate redemption price equal to its liquidation value plus
accrued and unpaid dividends to the redemption date of May 8, 1992; (ii) prepay
all borrowings outstanding under the credit agreement (the 'Merger Credit
Agreement') entered into in connection with the Acquisition; (iii) retire $362
million of the 15 1/2% senior subordinated debentures due 2001 (the
'Debentures') issued by a subsidiary of the Company in connection with the
Acquisition; (iv) exchange all of the issued and outstanding shares of UP

convertible preferred stock (plus an additional cash investment by UP Rail of
$28 million) for 10,153,304 shares of non-voting common stock; (v) fund a
portion of employee severance costs; (vi) terminate certain interest rate swap
agreements; and (vii) pay financing and transaction costs. In connection with
the Recapitalization, the Company recorded a first quarter after-tax
extraordinary charge to earnings of approximately $91 million (net of $57
million of income taxes) related to the retirement of the Debentures and the
termination of the Merger Credit Agreement and a charge of approximately $47
million to accrete the merger preferred stock to its liquidation value.
 
     Concurrent with the common stock issuance, the Company effected a
32.25-for-one stock split. Share and per share data included in the Consolidated
Financial Statements have been restated for the stock split.
 
     On a pro forma basis, as of January 1, 1992, the Recapitalization would
have reduced 1992 interest expense by $9.2 million and eliminated all preferred
stock dividends.
 
                                       15

       CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY AND SUBSIDIARIES
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Board of Directors and Shareholders of
Chicago and North Western Transportation Company:
 
     We have audited the accompanying consolidated balance sheets of Chicago and
North Western Transportation Company (a Delaware corporation) and subsidaries as
of December 31, 1994 and 1993, and the related consolidated statements of income
and cash flows for each of the three years in the period ended December 31,
1994. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Chicago and North Western
Transportation Company and subsidiaries as of December 31, 1994 and 1993, and
the results of their operations and their cash flows for each of the three years
in the period ended December 31, 1994, in conformity with generally accepted
accounting principles.
 
     As explained in Note 1(g) to the financial statements, effective January 1,
1992, the Company changed its method of accounting for other postretirement

benefits.
 
                                       Arthur Andersen LLP
 
Chicago, Illinois
January 27, 1995
 
                                       16

                                                                         ANNEX I
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                          AGREEMENT AND PLAN OF MERGER
                                  BY AND AMONG
                           UNION PACIFIC CORPORATION,
                                 UP RAIL, INC.
                                      AND
                CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY
                                  DATED AS OF
                                 MARCH 16, 1995
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                               TABLE OF CONTENTS

                                                                                                           PAGE
                                                                                                           ----
                                                                                                     
ARTICLE I      THE OFFER AND MERGER.....................................................................     1
 
  Section 1.1  The Offer................................................................................     1
 
  Section 1.2  Company Actions..........................................................................     2
 
  Section 1.3  Directors................................................................................     3
 
  Section 1.4  The Merger...............................................................................     4
 
  Section 1.5  Effective Time...........................................................................     4
 
  Section 1.6  Closing..................................................................................     4
 
  Section 1.7  Directors and Officers of the Surviving Corporation......................................     4
 
  Section 1.8  Stockholders' Meeting....................................................................     4
 
  Section 1.9  Merger Without Meeting of Stockholders...................................................     5
 
ARTICLE II     CONVERSION OF SHARES.....................................................................     5
 
  Section 2.1  Conversion of Capital Stock..............................................................     5
 
  Section 2.2  Exchange of Certificates.................................................................     6
 
  Section 2.3  Company Option Plans and Agreements......................................................     6
 
  Section 2.4  No Dissenter's Rights....................................................................     7
 
ARTICLE III    REPRESENTATIONS AND WARRANTIES OF THE COMPANY............................................     7
 
  Section 3.1  Organization.............................................................................     7
 
  Section 3.2  Capitalization...........................................................................     8
 
  Section 3.3  Corporate Authorization; Validity of Agreement; Company Action...........................     9
 
  Section 3.4  Consents and Approvals; No Violations....................................................     9
 
  Section 3.5  SEC Reports and Financial Statements.....................................................    10
 
  Section 3.6  Absence of Certain Changes...............................................................    10

  Section 3.7  Information in Proxy Statement...........................................................    10
 
  Section 3.8  Employee Benefit Plans; ERISA............................................................    10
 
  Section 3.9  Litigation; Compliance with Law..........................................................    12
 
  Section 3.10 Taxes....................................................................................    12
 
  Section 3.11 Environmental Matters....................................................................    12
 
  Section 3.12      Opinion of Financial Advisors............................................................    13
 
ARTICLE IV     REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER...............................    13
 
  Section 4.1  Organization.............................................................................    13
 
  Section 4.2  Authorization; Validity of Agreement; Necessary Action...................................    13
 
  Section 4.3  Consents and Approvals; No Violations....................................................    13
 
  Section 4.4  Information in Proxy Statement; Schedule 14D-9...........................................    14

                                       i

                                                                                                           PAGE
                                                                                                           ----
                                                                                                     
  Section 4.5  Financing................................................................................    14
 
ARTICLE V      COVENANTS................................................................................    14
 
  Section 5.1  Interim Operations of the Company........................................................    14
 
  Section 5.2  Access to Information....................................................................    15
 
  Section 5.3  Consents and Approvals...................................................................    16
 
  Section 5.4  Employee Benefits........................................................................    16
 
  Section 5.5  No Solicitation..........................................................................    18
 
  Section 5.6  Additional Agreements....................................................................    19
 
  Section 5.7  Publicity................................................................................    19
 
  Section 5.8  Notification of Certain Matters..........................................................    19
 
  Section 5.9  Directors' and Officers' Insurance and Indemnification...................................    19
 
  Section 5.10 Conversion of Non-Voting Common Stock....................................................    20

  Section 5.11 ICC Determination........................................................................    20
 
ARTICLE VI     CONDITIONS...............................................................................    21
 
  Section 6.1  Conditions to Each Party's Obligation To Effect the Merger...............................    21
 
  Section 6.2  Conditions to Parent's Obligation To Effect the Merger...................................    21
 
ARTICLE VII    TERMINATION..............................................................................    21
 
  Section 7.1  Termination..............................................................................    21
 
  Section 7.2  Effect of Termination....................................................................    22
 
ARTICLE VIII   MISCELLANEOUS............................................................................    23
 
  Section 8.1  Fees and Expenses........................................................................    23
 
  Section 8.2  Finders' Fees............................................................................    23
 
  Section 8.3  Amendment and Modification...............................................................    23
 
  Section 8.4  Nonsurvival of Representations and Warranties............................................    23
 
  Section 8.5  Notices..................................................................................    23
 
  Section 8.6  Interpretation...........................................................................    24
 
  Section 8.7  Counterparts.............................................................................    24
 
  Section 8.8  Entire Agreement; No Third Party Beneficiaries; Rights of Ownership......................    24
 
  Section 8.9  Severability.............................................................................    25
 
  Section 8.10 Governing Law............................................................................    25
 
  Section 8.11 Assignment...............................................................................    25
 
CONDITIONS TO THE TENDER OFFER......................................................................... Annex A

                                       ii

                          AGREEMENT AND PLAN OF MERGER
 
     AGREEMENT AND PLAN OF MERGER, dated as of March 16, 1995, by and among
Union Pacific Corporation, a Utah corporation ('Parent'), UP Rail, Inc., a Utah
corporation and an indirect, wholly owned subsidiary of Parent (the
'Purchaser'), and Chicago and North Western Transportation Company, a Delaware
corporation (the 'Company').
 
     WHEREAS, the Boards of Directors of Parent, the Purchaser and the Company
have approved, and deem it advisable and in the best interests of their

respective shareholders to consummate, the acquisition of the Company by Parent
upon the terms and subject to the conditions set forth herein;
 
     NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein, 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), the Purchaser 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 all of the issued and outstanding shares of
Common Stock, par value $.01 per share (referred to herein as either the
'Shares' or 'Company Common Stock'), of the Company at a price of $35.00 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 there being validly tendered and not withdrawn prior to the
expiration of the Offer, that number of Shares which, together with the shares
of Non-Voting Common Stock, par value $.01 per Share (the 'Non-Voting Shares'),
of the Company beneficially owned by Parent or the Purchaser (assuming
conversion of such Non-Voting Shares into Shares), represent at least a majority
of the Shares outstanding on a fully diluted basis (assuming conversion of the
Non-Voting Shares into Shares) (the 'Minimum Condition') and to the other
conditions set forth in Annex A hereto. The Purchaser shall, on the terms and
subject to the prior satisfaction or waiver (except that the Minimum Condition
may not be waived) of the conditions of the Offer, accept for payment and pay
for Shares tendered as soon as practicable after it is permitted to do so under
the Exchange Act. The obligations of the Purchaser 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 Minimum
Condition and the other 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, the Minimum Condition and the other
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), the Purchaser shall not amend or waive
the Minimum Condition and shall not decrease the Offer Price or decrease the
number of Shares sought, or amend any other condition of the Offer in any manner
adverse to the holders of the Shares, provided, however, that if on the initial
scheduled expiration date of the Offer (as it may be extended), all conditions
to the Offer shall not have been satisfied or waived, the Offer may be extended
from time to time until June 30, 1995 without the consent of 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) As soon as practicable on the date the Offer is commenced, Parent and
the Purchaser shall file with the United States Securities and Exchange
Commission (the 'SEC') (i) 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'), and (ii) a Rule 13e-3 Transaction Statement on
Schedule 13E-3 (together with any supplements or amendments thereto, the
'Schedule 13E-3') with respect to the Offer. Parent and the Purchaser represent
that the Offer Documents and the Schedule 13E-3 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
 
                                       1

therein, in light of the circumstances under which they were made, not
misleading, except that no representation is made by Parent or the Purchaser
with respect to information supplied by the Company in writing for inclusion in
the Offer Documents or the Schedule 13E-3. Each of Parent and the Purchaser
further agrees to take all steps necessary to cause the Offer Documents and the
Schedule 13E-3 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 and the Purchaser, 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 and/or the Schedule 13E-3 if and to the
extent that it shall have become false and misleading in any material respect,
and Parent and the Purchaser further agree to take all steps necessary to cause
the Offer Documents and/or the Schedule 13E-3, as the case may be, 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 Schedule 13E-3 before they are filed with the SEC. In
addition, Parent and the Purchaser agree to provide the Company and its counsel
in writing with any comments Parent, the Purchaser or their counsel may receive
from time to time from the SEC or its staff with respect to the Offer Documents
or the Schedule 13E-3 promptly after the receipt of 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
(with Richard K. Davidson absent and not voting) (i) determined that each of the
Offer and the Merger (as defined in Section 1.4) is fair to and in the best
interests of the Company's stockholders (other than Parent and the Purchaser),
(ii) approved this Agreement and the transactions contemplated hereby, including
the Offer and the Merger (collectively, the 'Transactions'), (iii) resolved to
recommend that the stockholders of the Company accept the Offer, tender their
Shares thereunder to the Purchaser and approve and adopt this Agreement and the
Merger; provided, however, that such recommendation may be withdrawn, modified
or amended only to the extent that the Board of Directors of the Company
determines, based on an opinion of outside legal counsel to the Company, that
the failure to take such action would likely result in a breach of the Board of
Directors' fiduciary duties under applicable laws; and (iv) to the extent
required, approved this Agreement, the Offer, the Merger, the Company Stock
Option Agreement (as defined in Section 1.9) and the transactions contemplated

hereby and thereby for purposes of Section 203 of the Delaware General
Corporation Law ('DGCL'). The Company further represents that The Blackstone
Group L.P. ('Blackstone') has delivered to the Board of Directors of the Company
its opinion that the cash consideration to be received by the holders of Shares
pursuant to the Offer and the Merger is fair to such holders from a financial
point of view.
 
     (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 and will join in the filing
of the Schedule 13E-3. The Company represents that the Schedule 14D-9 and the
Schedule 13E-3 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 or the Purchaser for inclusion in the Schedule
14D-9 or the Schedule 13E-3. The Company further agrees to take all steps
necessary to cause the Schedule 14D-9 and the Schedule 13E-3 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 and the Purchaser, on the other hand, agrees promptly
to correct any information provided by it for use in the Schedule 14D-9 and the
Schedule 13E-3 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 and the Schedule 13E-3 as so
corrected to be filed with the SEC and to be disseminated to holders of the
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 and the Schedule 13E-3 before it is filed with the SEC. In
addition, the Company agrees to provide Parent, the Purchaser and their counsel
in writing with
 
                                       2

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 and the Schedule 13E-3
promptly after the receipt of such comments.
 
     (c) In connection with the Offer, the Company will promptly furnish or
cause to be furnished to the Purchaser 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 the Purchaser with such information and assistance as the Purchaser or
its agents may reasonably request in communicating the Offer to the stockholders
of the Company.
 
     Section 1.3  Directors.
 
     (a) Promptly upon the purchase of and payment for any Shares by the

Purchaser or any other subsidiary of Parent pursuant to the Offer which,
together with the Non-Voting Shares, represents at least a majority of the
outstanding shares of Company Common Stock (on a fully diluted basis and
assuming conversion of the Non-Voting Shares into Shares), Parent shall be
entitled to designate such number of directors, rounded up to the next whole
number, on the Board of Directors of the Company as is equal to the product of
the total number of directors on such Board (giving effect to the existing
representatives of Parent serving on the Board of Directors, including
representatives which Parent has the right to designate under the 1993 Agreement
(as defined in Section 3.2), and the directors designated by Parent pursuant to
this sentence) multiplied by the ratio of the aggregate number of Shares and
Non-Voting Shares (if any) beneficially owned by the Purchaser, Parent and any
of their affiliates to the total number of Shares and Non-Voting Shares (if any)
then outstanding. Promptly after consummation of the Offer, the Company shall,
upon request of the Purchaser, use its best efforts promptly either to increase
the size of its Board of Directors or, at the Company's election, secure the
resignations of such number of its incumbent directors as is necessary to enable
Parent's designees to be so elected or appointed to the Company's Board, and
shall cause Parent's designees to be so elected or appointed. At such time, the
Company shall also cause persons designated by Parent to constitute the same
percentage (rounded up to the next whole number) as is on the Company's Board of
Directors of (i) each committee of the Company's Board of Directors, (ii) each
board of directors (or similar body) of each Subsidiary (as defined in Section
3.1) of the Company and (iii) each committee (or similar body) of each such
board, in each case only to the extent permitted by applicable law or the rules
of any stock exchange on which the Company Common Stock is listed.
Notwithstanding the foregoing, until the Effective Time (as defined in Section
1.5 hereof), the Company and Parent shall use all reasonable efforts to retain
as members of its Board of Directors at least three (3) directors who are
directors of the Company on the date hereof and are not representatives of
Parent (the 'Company Directors'); provided, that subsequent to the purchase of
and payment for Shares pursuant to the Offer, Parent shall always have its
designees represent at least a majority of the entire Board of Directors. As
used in this Agreement, the term 'Company Directors' shall initially mean each
of Messrs. James R. Thompson, Samuel K. Skinner and Harold A. Poling; provided
that in the event that any of such initial directors resigns or otherwise ceases
to be a director for any reason, then the other Company Directors shall have the
right, by majority vote, to designate a replacement for such directors (and such
replacement shall be a 'Company Director'). If for any reason at any time prior
to the Effective Time no Company Directors then remain, the other directors
shall use reasonable best efforts to designate three persons to be the Company
Directors, none of whom shall be directors, officers, employees or affiliates of
Parent or the Purchaser.
 
     (b) The Company's obligations under Section 1.3(a) shall be subject to
Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The
Company shall promptly take all actions required pursuant to such Section 14(f)
and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a),
including mailing to stockholders as part of the Schedule 14D-9 the information
required by such Section 14(f) and Rule 14f-1, as is necessary to enable
Parent's designees to be elected to the Company's Board of Directors. Parent or
the Purchaser will supply the Company any information with respect to either of
them and their nominees, officers, directors and affiliates required by such
Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in

addition to and shall not limit any rights which the Purchaser, Parent or any of
their affiliates may have as a holder or beneficial owner of Shares or
Non-Voting Shares as a matter of law with respect to the election of directors
or otherwise (except that, as provided above, the number of directors that
Parent shall have the right to designate pursuant to this Section 1.3 shall
include the representatives which Parent has the right to designate under the
1993 Agreement).
 
                                       3

     (c) The concurrence of a majority of the Company Directors shall be
required for any amendment or termination of this Agreement by the Company, any
waiver of any of the Company's rights hereunder or otherwise pursuant to Section
8.3 hereof, any extension of the time for performance of Parent's or the
Purchaser's obligations or other acts hereunder, or any other action taken by
the Company's Board of Directors in connection with this Agreement (including
actions to enforce this Agreement); provided, that if there shall be no such
directors notwithstanding the reasonable best efforts of the other directors to
appoint Company Directors, such actions may be effected by majority vote of the
entire Board of Directors of the Company.
 
     Section 1.4  The Merger.  Subject to the terms and conditions of this
Agreement, at the Effective Time (as defined in Section 1.5 hereof), the Company
and the Purchaser shall consummate a merger (the 'Merger') pursuant to which (a)
the Purchaser shall be merged with and into the Company and the separate
corporate existence of the Purchaser shall thereupon cease, (b) the Company
shall be the successor or surviving corporation in the Merger and shall continue
to be governed by the laws of the State of Delaware, and (c) the separate
corporate existence of the Company with all its rights, privileges, immunities,
powers and franchises shall continue unaffected by the Merger. Pursuant to the
Merger, (x) the Restated Certificate of Incorporation of the Company, 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 Restated Certificate of Incorporation, and
(y) the By-laws of the Purchaser, 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 Restated Certificate of Incorporation
and such By-laws. The corporation surviving the Merger is sometimes hereinafter
referred to as the 'Surviving Corporation.' The Merger shall have the effects
set forth in the DGCL and the Utah Business Corporation Act ('UBCA').
 
     Section 1.5  Effective Time.  Parent, the Purchaser and the Company will
cause appropriate Certificates of Merger or, if applicable, Certificates of
Ownership and Merger (the 'Certificates of Merger') to be executed and filed on
the date of the Closing (as defined in Section 1.6) (or on such other date as
Parent and the Company may agree) with the Secretary of State of the State of
Delaware (the 'Secretary of State') as provided in the DGCL and with the
Division of Corporations and Commercial Code of the State of Utah (the
'Division') as provided in the UBCA. The Merger shall become effective on the
date on which the Certificates of Merger have been duly filed with the Secretary
of State and the Division or such time as is agreed upon by the parties and
specified in the Certificates of Merger, and such time is hereinafter referred
to as the 'Effective Time.'

     Section 1.6  Closing.  The closing of the Merger (the 'Closing') will take
place at 10:00 a.m., New York time, on a date to be specified by the parties,
which shall be no later than the first business day after satisfaction or waiver
of all of the conditions set forth in Article VI hereof (the 'Closing Date'), at
the offices of Skadden, Arps, Slate, Meagher & Flom, 919 Third Avenue, New York,
New York 10022, unless another date or place is agreed to in writing by the
parties hereto.
 
     Section 1.7  Directors and Officers of the Surviving Corporation.  The
directors and officers of the Purchaser at the Effective Time shall, from and
after the Effective Time, be the 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 1.8  Stockholders' Meeting.
 
     (a) If required by applicable law in order to consummate the Merger, the
Company, acting through its Board of Directors, shall, in accordance with
applicable law:
 
          (i) duly call, give notice of, convene and hold a special meeting of
     its stockholders (the 'Special Meeting') as soon as practicable following
     the acceptance for payment and purchase of Shares by the Purchaser pursuant
     to the Offer for the purpose of considering and taking action upon this
     Agreement;
 
          (ii) prepare and file with the SEC a preliminary proxy or information
     statement relating to the Merger and this Agreement and use its best
     efforts (x) to obtain and furnish the information required to be included
     by the SEC in the Proxy Statement (as hereinafter defined) and, after
     consultation with Parent, to respond promptly to any comments made by the
     SEC with respect to the preliminary proxy or information statement and
     cause a definitive proxy or information statement (the 'Proxy Statement')
     to be mailed to its
 
                                       4

     stockholders and (y) to obtain the necessary approvals of the Merger and
     this Agreement by its stockholders; and
 
          (iii) subject to the fiduciary obligations of the Board under
     applicable law as advised by independent counsel, include in the Proxy
     Statement the recommendation of the Board that stockholders of the Company
     vote in favor of the approval of the Merger and the adoption of this
     Agreement.
 
     (b) Not later than promptly following the consummation of the Offer and
receipt of the ICC Final Approval (as defined in Section 3.4 hereof), Parent
will convert or cause to be converted all of its Non-Voting Shares into Shares.
Parent agrees that it will vote, or cause to be voted, all of the Shares then
owned by it, the Purchaser or any of its other subsidiaries and affiliates in
favor of the approval of the Merger and the adoption of this Agreement.

     Section 1.9  Merger Without Meeting of Stockholders.  Notwithstanding
Section 1.8 hereof, in the event that Parent, the Purchaser or any permitted
assignee of Purchaser shall acquire at least 90% of the outstanding shares of
the capital stock of the Company, pursuant to the Offer, the Company Stock
Option Agreement (as defined below), the conversion of Non-Voting Shares into
Shares or, subsequent to consummation of the Offer, by any other means, the
parties hereto agree, at the request of Parent and subject to Article VI hereof,
to take all necessary and appropriate action to cause the Merger to become
effective as soon as practicable after such acquisition, without a meeting of
stockholders of the Company, in accordance with Section 253 of the DGCL and
Sections 1104 and 1107 of the UBCA. In connection therewith, Parent and the
Company are entering into a Company Stock Option Agreement, dated as of the date
hereof (the 'Company Stock Option Agreement'), pursuant to which, subject to
Parent having previously acquired at least 85% of the outstanding Shares
(assuming conversion of the Non-Voting Shares into Shares) and other conditions
set forth therein, Parent shall have the right to purchase from the Company a
sufficient number of Shares such that such Shares purchased pursuant to the
Company Stock Option Agreement, together with all Shares owned by Parent or the
Purchaser, would represent 90% of the outstanding Shares and permit the Merger
to be effected in accordance with Section 253 of the DGCL and Sections 1104 and
1107 of the UBCA (a 'Short-form Merger'). Parent agrees to effect a Short-form
Merger promptly following the exercise of the option under the Company Stock
Option Agreement.
 
                                   ARTICLE II
 
                              CONVERSION OF SHARES
 
     Section 2.1  Conversion of Capital Stock.  As of the Effective Time, by
virtue of the Merger and without any action on the part of the holders of any
shares of Company Common Stock or common stock, par value $.01 per share, of the
Purchaser (the 'Purchaser Common Stock'):
 
          (a)  Purchaser Common Stock.  The issued and outstanding shares of the
     Purchaser Common Stock shall be converted into and become such number of
     fully paid and nonassessable shares of common stock of the Surviving
     Corporation as the Company had outstanding immediately prior to the
     Effective Time.
 
          (b)  Cancellation of Treasury Stock and Parent-Owned Stock.  All
     shares of Company Common Stock that are owned by the Company as treasury
     stock and any shares of Company Common Stock and Non-Voting Shares owned by
     Parent, the Purchaser or any other wholly owned Subsidiary (as defined in
     Section 3.1 hereof) of Parent shall be cancelled and retired and shall
     cease to exist and no stock of Parent or other consideration shall be
     delivered in exchange therefor.
 
          (c)  Conversion of Shares.  Each issued and outstanding share of
     Company Common Stock (other than shares to be cancelled in accordance with
     Section 2.1(b)) shall be converted into the right to receive the Offer
     Price, payable to the holder thereof, without interest (the 'Merger
     Consideration'), upon surrender of the certificate formerly representing
     such share of Company Common Stock in the manner provided in Section 2.2.

     All such shares of Company Common Stock, when so converted, shall no longer
     be outstanding and shall automatically be cancelled and retired and shall
     cease to exist, and each holder of a certificate representing any such
     shares shall cease to have any rights with respect thereto, except the
     right to receive the Merger Consideration therefor upon the surrender of
     such certificate in accordance with Section 2.2, without interest.
 
                                       5

     Section 2.2  Exchange of Certificates.
 
     (a)  Paying Agent.  Parent shall designate a bank or trust company to act
as agent for the holders of shares of Company Common Stock in connection with
the Merger, which Paying Agent shall be reasonably satisfactory to the Company
(the 'Paying Agent'), to receive the funds to which holders of shares of Company
Common Stock shall become entitled pursuant to Section 2.1(c). Such funds shall
be invested by the Paying Agent as directed by Parent or the Surviving
Corporation.
 
     (b)  Exchange Procedures.  As soon as reasonably practicable after the
Effective Time, the Paying Agent shall mail to each holder of record of a
certificate or certificates, which immediately prior to the Effective Time
represented outstanding shares of Company Common Stock (the 'Certificates'),
whose shares were converted pursuant to Section 2.1 into the right to receive
the Merger Consideration (i) a letter of transmittal (which shall specify that
delivery shall be effected, and risk of loss and title to the Certificates shall
pass, only upon delivery of the Certificates to the Paying Agent and shall be in
such form and have such other provisions as Parent and the Company may
reasonably specify) and (ii) instructions for use in effecting the surrender of
the Certificates in exchange for payment of the Merger Consideration. Upon
surrender of a Certificate for cancellation to the Paying Agent or to such other
agent or agents as may be appointed by Parent, which agents shall be reasonably
satisfactory to the Company, together with such letter of transmittal, duly
executed, the holder of such Certificate shall be entitled to receive in
exchange therefor the Merger Consideration for each share of Company Common
Stock formerly represented by such Certificate and the Certificate so
surrendered shall forthwith be cancelled. If payment of the Merger Consideration
is to be made to a person other than the person in whose name the surrendered
Certificate is registered, it shall be a condition of payment that the
Certificate so surrendered shall be properly endorsed or shall be otherwise in
proper form for transfer and that the person requesting such payment shall have
paid any transfer and other taxes required by reason of the payment of the
Merger Consideration to a person other than the registered holder of the
Certificate surrendered or shall have established to the satisfaction of the
Surviving Corporation that such tax either has been paid or is not applicable.
Until surrendered as contemplated by this Section 2.2, each Certificate shall be
deemed at any time after the Effective Time to represent only the right to
receive the Merger Consideration in cash as contemplated by this Section 2.2.
 
     (c)  After the Effective Time there shall be no transfers on the stock
transfer books of the Surviving Corporation of the Shares which were outstanding
immediately prior to the Effective Time. If, after the Effective Time,

Certificates are presented to the Surviving Corporation, they shall be cancelled
and exchanged for the Merger Consideration as provided in this Article II.
 
     Section 2.3  Company Option Plans and Agreements.
 
     (a)  The Company shall (i) terminate its 1989 Equity Incentive Plan for Key
Employees, 1992 Equity Incentive Plan and 1994 Equity Incentive Plan
(collectively, the 'Plans'), immediately prior to the Effective Time without
prejudice to the rights of the holders of options awarded pursuant thereto and
(ii) grant no additional options or similar rights under the Plans or otherwise
on or after the date hereof. As used hereafter in this Section 2.3, 'Options'
shall include each employee stock option granted by the Company, whether
pursuant to the Plans, pursuant to certain Rollover Option Agreements dated as
of July 14, 1989 or otherwise.
 
     (b)  The Company shall use its best efforts to obtain the consent of each
holder of any Options (whether or not then exercisable) that it does not have
the right to cancel, and shall cancel, his Options (irrespective of their
exercise price), or, in the case of Options that the Company has the right to
cancel, shall cancel such Options, such cancellation (whether or not consent is
required therefor) to take effect as of the Effective Time. The preceding
sentence shall not apply to (i) Options with respect to which the holder thereof
holds, and agrees, prior to consummation of the Offer, to exercise limited stock
appreciation rights ('LSARs') prior to the Effective Time and does exercise such
LSARs prior to the Effective Time, and (ii) Options (whether or not then
exercisable) held by employees of the Company that Parent or its affiliates have
agreed to employ and who agree prior to consummation of the Offer to cancel such
Options effective as of the Effective Time in consideration for issuance at such
time of Options on common stock of Parent ('Parent Options'), Parent being
obligated with respect thereto to issue Parent Options to each such employee
which Options cover common stock having an aggregate Fair Market Value on the
date of issuance of such Options equal to the aggregate value at the Offer Price
of stock of the Company subject to such Options held by such employee and having
an aggregate spread between Fair Market Value (as defined below) and exercise
price equal to the aggregate spread on such
 
                                       6

employee's Options between the Offer Price and the weighted average exercise
price of such Options. As soon as practicable after the date hereof, the Company
shall notify each holder of Options as to the alternatives made available
pursuant to this Section 2.3. Parent Options shall have the same expiration
dates as corresponding Options and terms and conditions (other than any reload
feature or 'Change in Control' feature) not materially less favorable than those
of corresponding Options. In consideration of each cancellation of Options
(except those cancelled in consideration of Parent Options and those cancelled
on exercise of LSARs), the Company shall pay to such holders, promptly upon such
cancellation, in respect of each Option (whether or not then exercisable and
whether or not the Company had the right to cancel the Option, provided,
however, that in the case of Options requiring a consent to the cancellation
thereof, such consent shall have been obtained), an amount equal to the excess,
if any, of the Offer Price over the exercise price per Share subject thereto,
multiplied by the number of Shares subject thereto. 'Fair Market Value' means
the average closing price on the New York Stock Exchange Composite Tape for

common stock of Parent on each of the ten trading days preceding the day on
which the Effective Time occurs.
 
     Section 2.4  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 (a) the parties, at Parent's
sole discretion, elect to seek, for mergers within a corporate family, and
obtain, a declaratory order that the class exemption is available for the Merger
or (b) the Interstate Commerce Commission (or any successor agency) (the 'ICC')
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.
 
                                  ARTICLE III
 
                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
 
     The Company represents and warrants to Parent and the Purchaser that,
except as disclosed (including, in the case of financial statements, provided
for) in the Company's Form 10-K for the fiscal year ended December 31, 1994
('Form 10-K') or the Annual Report to Stockholder for the fiscal year ended
December 31, 1994 (the 'Annual Report'), each as heretofore filed with the SEC
or delivered to Parent in draft form prior to the date hereof (including,
without limitation, any financial statements and related notes or schedules
included in such documents and all exhibits and schedules included or expressly
incorporated by reference therein on or prior to the date hereof):
 
     Section 3.1  Organization.  Each of the Company and its Subsidiaries is a
corporation, partnership or other entity duly organized, validly existing, duly
qualified or licensed to do business and in good standing under the laws of the
jurisdiction of its incorporation or organization and in each jurisdiction in
which the nature of the business conducted by it makes such qualification or
licensing necessary, 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. 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, any reference to any
event, change or effect having a 'Material Adverse Effect' on or with respect to
any entity means such event, change or effect, individually or in the aggregate
with such other events, changes, or effects, is materially adverse to the
financial condition or businesses of such entity and its Subsidiaries, taken as
a whole. Exhibit 21 to the Form 10-K sets forth a complete list of the Company's
active Subsidiaries. The Company's inactive subsidiaries have no material

operations and no liabilities which would have or be likely to have a Material
Adverse Effect on the Company.
 
                                       7

     Section 3.2  Capitalization.  (a) The authorized capital stock of the
Company consists only of 125,000,000 shares of Company Common Stock, 125,000,000
shares of Company Non-Voting Common Stock, $0.01 par value (the 'Non-Voting
Common Stock') and 15,000,000 preferred shares, $0.01 par value (the 'Preferred
Stock'). As of the date hereof, (i) 31,330,631 shares of Company Common Stock
are issued and outstanding, (ii) 12,835,304 shares of Non-Voting Common Stock
are issued and outstanding, (iii) 25,479 shares of Company Common Stock and no
shares of Company Non-Voting Common Stock are issued and held in the treasury of
the Company, and (iv) 2,550,267 shares of Company Common Stock are reserved for
issuance upon exercise of then outstanding Options granted under the Option
Plans and 12,835,304 shares of Company Common Stock are reserved for issuance
upon conversion of the Non-Voting Common Stock. As of the date hereof, there are
no shares of Preferred Stock issued and outstanding. All the outstanding shares
of the Company's capital stock are, and all shares which may be issued pursuant
to the exercise of outstanding Options or upon exercise of the option under the
Company Stock Option Agreement will be, when issued in accordance with the
respective terms thereof, duly authorized, validly issued, fully paid and
non-assessable. As of the date hereof, the Company has no outstanding stock
appreciation rights except for limited stock appreciation rights granted in
tandem with Options. 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 and the Company Stock Option Agreement and except
as set forth in Section 3.2 of the disclosure schedule delivered by the Company
to Parent on or prior to the date hereof (the 'Disclosure Schedule'), as of the
date hereof, 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 set forth in Section
3.2 of the Disclosure Schedule, there are no outstanding contractual obligations
of the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise
acquire any Shares or the capital stock of the Company or any subsidiary or
affiliate of the Company or (ii) to provide funds to make any investment (in the
form of a loan, capital contribution or otherwise) in (x) any Subsidiary which
is not wholly-owned or (y) any other entity. Except as permitted by this
Agreement and except for Options which by their terms can not be cancelled as
set forth in Section 3.2 of the Disclosure Schedule, following the Merger,
neither the Company (or the Surviving Corporation) 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 set forth in Section 3.2 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, except for
security interests arising under the Credit Agreement, dated as of March 27,
1992, as amended to date, among the Company, Chemical Bank, as agent, and the
banks named therein (the 'Credit Agreement'), the Senior Secured Note Purchase
Agreement, dated as of March 27, 1992, as amended to date, among Chicago and
North Western Transportation Company, the Company (as Guarantor), and the
Purchasers listed therein (the 'Note Agreement'), and the Pledge Agreement,
dated as of December 20, 1990 between Chicago and North Western Railway Company
and Citibank, N.A., as trustee, and the Mortgage Trust Deed and Security
Agreement, dated as of December 20, 1990, among Citibank, N.A., as trustee, and
Chemical Bank, as administrative agent et al., are owned by either the Company
or one of its Subsidiaries free and clear of all liens, charges, claims or
encumbrances.
 
     (c)  Except for the Second Amended and Restated Stockholders Agreement,
dated as of March 30, 1992, as amended, among the Company, Parent and certain
other parties (the 'Stockholders Agreement'), and an agreement, dated as of June
21, 1993 (the '1993 Agreement') among the parties to the Stockholders 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. Parent and the
Company agree to terminate, and agree to use their reasonable best efforts to
cause the other
 
                                       8

parties thereto to terminate, as of the Effective Time, the Stockholders
Agreement, the 1993 Agreement and the Registration Rights Agreement, dated July
14, 1989, as amended, among Parent, Blackstone Capital Partners L.P. and certain
other parties thereto.
 
     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 and, subject to obtaining any necessary approval of its
stockholders as contemplated by Section 1.8 hereof with respect to the Merger,
to consummate the transactions contemplated hereby. The execution, delivery and
performance by the Company of this Agreement, and the consummation by it of the
transactions contemplated hereby, have been duly and validly authorized by its
Board of Directors and, except for those actions contemplated by Section 1.2(a)
hereof and obtaining any approval of its stockholders as contemplated by Section
1.8 hereof with respect to the Merger, no other corporate action on the part of
the Company is necessary to authorize the execution and delivery by the Company
of this Agreement and the consummation by it of the transactions contemplated
hereby. This Agreement has been duly executed and delivered by the Company and,
assuming due authorization, execution and delivery of this Agreement by Parent
and the Purchaser, is a valid and binding obligation of the Company enforceable
against the Company in accordance with its 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 the Offer, the acquisition of Shares pursuant to the Offer and the
Merger or the Company Stock Option Agreement, including, but not limited to, all
actions, to the extent required, 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. Except as
previously disclosed to Parent in writing, neither the Offer nor the Merger,
individually or taken together, is a transaction that constitutes a change in
control under any of the Company's stock option or restricted stock plans, any
other benefit plan in which any employee of the Company or any of its
Subsidiaries participates or any Company Agreement (as defined in Section 3.4).
 
     Section 3.4  Consents and Approvals; No Violations.  Except (A) as
disclosed in Section 3.4 of the Disclosure Schedule, (B) for filings, permits,
authorizations, consents and approvals as may be required under, and other
applicable requirements of, the Exchange Act, (C) for the filing and recordation
of the Certificate of Merger as required by the DGCL and the UBCA, (D) for any
applicable state takeover laws, (E) for the applicable requirements relating to
a determination by the ICC that the terms of the Merger are just and reasonable,
and (F) for the ICC's approval of Parent's application for an order authorizing
the common control (within the meaning of the Interstate Commerce Act) of the
rail subsidiaries of the Company and Parent having become final and effective
(the 'ICC Final Approval'), neither the execution, delivery or performance of
this Agreement by the Company nor the consummation by the Company of the
transactions contemplated hereby nor compliance by the Company with any of the
provisions hereof 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, (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 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
(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 which will not materially impair the ability of the Company to consummate

the transactions contemplated hereby.
 
                                       9

     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 of 1933, as amended (the 'Securities Act')
(as such documents have been filed prior to the date hereof, and amended since
the time of their filing prior to the date hereof, 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 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 including the effect of such notes on earlier financial statements and
except that the quarterly financial statements contain all footnote disclosures
required by Regulation S-X but not all footnotes required by GAAP) and fairly
present 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 as disclosed in the
Company SEC Documents filed prior to the date of this Agreement, from December
31, 1994 until the date of this Agreement, the Company and its Subsidiaries have
conducted their respective businesses and operations consistent with past
practice only in the ordinary and usual course and there have not occurred (i)
any events, changes, or effects (including the incurrence of any liabilities or
obligations 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; (ii) except as set forth in
Section 3.6 of the Disclosure Schedule, 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; or (iii) any change by the Company or any of its Subsidiaries in
accounting principles or methods, except insofar as may be required by a change
in GAAP. Since December 31, 1994, except as set forth in Section 3.6 of the
Disclosure Schedule, neither the Company nor any of its Subsidiaries has taken
any of the actions prohibited by Section 5.1(b),(c)(i), (ii) and (v), (d), (g),
(h), (j) or (k) hereof. Section 3.6 of the Disclosure Schedule sets forth the
amount of principal and unpaid interest outstanding under each instrument

evidencing indebtedness of the Company and its Subsidiaries (other than
immaterial indebtedness) which will accelerate or become due or result in a
right of redemption or repurchase on the part of the holder of such indebtedness
(with or without due notice or lapse of time) as a result of this Agreement, the
Offer or the Merger or the other transactions contemplated hereby.
 
     Section 3.7  Information in Proxy Statement.   The Proxy Statement (or any
amendment thereof or supplement thereto) will, at the date mailed to Company
stockholders and at the time of the meeting of Company stockholders to be held
in connection with the Merger, 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, except that no representation is made
by the Company with respect to statements made therein based on information
supplied by Parent or the Purchaser in writing for inclusion in the Proxy
Statement. The Proxy Statement will comply in all material respects with the
provisions of the Exchange Act and the rules and regulations thereunder.
 
     Section 3.8  Employee Benefit Plans; ERISA.  To the best knowledge of the
Company:
 
          (a)  There are no material employee benefit plans, arrangements,
     contracts or agreements (including, without limitation, employment
     agreements, change of control employment agreements and severance
     agreements) of any type (including but not limited to plans described in
     section 3(2) of the Employee Retirement Income Security Act of 1974, as
     amended ('ERISA')), maintained, or contributed to, by the Company, any of
     its Subsidiaries or any trade or business, whether or not incorporated (an
     'ERISA
 
                                       10

     Affiliate'), that together with the Company would be deemed a 'single
     employer' within the meaning of section 4001(b)(15) of ERISA, with respect
     to which the Company or any of its Subsidiaries has or may have a
     liability, other than those listed on Section 3.8(a) of the Disclosure
     Schedule (the 'Benefit Plans'). 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 Subsidiary.
 
          (b)  With respect to each Benefit Plan: (i) if intended to qualify
     under section 401(a), 401(k) or 403(a) of the Internal Revenue Code of
     1986, as amended, and the rules and regulations promulgated thereunder (the
     'Code'), such plan so qualifies, and its trust is exempt from taxation
     under section 501(a) of the Code; (ii) such plan has been administered in
     all material respects in accordance with its terms and applicable law;
     (iii) no breaches of fiduciary duty have occurred which might reasonably be
     expected to give rise to material liability on the part of the Company or
     the Subsidiaries; (iv) no disputes are pending, or, to the knowledge of the
     Company, threatened that might reasonably be expected to give rise to
     material liability on the part of the Company or the Subsidiaries; (v) no
     prohibited transaction (within the meaning of Section 406 of ERISA) has

     occurred that might reasonably be expected to give rise to material
     liability on the part of the Company or the Subsidiaries; and (vi) all
     contributions and premiums due as of the date hereof (including any
     extensions for such contributions and premiums) have been made in full.
 
          (c)  Full payment has been made, or will be made in accordance with
     section 404(a)(6) of the Code, of all amounts which the Company or its
     Subsidiaries are required to pay under the terms of each of the Benefit
     Plans as of the last day of the most recent plan year thereof ended prior
     to the date of this Agreement, and all such amounts which become payable
     through the Effective Time will be paid by the Company or its Subsidiaries
     at or prior to the Effective Time, except for annual contributions by the
     Company for calendar 1994, which are due and payable in the ordinary course
     on or before the Company's tax return due date, including any extensions.
 
          (d)  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 identified in Section 3.8(d) of
     the Disclosure Schedule, 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.
 
          (e)  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 3.8 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.
 
          (f)  Except as specifically set forth on Schedule 3.8, 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, (ii) constitute or result in a prohibited transaction
     under section 4975 of the Code or section 406 or 407 of ERISA or (iii)
     subject the Company, any of its Subsidiaries, any ERISA Affiliate, any of
     the Benefit Plans, any related trust, any trustee or administrator thereof,
     or any party dealing with the Benefit Plans or any such trust to either a
     civil penalty assessed pursuant to section 409 or 502(i) of ERISA or a tax
     imposed pursuant to section 4976 or 4980B of the Code.
 
          (g)  Except as set forth in Section 3.8(g) of the Disclosure Schedule,
     there is no Benefit Plan that is a 'multiemployer plan,' as such term is
     defined in section 3(37) of ERISA.
 
          (h)  With respect to each Benefit Plan, the Company has delivered to
     Parent accurate and complete 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.
 
                                       11

     Section 3.9  LITIGATION; COMPLIANCE WITH LAW.
 
          (a)  Except as disclosed in the Company SEC Documents filed prior to
     the date of this Agreement or as disclosed in Section 3.9 of the Disclosure
     Schedule, there is no suit, claim, action, proceeding or investigation
     pending (other than suits, claims, actions or proceedings which have not
     been served and as to which none of the Chief Executive Officer, the Chief
     Financial Officer or the most senior legal officer of the Company has
     knowledge) or, to the best knowledge of the Chief Executive Officer, Chief
     Financial Officer or the most senior legal officer of the Company,
     threatened against, the Company or any of its Subsidiaries which,
     individually or in the aggregate, is likely, individually or in the
     aggregate, to have a Material Adverse Effect on the Company, or materially
     impair the ability of the Company to consummate the Offer, the Merger or
     the other transactions contemplated hereby.
 
          (b)  To the best knowledge of the Company, the Company and its
     Subsidiaries have complied in a timely manner 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, individually or in the aggregate, have a Material Adverse Effect on
     the Company.
 
     Section 3.10  TAXES.  (a) The Company and its Subsidiaries have (i) duly
filed (or there has been filed on their behalf) with the appropriate
governmental authorities all material Tax Returns (as hereinafter defined)
required to be filed by them on or prior to the date hereof, 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 material Taxes
(as hereinafter defined) for all periods ending through the date hereof.
 
     (b)  Other than payroll tax issues being reviewed by the Internal Revenue
Service Appeals Division, 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 wherein an
adverse determination or ruling in any one such proceeding or in all such
proceedings in the aggregate could have a Material Adverse Effect on the
Company.
 
     (c)  The federal income Tax Returns of the Company and its Subsidiaries
have been examined by the Internal Revenue 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
1985, 1987 and 1989B tax years), and no material deficiencies were asserted as a

result of such examinations which have not been resolved and fully paid.
 
     (d)  'Taxes' shall mean all federal, state, local and foreign taxes, and
other assessments of a similar nature (whether imposed directly or through
withholding), including any interest, additions to tax, or penalties applicable
thereto. 'Tax Returns' shall mean all federal, state, local and foreign tax
returns, declarations, statements, reports, schedules, forms and information
returns and any amended Tax Returns relating to Taxes.
 
     Section 3.11.  ENVIRONMENTAL MATTERS.  (a) Except as set forth in the
Company SEC Documents or otherwise previously disclosed in writing by the
Company to Parent, to the best knowledge of the Chief Executive Officer, Chief
Financial Officer, the most senior legal officer, and the most senior legal
officer directly in charge of environmental matters of the Company, there are no
Environmental Liabilities (as defined below) of the Company that have had or are
likely to have a Material Adverse Effect on the Company.
 
     (b)  As used in this Agreement, 'Environmental Laws' means any and all
federal, state, local and foreign statutes, laws, judicial decisions,
regulations, ordinances, rules, judgments, orders, decrees, codes, plans,
injunctions, permits, concessions, grants, franchises, licenses, agreements and
governmental restrictions relating to the environment or to emissions,
discharges or releases of pollutants, contaminants, Hazardous Substances or
wastes into the environment, including without limitation ambient air, surface
water, ground water or land, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of pollutants, contaminants, Hazardous Substances or wastes or the
clean-up or other remediation thereof. 'Environmental Liabilities' with respect
to any person means any and all liabilities of or relating to
 
                                       12

such Person or any of its Subsidiaries (including any entity which is, in whole
or in part, a predecessor of such Person or any of its Subsidiaries), whether
vested or unvested, contingent or fixed, actual or potential, known or unknown,
which (i) arise under or relate to matters covered by Environmental Laws and
(ii) relate to actions occurring or conditions existing on or prior to the date
of this Agreement. 'Hazardous Substances' means any toxic, radioactive, caustic
or otherwise hazardous substance, including petroleum, its derivatives,
by-products and other hydrocarbons, or any substance having any constituent
elements displaying any of the foregoing characteristics, including, without
limitation, any substance regulated under Environmental Laws.
 
     Section 3.12  OPINION OF FINANCIAL ADVISORS.  The Company has received an
opinion from Blackstone to the effect that the cash consideration to be received
by the holders of Shares pursuant to the Offer and the Merger is fair to such
holders from a financial point of view, a copy of which opinion will be
delivered to Parent.
 
                                   ARTICLE IV
           REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER
 
     Parent and the Purchaser represent and warrant to the Company as follows:

     Section 4.1  ORGANIZATION.  Each of Parent and the Purchaser is a
corporation duly organized, validly existing and in good standing under the laws
of Utah 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.
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, in the aggregate, have a
Material Adverse Effect on Parent.
 
     Section 4.2  AUTHORIZATION; VALIDITY OF AGREEMENT; NECESSARY ACTION.  Each
of Parent and the Purchaser has full corporate power and authority to execute
and deliver this Agreement and to consummate the transactions contemplated
hereby. The execution, delivery and performance of this Agreement and the
consummation of the Merger and of the other transactions contemplated hereby
have been duly authorized by all necessary corporate action on the part of
Parent and the Purchaser and no other corporate proceedings on the part of
Parent and the Purchaser are necessary to authorize this Agreement or to
consummate the transactions so contemplated. This Agreement has been duly
executed and delivered by Parent and the Purchaser, as the case may be, and,
assuming due authorization, execution and delivery of this Agreement by the
Company, is a valid and binding obligation of each of Parent and the Purchaser,
as the case may be, enforceable against them in accordance with its 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.
 
     Section 4.3  CONSENTS AND APPROVALS; NO VIOLATIONS.  Except (A) for
filings, permits, authorizations, consents and approvals as may be required
under, and other applicable requirements of, the Exchange Act, (B) the filing
and recordation of the Certificate of Merger as required by the DGCL and the
UBCA, (C) any applicable state takeover laws, (D) the applicable requirements
relating to a determination by the ICC that the terms of the Merger are just and
reasonable, and (E) the ICC Final Approval, neither the execution, delivery or
performance of this Agreement by Parent and the Purchaser nor the consummation
by Parent and the Purchaser of the transactions contemplated hereby nor
compliance by Parent and the Purchaser with any of the provisions hereof will
(i) conflict with or result in any breach of any provision of the respective
articles of incorporation or by-laws of Parent and the Purchaser, (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 taken as a whole), (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,
cancellation or acceleration) under, any of the terms, conditions or provisions
of any material note, bond, mortgage, indenture, license, lease, contract,

agreement or other instrument
 
                                       13

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 (iii) and (iv) for violations, breaches or defaults which would not,
individually or in the aggregate, materially impair the ability of Parent or
Purchaser to consummate the Offer, the Merger or the other transactions
contemplated hereby.
 
     Section 4.4  INFORMATION IN PROXY STATEMENT; SCHEDULE 14D-9.  None of the
information supplied by Parent or the Purchaser for inclusion or incorporation
by reference in the Proxy Statement or the Schedule 14D-9 will, at the date
mailed to stockholders and at the time of the meeting of stockholders to be held
in connection with the Merger, 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.
 
     Section 4.5  FINANCING.  Either Parent or the Purchaser has, or will have
prior to the satisfaction of the conditions to the Offer, sufficient funds
available (through existing credit arrangements or otherwise) to purchase all of
the Shares outstanding on a fully diluted basis and to refinance the
indebtedness referred to in Section 3.6 of the Disclosure Schedule.
 
                                   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 time
the directors of the Purchaser have been elected to, and shall constitute a
majority of, the Board of Directors of the Company pursuant to Section 1.3 (the
'Appointment Date'):
 
          (a) the business of the Company and its Subsidiaries shall be
     conducted only in the ordinary and usual course consistent with past
     practice and, to the extent consistent therewith, each of the Company and
     its Subsidiaries shall use its reasonable best efforts to preserve its
     business organization intact and maintain its existing relations with
     customers, suppliers, employees, creditors and business partners;
 
          (b) the Company will not, directly or indirectly, split, combine or
     reclassify the outstanding Company Common Stock, Non-Voting Common Stock or
     any outstanding capital stock of any of the Subsidiaries of the Company;
 
          (c) neither the Company nor any of its Subsidiaries shall: (i) amend
     its articles of incorporation or by-laws or similar organizational
     documents; (ii) except as set forth in Section 5.1(c) of the Disclosure
     Schedule, 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 a wholly-owned Subsidiary in the ordinary course of
     business consistent with past practice); (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 the exercise of Options outstanding on the date hereof or
     pursuant to the conversion of the Non-Voting Shares into Shares; (iv)
     transfer, lease, license, sell, mortgage, pledge, dispose of, or encumber
     any material assets other than in the ordinary and usual course of business
     and consistent with past practice, or incur or modify any material
     indebtedness; 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 set forth in Section 5.1(d) of the Disclosure Schedule, promote any
     employee or grant any increase in the compensation payable or to become
     payable by the Company or any of its Subsidiaries to any employee,
     provided, however, the Company may increase compensation (x) as required
     pursuant to collective bargaining agreements and (y) for employees other
     than executive officers, on the anniversary date of the employee whose
     compensation is being increased provided that such employee's compensation
     has not been increased since his prior anniversary date and provided
     further that the percentage increase on his 1995 anniversary date
 
                                       14

     does not exceed 4% or (A) adopt any new, or (B) 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; or (ii) 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;
 
          (e) neither the Company nor any of its Subsidiaries shall modify,
     amend or terminate any of its material Company Agreements or waive, release
     or assign any material rights or claims, except in the ordinary course of
     business and consistent with past practice;
 
          (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 and consistent with past practice;
 
          (g) neither the Company nor any of its Subsidiaries shall: (i) incur
     or assume any long-term debt in excess of $1,000,000 in the aggregate, or
     except in the ordinary course of business, incur or assume any short-term
     indebtedness in amounts not consistent with past practice; (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 and 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 loans or advances to employees in accordance
     with past practice); or (iv) except as disclosed in Section 5.1(g) of the
     Disclosure Schedule enter into any material commitment or transaction
     (including, but not limited to, any borrowing, capital expenditure or
     purchase, sale or lease of assets) other than capital expenditures pursuant
     to the Company's capital expenditures budget that aggregate since December
     31, 1994 not more than $75,000,000;
 
          (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) in the ordinary course of business and consistent with
     past practice, of claims, liabilities or obligations 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 and consistent with past
     practice or (z) which are legally required to be paid, discharged or
     satisfied (provided that if such claims, liabilities or obligations
     referred to in this clause (z) are legally required to be paid and are also
     not otherwise payable in accordance with clauses (x) or (y) above, the
     Company will notify Parent in writing if such claims, liabilities or
     obligations exceed, individually or in the aggregate, $10 million in value,
     reasonably in advance of their payment);
 
          (j) neither the Company nor any of its Subsidiaries will adopt a plan
     of complete or partial liquidation, dissolution, merger, consolidation,
     restructuring, recapitalization or other reorganization of the Company or
     any of its Subsidiaries or any agreement relating to a Takeover Proposal
     (as hereafter defined) (other than the Merger); and
 
          (k) 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.
 
     Section 5.2  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 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
and, during such period, the Company shall (and shall cause each of its
Subsidiaries to) furnish promptly to the 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
 
                                       15

of federal securities laws and (b) all other information concerning its
business, properties and personnel as Parent may reasonably request. Until the
Effective Time, Parent will hold any such information which is nonpublic in
confidence in accordance with the provisions of the confidentiality agreement
between the Company and the Parent (the 'Confidentiality Agreement'), subject to
the requirements of applicable law. Notwithstanding anything in the
Confidentiality Agreement to the contrary, materials furnished to Parent
pursuant to this Section 5.2 may be used by Parent for strategic and integration
planning purposes.
 
     Section 5.3  CONSENTS AND APPROVALS.  Each of the Company, Parent and the
Purchaser 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 transactions contemplated hereby (which actions shall include, without
limitation, furnishing all information in connection with approvals of or
filings with any Governmental Entity) 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 transactions contemplated hereby. Each of the Company, Parent
and the Purchaser will, and will cause its Subsidiaries to, take all reasonable
actions necessary to obtain (and will cooperate with each other in obtaining)
any consent, authorization, order or approval of, or any exemption by, any
Governmental Entity or other public or private third party required to be
obtained or made by Parent, the Purchaser, the Company or any of their
Subsidiaries in connection with the Offer or the Merger or the taking of any
action contemplated thereby or by this Agreement.
 
     Section 5.4  EMPLOYEE BENEFITS.
 
     With respect to employee benefits matters, Parent, Purchaser and Company
agree as follows:
 
          (a) Parent agrees to cause the Surviving Corporation and its
     Subsidiaries to honor and assume the Change of Control Employment
     Agreements listed on Schedule 5.4(a) hereto. If Parent shall notify Company
     prior to the Effective Time that Parent wishes to substitute alternate
     contractual arrangements (to become effective as of the Effective Time)
     with one or more of the employees who currently have Change of Control
     Employment Agreements, the Company agrees to use its best efforts to
     facilitate Parent's negotiations with any such employee and to cooperate in
     making any such contractual changes which are agreed upon by Parent and
     such employee. Each individual employee who (i) receives a lump sum payment
     in cash of all benefits under Section 5(a) of a Change of Control
     Employment Agreement, (ii) agrees to amend the Second Amended and Restated
     Stockholders Agreement, dated as of March 30, 1992, as amended, an
     agreement, dated as of June 21, 1993 among the parties to such Stockholders
     Agreement, and the Registration Rights Agreement, dated July 14, 1989, as
     amended (collectively, the 'Three Agreements'), to provide that they shall
     terminate upon the Effective Time of the Merger and to waive (effective as
     of the Effective Time) any and all rights under each of the Three
     Agreements to which such employee is a party, and (iii) waives any claims
     such employee may have against the Company except for routine benefit
     claims under the Company's benefit plans pursuant to their terms and any
     rights to indemnification by the Company under Section 5.9 of this

     Agreement, will also receive a separate payment ('Extra Payment') from the
     Company representing his or her individual share of $15 million on a pro
     rata basis in the proportion that his or her individual 1995 annualized
     compensation (current salary and maximum bonus) bears to the total 1995
     annualized compensation (current salary and maximum bonus) of all of the 27
     executives who have Change of Control Employment Agreements, provided that
     if the amount an employee would receive from the sum of amounts paid
     ('Relevant Compensation') under the Change of Control Employment Agreement,
     the Extra Payment and all other compensation and benefits paid to the
     employee which would not be deductible (in whole or in part) as a result of
     Section 280G of the Code, net of all applicable federal, state and local
     income and excise taxes ('Applicable Taxes') thereon, would be smaller than
     the amount such employee would receive from Relevant Compensation net of
     Applicable Taxes if the amount of the Extra Payment were reduced, then the
     Extra Payment shall be reduced (but not below zero) to the amount which
     results in the employee receiving the largest possible amount from Relevant
     Compensation net of Applicable Taxes.
 
          (b) No employee of the Company who is not an executive officer of the
     Company and whose compensation or benefits are not the subject of a
     collective bargaining agreement, and who has not entered into a Change of
     Control Employment Agreement with the Company shall be terminated during
     the 18-month period following the Effective Date for the sole purpose of a
     reduction in force without being
 
                                       16

     permitted to participate in a two-part cash severance program (voluntary
     and involuntary) consistent with, and no less generous than, that offered
     by Parent to certain of its employees in December 1994, under the Union
     Pacific Railroad Company Marketing and Sales Department 1994 Voluntary
     Force Reduction Program.
 
          (c) With respect to the Chicago and North Western Railway Company
     Supplemental Pension Plan (the 'Pension Plan'), the Chicago and North
     Western Railway Company Profit Sharing and Retirement Savings Program (the
     'Savings Program'), the Chicago and North Western Transportation Company
     Executive Retirement Plan (the 'Executive Retirement Plan'), and the
     Chicago and North Western Transportation Company Excess Benefit Retirement
     Plan (the 'Excess Benefit Plan'), hereinafter referred to collectively as
     the 'Retirement Plans,' Parent, the Purchaser, and the Company agree as
     follows:
 
             (i) Each employee of the Company who, as of the date hereof, is
        eligible to participate in one or more of the Retirement Plans shall,
        until December 31, 1995, continue to be eligible to participate in each
        Retirement Plan in which he was eligible to participate as of the date
        hereof, subject to the terms and conditions of the applicable Retirement
        Plan as in effect from time to time (which, until December 31, 1995,
        shall remain, to the extent lawful (and, where applicable, consistent
        with the tax qualification of the Retirement Plan), consistent in all
        material respects with the terms and conditions of the Retirement Plan
        in effect at the Effective Time). Under the Savings Program the Company
        contribution for 1995 shall be equal to the 1995 Company contribution

        which would occur if the Company Contribution Base (as defined under the
        Savings Program) for 1995 equalled the Company Contribution Base for the
        calendar quarter ending March 31, 1995 (excluding any expenses of the
        transaction contemplated by the Agreement) multiplied by four (4).
 
             (ii) Each of the Retirement Plans shall be amended to provide that
        no benefits shall accrue thereunder after December 31, 1995.
 
             (iii) Effective January 1, 1996, each employee of the Company on
        that date who was an active participant in the Pension Plan as of
        December 31, 1995 shall become a participant in the Pension Plan for
        Salaried Employees of Union Pacific Corporation and Affiliates (the
        'UPPP') and shall be credited thereunder (A) with compensation paid by
        the Company before January 1, 1996, as determined in accordance with the
        terms of the Pension Plan as in effect on the date of this Agreement,
        (B) for eligibility, vesting, retirement eligibility, and benefit
        accrual purposes, with the service with which he was credited for such
        purposes under the Pension Plan as of December 31, 1995, and (C) with
        compensation and service from and after January 1, 1996, in accordance
        with the applicable provisions of the UPPP; provided that the benefits
        to which each such employee shall be entitled under the UPPP shall be
        reduced by the actuarial equivalent of the benefits to which the
        employee is entitled, as of December 31, 1995, under the Pension Plan
        and the actuarial equivalent of the amount described in Article 2.1(c)
        and (d) of the Pension Plan as in effect on the date of this Agreement,
        and determined as of December 31, 1995. For purposes of this paragraph
        (iii), actuarial equivalence shall be determined in accordance with the
        applicable provisions of Appendix I to the Pension Plan as in effect on
        the date of this Agreement.
 
             (iv) Effective January 1, 1996, each employee of the Company on
        that date who was an active participant in the Savings Program as of
        December 31, 1995 shall be eligible to participate in the Union Pacific
        Corporation Thrift Plan (the 'Thrift Plan') in accordance with the terms
        of the Thrift Plan as in effect from time to time and shall be credited
        thereunder, for eligibility and vesting purposes, with the service he
        was credited with for such purposes under the Savings Program as of
        December 31, 1995, and for service from and after January 1, 1996, in
        accordance with the terms of the Thrift Plan as in effect from time to
        time.
 
             (v) From and after January 1, 1996, each employee of the Company on
        that date who was an active participant in the Executive Retirement
        Plan, the Excess Benefit Plan, or both as of December 31, 1995 shall be
        entitled to participate in any excess benefit or other unfunded deferred
        compensation plan that supplements the UPPP or the Thrift Plan and in
        which similarly situated employees of Parent are then entitled to
        participate.
 
                                       17

          (d) Each of the Company's employee benefit plans shall be amended to

     provide that if an employee of the Company as of the date hereof, whose
     compensation or benefits at such date are not the subject of a collective
     bargaining agreement (a 'Nonagreement Employee'), is transferred to
     employment with the Parent or the Purchaser after such date and before
     January 1, 1996, the Non-agreement Employee shall be permitted to
     participate in the plan pursuant to the terms of the plan and shall not be
     prohibited from such participation solely by reason of such transfer,
     provided that the Nonagreement Employee is otherwise eligible to
     participate in the plan in accordance with the terms and conditions
     thereof.
 
          (e) Except to the extent otherwise provided in this Agreement, from
     and after January 1, 1996, each Nonagreement Employee of the Company at the
     Effective Time who is a Nonagreement Employee of the Parent, Company, or
     Purchaser on January 1, 1996 shall be entitled to participate in, and to
     receive benefits under, the employee benefit plans of the Company, Parent,
     and the Purchaser, in accordance with terms and conditions that are
     comparable to the terms and conditions that apply to similarly situated
     employees of the Purchaser or Parent. Except with respect to the Retirement
     Plans, each such employee of the Company whose compensation or benefits are
     not subject to a collective bargaining agreement shall at all times on and
     after January 1, 1996 be given full credit for all past service under all
     employee benefit plans of Parent, Purchaser and all affiliates to the
     extent to which credit is given for such service under the Company's
     similar benefit plans, subject to reduction for any benefits to which such
     employee is entitled from the Company under its similar benefit plans.
 
          (f) The Company will pay, as soon as reasonably practical after the
     date of Closing, bonuses under its Bonus Plan in an amount determined by
     projecting to December 31, 1995 the Company's performance (measured using
     the performance measures established by the Compensation Committee for
     1995, calculating such bonuses without giving effect to the expenses of the
     transaction contemplated by the Agreement) through the date of Closing and
     prorating the resulting bonus amounts to the date of Closing.
 
     Section 5.5  NO SOLICITATION.  (a) The Company (and its Subsidiaries and
affiliates) will not, and the Company (and its Subsidiaries and affiliates) 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 affiliate or an inquiry with respect thereto, or,
(ii) in the event of an unsolicited Takeover Proposal for the Company or any
Subsidiary or affiliate, engage in negotiations or discussions with, or provide
any information or data to any Person relating to any Takeover Proposal, except
to the extent that the Company's Board of Directors determines, based on the
opinion of outside legal counsel to the Company, that the failure to engage in
such negotiation or discussions or provide such information would likely result
in a breach of the Board of Directors' fiduciary duties under applicable law.
The Company shall notify Parent and the Purchaser orally and in writing of any
such offers, proposals or Takeover Proposals (including, without limitation, the
terms and conditions thereof and the identity of the Person making it), within
24 hours of the receipt thereof, unless the Company's Board of Directors

determines, based on the opinion of outside legal counsel to the Company, that
giving such notice would result in a breach of the Board of Directors' fiduciary
duties under applicable law. 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 existing discussions and negotiations, if any, with any
parties conducted heretofore with respect to any Takeover Proposal relating to
the Company. Notwithstanding anything to the contrary, nothing contained in this
Section 5.5 shall prohibit the Company or its Board of Directors from (i)
issuing a press release or otherwise publicly disclosing the terms of any
Takeover Proposal; (ii) communicating to the Company's stockholders a position
as required by Rule 14e-2 promulgated under the Exchange Act; or (iii) making
any disclosure to the Company's stockholders which the Board of Directors of the
Company determines, based on the opinion of outside legal counsel to the
Company, that the Company would likely be required to make under applicable law
(including, without limitation, laws relating to the fiduciary duties of
directors).
 
     (b) As used in this Agreement, 'Takeover Proposal' when used in connection
with any Person shall mean any tender or exchange offer involving 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
 
                                       18

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; provided, however,
that, as used in this Agreement, the term 'Takeover Proposal' shall not apply to
any transaction of the type described in this subsection (b) involving Parent,
the Purchaser or their affiliates. As used in this Agreement, 'Person' shall
mean any corporation, partnership, person or other entity or group (including
the Company and its affiliates and representatives, but excluding Parent or any
of its affiliates or representatives).
 
     Section 5.6  ADDITIONAL AGREEMENTS.  Subject to the terms and conditions
herein provided, each of the parties hereto agrees to use all reasonable 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, and 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 all reasonable efforts to take, or cause to be taken, all such
necessary actions. Parent and the Company further agree to use their reasonable
best efforts to make final and effective the ICC Final Approval.
 
     Section 5.7  PUBLICITY.  So long as this Agreement is in effect and subject
to Section 5.5 hereof, neither the Company, Parent nor any of their respective

affiliates shall issue or cause the publication of any press release or other
announcement with respect to the Merger, this Agreement or the other
transactions contemplated hereby without the prior consultation of the other
party, except as may be required by law or by any listing agreement with a
national securities exchange. Nothing contained in this Section 5.7 shall
prohibit Parent or its affiliates from issuing a press release or otherwise
publicly commenting on, without prior consultation, any matter disclosed by the
Company or its Board of Directors without prior consultation pursuant to clause
(iii) of the last sentence of Section 5.5(a) hereof.
 
     Section 5.8  NOTIFICATION OF CERTAIN MATTERS.  The Company shall give
prompt notice to Parent and Parent shall give prompt notice to the Company, of
(i) 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 (ii) 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 5.8 shall not limit or otherwise
affect the remedies available hereunder to the party receiving such notice.
 
     Section 5.9  DIRECTORS' AND OFFICERS' INSURANCE AND
INDEMNIFICATION.  Parent agrees that at all times after consummation of the
Offer, it shall indemnify, or shall cause the Company (or the Surviving
Corporation if after the Effective Time) 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 Company (or the Surviving
Corporation if after the Effective Time) to, maintain in effect for not less
than 6 years after consummation of the Offer 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 300% 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 Company (or the Surviving
Corporation if after the Effective Time) to, and the Company (or the Surviving
Corporation if after the Effective Time) shall, provide the maximum coverage
that shall then be available at an annual premium equal to 300% of such rate,
and Parent, in addition to the indemnification provided above in this
 
                                       19

Section 5.9, 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 Company (or the Surviving Corporation if after
the Effective Time) 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 to the extent that 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 unless such
separate counsel is required due to a conflict of interest, in which case the
Indemnitors shall be responsible for the fees and expenses of one separate
counsel for all such Indemnified Parties. 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 5.9 are intended for the benefit
of, and shall be enforceable by, the respective Indemnified Parties.
 
     Section 5.10  CONVERSION OF NON-VOTING COMMON STOCK.  The Company agrees to
acquiesce in the two conditions contained in the ICC's decision in Finance
Docket No. 32133 served on March 7, 1995, subject to the consummation of the
Offer. The Company agrees to cooperate with Parent, and join in any filings or
submissions to the ICC, in connection with obtaining the ICC Final Approval;
provided, however, that notwithstanding the foregoing, prior to consummation of
the Offer, neither party shall be deemed to waive any rights under Section 9 of
the Stockholders Agreement with respect to any conditions in the ICC Final
Approval. On or after April 6, 1995 (provided no stays have been entered by any
court or by the ICC prior to such time in connection with Parent's application
with the ICC for an order authorizing the common control of the rail
subsidiaries of Parent and the Company) or on such later date that the parties
shall receive the ICC Final Approval, and provided that Purchaser shall have

consummated the Offer or, if the Offer shall not have been consummated, the
provisions of Section 9 of the Stockholders Agreement relating to the conditions
of the ICC Final Approval shall have been satisfied, the Company shall, not
later than the next business day immediately following the receipt of the
request of Parent or the Purchaser, accompanied by delivery to the Company's
transfer agent of certificates representing Purchaser's shares of Non-Voting
Common Stock, convert Purchaser's shares of Non-Voting Common Stock into shares
of Company Common Stock and appoint two Parent designees to the Board of
Directors of the Company.
 
     Section 5.11  ICC DETERMINATION.  The Company agrees to support, and if
requested by Parent, to join in, the application of Parent to the ICC requesting
a determination that the terms of the Merger are just and reasonable or,
alternatively, a declaratory order of the ICC that no such determination is
required, and the Company agrees to take such further action as is necessary or
desirable to obtain such determination or order.
 
                                       20

                                   ARTICLE VI
                                   CONDITIONS
 
     Section 6.1  CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE
MERGER.  The respective obligation of each party to effect the Merger shall be
subject to the satisfaction on or prior to the Closing Date of each of the
following conditions:
 
          (a)  STOCKHOLDER APPROVAL.  This Agreement shall have been approved
     and adopted by the requisite vote of the holders of Company Common Stock,
     if required by applicable law and the Restated Certificate of
     Incorporation, in order to consummate the Merger;
 
          (b)  STATUTES; CONSENTS.  No statute, rule, order, decree or
     regulation shall have been enacted or promulgated by any foreign or
     domestic government or any governmental agency or authority of competent
     jurisdiction which prohibits the consummation of the Merger and all foreign
     or domestic governmental consents, orders and approvals required for the
     consummation of the Merger and the transactions contemplated hereby shall
     have been obtained and shall be in effect at the Effective Time;
 
          (c)   INJUNCTIONS.  There shall be no order or injunction of a foreign
     or United States federal or state court or other governmental authority of
     competent jurisdiction in effect precluding, restraining, enjoining or
     prohibiting consummation of the Merger and there shall be no suit, action,
     proceeding or investigation by a Governmental Entity seeking to restrain,
     enjoin or prohibit the Merger; and
 
          (d)   PURCHASE OF SHARES IN OFFER.  Parent, the Purchaser or their
     affiliates shall have purchased shares of Company Common Stock pursuant to
     the Offer.
 
     Section 6.2  CONDITIONS TO PARENT'S OBLIGATION TO EFFECT THE MERGER.  The
obligation of Parent to effect the Merger shall be subject to the ICC having
made a determination that the terms of the Merger are just and reasonable or

having issued a declaratory order that no such determination is required.
 
                                  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 shares of Company Common Stock shall not have been purchased
        pursuant to the Offer on or prior to June 30, 1995; 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
        material obligation under this Agreement has been the cause of, or
        resulted in, the failure of Parent or the Purchaser, as the case may be,
        to purchase shares of Company Common Stock pursuant to the Offer on or
        prior to such date; or
 
             (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 reasonable 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.
 
          (c) By the Board of Directors of the Company:
 
             (i) if, prior to the purchase of shares of Company Common Stock
        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
        the Purchaser its approval or recommendation of the Offer, this
        Agreement or the Merger in order to approve and permit the Company to
        execute a definitive agreement relating to a Takeover
 
                                       21

        Proposal, and (B) determined, based on an opinion of outside legal
        counsel to the Company, that the failure to take such action as set
        forth in the preceding clause (A) would likely result in a breach of the
        Board of Directors' fiduciary duties under applicable law; or
 
             (ii) if, prior to the purchase of Company Common Stock pursuant to
        the Offer, Parent or the Purchaser breaches or fails in any material
        respect to perform or comply with any of its material covenants and
        agreements contained herein or breaches its representations and
        warranties in any material respect; or

             (iii) if Parent or the Purchaser shall have terminated the Offer,
        or the Offer shall have expired, without Parent or the Purchaser, as the
        case may be, purchasing any shares of Company Common Stock pursuant
        thereto; provided that the Company may not terminate this Agreement
        pursuant to this Section 7.1(c)(iii) if the Company is in material
        breach of this Agreement; or
 
             (iv) if, due to an occurrence that if occurring after the
        commencement of the Offer would result in a failure to satisfy any of
        the conditions set forth in Annex A hereto, Parent, the Purchaser or any
        of their affiliates shall have failed to commence the Offer on or prior
        to five business days following the date of the initial public
        announcement of the Offer; provided, that the Company may not terminate
        this Agreement pursuant to this Section 7.1(c)(iv) if the Company is in
        material breach of this Agreement.
 
          (d) By the Board of Directors of Parent:
 
             (i) if, due to an occurrence that if occurring after the
        commencement of the Offer would result in a failure to satisfy any of
        the conditions set forth in Annex A hereto, Parent, the Purchaser, or
        any of their affiliates shall have failed to commence the Offer on or
        prior to five business days following the date of the initial public
        announcement of the Offer; provided that Parent may not terminate this
        Agreement pursuant to this Section 7.1(d)(i) if Parent is in material
        breach of this Agreement; or
 
             (ii) if (A) prior to the purchase of shares of Company Common Stock
        pursuant to the Offer, the Board of Directors of the Company shall have
        withdrawn, or modified or changed (including by amendment of the
        Schedule 14D-9) in a manner adverse to Parent or the Purchaser its
        approval or recommendation of the Offer, this Agreement or the Merger or
        shall have recommended a Takeover Proposal, or shall have executed 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, the Purchaser or their affiliates
        (or the Board of Directors of the Company resolves to do any of the
        foregoing), or (B) it shall have been publicly disclosed or Parent or
        the Purchaser shall have learned that 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 affiliates 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 30% 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 an option, right, or
        warrant, conditional or otherwise, to acquire beneficial ownership of
        more than 30% of any class or series of capital stock of the Company
        (including the Shares); or
 
             (iii) if Parent or the Purchaser, as the case may be, shall have
        terminated the Offer, or the Offer shall have expired without Parent or
        the Purchaser, as the case may be, purchasing any shares of Company

        Common Stock thereunder, provided that Parent may not terminate this
        Agreement pursuant to this Section 7.1(d)(iii) if it or the Purchaser
        has failed to purchase shares of Company Common Stock in the Offer in
        violation of the material terms thereof.
 
     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,
the Purchaser 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.
 
                                       22

                                  ARTICLE VIII
                                 MISCELLANEOUS
 
     Section 8.1  FEES AND EXPENSES.  (a) Except as contemplated by this
Agreement, including Section 8.1(b) hereof, all costs and expenses incurred in
connection with this Agreement and the consummation of the transactions
contemplated hereby shall be paid by the party incurring such expenses.
 
          (b) If (w) the Board of Directors of the Company shall terminate this
     Agreement pursuant to Section 7.1(c)(i) hereof, (x) the Board of Directors
     of Parent shall terminate this Agreement pursuant to Section 7.1(d)(ii)
     hereof, (y) the Board of Directors of the Company shall terminate this
     Agreement pursuant to Section 7.1(c) (iii) or 7.1(c)(iv) or the Board of
     Directors or Parent shall terminate this Agreement pursuant to Section
     7.1(d)(iii) and within one (1) year of any such termination under this
     clause (y), a Person shall acquire or beneficially own a majority of the
     then outstanding shares of Company Common Stock or shall have obtained
     representation on the Company's Board of Directors or shall enter into a
     definitive agreement with the Company with respect to a Takeover Proposal
     or similar business combination or (z) the Board of Directors of Parent
     shall terminate this Agreement pursuant to Section 7.1(d)(i) due to (I) a
     material breach of the representations and warranties of the Company set
     forth in this Agreement or (II) a material breach of, or failure to perform
     or comply with, any material obligation, agreement or covenant contained in
     this Agreement, including but not limited to the covenants contained in
     Section 5.1 hereof, by the Company, then in any such case as described in
     clause (w), (x), (y) or (z) (each such case of termination being referred
     to as a 'Trigger Event'), the Company agrees that it shall promptly assume
     and pay, or reimburse Parent for, all reasonable fees and expenses
     incurred, or to be incurred by Parent, the Purchaser and their affiliates
     (including the fees and expenses of legal counsel, accountants, financial
     advisors, other consultants, financial printers and financing sources) in
     connection with the Offer, the Merger and the consummation of the
     transactions contemplated by this Agreement, in an amount not to exceed $3
     million in the aggregate.
 
     Section 8.2  FINDERS' FEES.  (a) Except for Blackstone, 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 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 Corporation, 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, by action taken by their
respective Boards of Directors (which in the case of the Company shall include
approvals as contemplated in Section 1.3(c)), 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 Merger
Consideration.
 
     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 Federal
Express, to the parties at the following addresses (or at such other address for
a party as shall be specified by like notice):
 
                                       23

          (a) if to Parent or the Purchaser, to:
 
          Union Pacific Corporation
        Martin Tower, Eighth and
          Eaton Avenues
        Bethlehem, Pennsylvania 18018
        Attention:  Chairman and Chief
                    Executive Officer
        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:
 
          Chicago and North Western
          Transportation Company
        165 North Canal Street
        Chicago, Illinois 60606
        Attention:  Chairman and Chief
                    Executive Officer
        Telephone No.: (312) 559-6172
        Telecopy No.: (312) 559-7169
        with a copy to:
        Paul J. Miller, Esq.
        Sonnenschein, Nath & Rosenthal
        8000 Sears Tower
        Chicago, Illinois 60606-6404
        Telephone No.: (312) 876-8000
        Telecopy No.: (312) 876-7934
 
     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 March 16, 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 and the Confidentiality Agreement (including the
documents and the instruments referred to herein and therein
 
                                       24

except to the extent superseded hereby): (a) constitutes the entire agreement
and supersedes 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 5.9 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  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 8.11  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 the Purchaser 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. 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.
 
     IN WITNESS WHEREOF, Parent, the Purchaser 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:
                                              Title:
                                          UP RAIL, INC.
                                          By: _______/s/ CARL VON BERNUTH_______
                                              Name:
                                              Title:
 
                                          CHICAGO AND NORTH WESTERN
                                              TRANSPORTATION COMPANY
 
                                          By: ________/s/ ROBERT SCHMIEGE_______
                                              Name: Robert Schmiege
                                              Title: Chairman, President and
                                               Chief Executive Officer
 
                                       25

                                         ANNEX A TO AGREEMENT AND PLAN OF MERGER
 
                         CONDITIONS TO THE TENDER OFFER
 
     Notwithstanding any other provisions of the Offer, and in addition to (and
not in limitation of) the Purchaser's rights to extend and amend the Offer at
any time in its sole discretion (subject to the provisions of the Merger
Agreement), the Purchaser 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 the Purchaser'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 (i) the Minimum
Condition has not been satisfied prior to the expiration of the Offer, (ii) the
Interstate Commerce Commission's ('ICC') approval of Parent's application for an
order authorizing the common control, within the meaning of the Interstate
Commerce Act, of the rail subsidiaries of the Company and Parent shall not have
become final and effective prior to the expiration of the Offer, or (iii) at any
time on or after March 16, 1995 and prior to the acceptance for payment of any
such Shares, any of the following events shall occur or shall be determined by
the Purchaser to have occurred:
 
          (a) there shall have been instituted or pending any action,
     proceeding, application, claim or suit, or any statute, rule, regulation,
     judgment, order or injunction promulgated, entered, enforced, enacted,
     proposed, issued or applicable to the Offer or the Merger by any domestic
     or foreign federal, state or local governmental regulatory or
     administrative agency or authority or court or legislative body or
     commission which directly or indirectly (l) prohibits or makes illegal, or
     imposes any material adverse limitations on, Parent's or the Purchaser's
     ownership or operation of all or a material portion of the businesses or
     assets of the Company and its Subsidiaries, taken as a whole, or compels
     Parent or the Purchaser or their respective Subsidiaries and affiliates to
     dispose of or hold separate any material portion of the business or assets
     of the Company or its Subsidiaries, in each case taken as a whole, (2)
     prohibits, or makes illegal the acceptance for payment, payment for or
     purchase of Shares or the consummation of the Offer or the Merger, (3)
     restricts the ability of the Purchaser, or renders the Purchaser unable, to
     accept for payment, pay for or purchase some or all of the Shares, (4)
     imposes material limitations on the ability of the Purchaser or Parent
     effectively to exercise full rights of ownership of the Shares, including,
     without limitation, the right to vote the Shares purchased by it on all
     matters properly presented to the Company's stockholders, (5) prohibits,
     restricts, results in a delay, or imposes material limitations on the
     ability of Purchaser to convert the Non-Voting Shares into Shares, or (6)
     otherwise materially adversely affects the financial condition, businesses
     or results of operations of the Company and its Subsidiaries, taken as a
     whole; provided that in each such case Parent shall have used all
     reasonable efforts to cause any such judgment, order or injunction to be
     vacated or lifted;

          (b) the representations and warranties of the Company set forth in the
     Merger Agreement shall not have been true and correct when made, except (i)
     those representations and warranties that address matters only as of a
     particular date are true and correct as of such date, and (ii) where the
     failure of such representations and warranties to have been true and
     correct when made (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 the Company shall have breached or failed in any material respect
     to perform or comply with any material obligation, agreement or covenant
     required by the Merger Agreement to be performed or complied with by it;
 
          (c) (i) it shall have been publicly disclosed or Parent or the
     Purchaser shall have otherwise learned that any person, entity or 'group'
     (as defined in Section 13(d)(3) of the Exchange Act), other than Parent or
     its affiliates 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 30% of the outstanding
     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, or shall have been granted an option, right or warrant,
     conditional or otherwise, to acquire beneficial ownership of more than 30%
     of any class or series of
 
                                       1

     capital stock of the Company (including the Shares); or (ii) any person or
     group shall have entered into a definitive agreement or agreement in
     principle with the Company with respect to a Takeover Proposal or other
     business combination with the Company;
 
          (d) the Company's Board of Directors shall have withdrawn, or modified
     or changed in a manner adverse to Parent or the Purchaser (including by
     amendment of the Schedule 14D-9) its recommendation of the Offer, the
     Merger Agreement, or the Merger, or recommended another proposal or offer,
     or shall have resolved to do any of the foregoing; or
 
          (e) the Merger Agreement shall have been terminated in accordance with
     its terms;
 
which in the sole judgment of Parent or the Purchaser, in any such case, and
regardless of the circumstances (including any action or inaction by Parent or
the Purchaser giving rise to such condition) makes it inadvisable to proceed
with the Offer or with such acceptance for payment or payments.
 
     The foregoing conditions are for the sole benefit of the Purchaser and
Parent and may be waived by Parent or the Purchaser, in whole or in part at any
time and from time to time in the sole discretion of Parent or the Purchaser.
The failure by Parent or the Purchaser at any time to exercise any of the
foregoing rights shall not be deemed a waiver of any such right and each such
right shall be deemed an ongoing right which may be asserted at any time and
from time to time.

                                       2

                                                                        ANNEX II
 
              SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW
 
     262  APPRAISAL RIGHTS.--(a) Any stockholder of a corporation of this State
who holds shares of stock on the date of the making of a demand pursuant to
subsection (d) of this section with respect to such shares, who continuously
holds such shares through the effective date of the merger or consolidation, who
has otherwise complied with subsection (d) of this section and who has neither
voted in favor of the merger or consolidation nor consented thereto in writing
pursuant to Section 228 of this title shall be entitled to an appraisal by the
Court of Chancery of the fair value of his shares of stock under the
circumstances described in subsections (b) and (c) of this section. As used in
this section, the word 'stockholder' means a holder of record of stock in a
stock corporation and also a member of record of a nonstock corporation; the
words 'stock' and 'share' mean and include what is ordinarily meant by those
words and also membership or membership interest of a member of a nonstock
corporation; and the words 'depository receipt' mean a receipt or other
instrument issued by a depository representing an interest in one or more
shares, or fractions thereof, solely of stock of a corporation, which stock is
deposited with the depository.
 
     (b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be
effected pursuant to Section 251, 252, 254, 257, 258, 263 or 264 of this title:
 
          (1) Provided, however, that no appraisal rights under this section
     shall be available for the shares of any class or series of stock, which
     stock, or depository receipts in respect thereof, at the record date fixed
     to determine the stockholders entitled to receive notice of and to vote at
     the meeting of stockholders to act upon the agreement of merger or
     consolidation, were either (i) listed on a national securities exchange or
     designated as a national market system security on an inter-dealer
     quotation system by the National Association of Securities Dealers, Inc. or
     (ii) held of record by more than 2,000 holders; and further provided that
     no appraisal rights shall be available for any shares of stock of the
     constituent corporation surviving a merger if the merger did not require
     for its approval the vote of the holders of the surviving corporation as
     provided in subsection (f) of Section 251 of this title.
 
          (2) Notwithstanding paragraph (1) of this subsection, appraisal rights
     under this section shall be available for the shares of any class or series
     of stock of a constituent corporation if the holders thereof are required
     by the terms of an agreement of merger or consolidation pursuant to
     SectionSection 251, 252, 254, 257, 258, 263 and 264 of this title to accept
     for such stock anything except:
 
             a. Shares of stock of the corporation surviving or resulting from
        such merger or consolidation, or depository receipts in respect thereof;

             b. Shares of stock of any other corporation, or depository receipts
        in respect thereof, which shares of stock or depository receipts at the
        effective date of the merger or consolidation will be either listed on a
        national securities exchange or designated as a national market system
        security on an inter-dealer quotation system by the National Association
        of Securities Dealers, Inc. or held of record by more than 2,000
        holders;
 
             c. Cash in lieu of fractional shares or fractional depository
        receipts described in the foregoing subparagraphs a. and b. of this
        paragraph; or
 
             d. Any combination of the shares of stock, depository receipts and
        cash in lieu of fractional shares or fractional depository receipts
        described in the foregoing subparagraphs a., b. and c. of this
        paragraph.
 
          (3) In the event all of the stock of a subsidiary Delaware corporation
     party to a merger effected under Section 253 of this title is not owned by
     the parent corporation immediately prior to the merger, appraisal rights
     shall be available for the shares of the subsidiary Delaware corporation.
 
     (c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision,

the procedures of this section, including those set forth in subsections (d) and
(e) of this section, shall apply as nearly as is practicable.
 
     (d) Appraisal rights shall be perfected as follows:
 
          (1) If a proposed merger or consolidation for which appraisal rights
     are provided under this section is to be submitted for approval at a
     meeting of stockholders, the corporation, not less than 20 days prior to
     the meeting, shall notify each of its stockholders who was such on the
     record date for such meeting with respect to shares for which appraisal
     rights are available pursuant to subsections (b) or (c) hereof that
     appraisal rights are available for any or all of the shares of the
     constituent corporations, and shall include in such notice a copy of this
     section. Each stockholder electing to demand the appraisal of his shares
     shall deliver to the corporation, before the taking of the vote on the
     merger or consolidation, a written demand for appraisal of his shares. Such
     demand will be sufficient if it reasonably informs the corporation of the
     identity of the stockholder and that the stockholder intends thereby to
     demand the appraisal of his shares. A proxy or vote against the merger or
     consolidation shall not constitute such a demand. A stockholder electing to
     take such action must do so by a separate written demand as herein
     provided. Within 10 days after the effective date of such merger or
     consolidation, the surviving or resulting corporation shall notify each
     stockholder of each constituent corporation who has complied with this

     subsection and has not voted in favor or consented to the merger or
     consolidation of the date that the merger or consolidation has become
     effective; or
 
          (2) If the merger or consolidation was approved pursuant to Section
     228 or 253 of this title, the surviving or resulting corporation, either
     before the effective date of the merger or consolidation or within 10 days
     thereafter, shall notify each of the stockholders entitled to appraisal
     rights of the effective date of the merger or consolidation and that
     appraisal rights are available for any or all of the shares of the
     constituent corporation, and shall include in such notice a copy of this
     section. The notice shall be sent by certified or registered mail, return
     receipt requested, addressed to the stockholder at his address as it
     appears on the records of the corporation. Any stockholder entitled to
     appraisal rights may, within 20 days after the date of mailing of the
     notice, demand in writing from the surviving or resulting corporation the
     appraisal of his shares. Such demand will be sufficient if it reasonably
     informs the corporation of the identity of the stockholder and that the
     stockholder intends thereby to demand the appraisal of his shares.
 
     (e) Within 120 days after the effective date of the merger or
consolidation, the surviving or resulting corporation or any stockholder who has
complied with subsections (a) and (d) hereof and who is otherwise entitled to
appraisal rights, may file a petition in the Court of Chancery demanding a
determination of the value of the stock of all such stockholders.
Notwithstanding the foregoing, at any time within 60 days after the effective
date of the merger or consolidation, any stockholder shall have the right to
withdraw his demand for appraisal and to accept the terms offered upon the
merger or consolidation. Within 120 days after the effective date of the merger
or consolidation, any stockholder who has complied with the requirements of
subsections (a) and (d) hereof, upon written request, shall be entitled to
receive from the corporation surviving the merger or resulting from the
consolidation a statement setting forth the aggregate number of shares not voted
in favor of the merger or consolidation and with respect to which demands for
appraisal have been received and the aggregate number of holders of such shares.
Such written statement shall be mailed to the stockholder within 10 days after
his written request for such a statement is received by the surviving or
resulting corporation or within 10 days after expiration of the period for
delivery of demands for appraisal under subsection (d) hereof, whichever is
later.
 
     (f) Upon the filing of any such petition by a stockholder, service of a
copy thereof shall be made upon the surviving or resulting corporation, which
shall within 20 days after such service file in the office of the Register in
Chancery in which the petition was filed a duly verified list containing the
names and addresses of all stockholders who have demanded payment for their
shares and with whom agreements as to the value of their shares have not been
reached by the surviving or resulting corporation. If the petition shall be
filed by the surviving or resulting corporation, the petition shall be
accompanied by such a duly verified list. The Register in Chancery, if so
ordered by the Court, shall give notice of the time and place fixed for the
hearing of such petition by registered or certified mail to the surviving or
resulting corporation and to the stockholders shown on the list at the addresses
therein stated. Such notice shall also be given by 1 or more publications at

least 1 week before the day of the hearing, in a newspaper of general
circulation published in the City of Wilmington, Delaware or
 
                                       2

such publication as the Court deems advisable. The forms of the notices by mail
and by publication shall be approved by the Court, and the costs thereof shall
be borne by the surviving or resulting corporation.
 
     (g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an
appraisal for their shares and who hold stock represented by certificates to
submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any stockholder
fails to comply with such direction, the Court may dismiss the proceedings as to
such stockholder.
 
     (h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value. In determining such fair value, the
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors, including the rate of
interest which the surviving or resulting corporation would have had to pay to
borrow money during the pendency of the proceeding. Upon application by the
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion, permit discovery
or other pretrial proceedings and may proceed to trial upon the appraisal prior
to the final determination of the stockholder entitled to an appraisal. Any
stockholder whose name appears on the list filed by the surviving or resulting
corporation pursuant to subsection (f) of this section and who has submitted his
certificates of stock to the Register in Chancery, if such is required, may
participate fully in all proceedings until it is finally determined that he is
not entitled to appraisal rights under this section.
 
     (i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court
may direct. Payment shall be so made to each such stockholder, in the case of
holders of uncertificated stock forthwith, and the case of holders of shares
represented by certificates upon the surrender to the corporation of the
certificates representing such stock. The Court's decree may be enforced as
other decrees in the Court of Chancery may be enforced, whether such surviving
or resulting corporation be a corporation of this State or of any state.
 
     (j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.

     (k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded his appraisal rights as provided in subsection (d)
of this section shall be entitled to vote such stock for any purpose or to
receive payment of dividends or other distributions on the stock (except
dividends or other distributions payable to stockholders of record at a date
which is prior to the effective date of the merger or consolidation); provided,
however, that if no petition for an appraisal shall be filed within the time
provided in subsection (e) of this section, or if such stockholder shall deliver
to the surviving or resulting corporation a written withdrawal of his demand for
an appraisal and an acceptance of the merger or consolidation, either within 60
days after the effective date of the merger or consolidation as provided in
subsection (e) of this section or thereafter with the written approval of the
corporation, then the right of such stockholder to an appraisal shall cease.
Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery
shall be dismissed as to any stockholder without the approval of the Court, and
such approval may be conditioned upon such terms as the Court deems just.
 
     (l) The shares of the surviving or resulting corporation to which the
shares of such objecting stockholders would have been converted had they
assented to the merger or consolidation shall have the status of authorized and
unissued shares of the surviving or resulting corporation.
 
                                       3

     Manually signed facsimile copies of the Letter of Transmittal will be
accepted. The Letter of Transmittal, certificates for Shares and any other
required documents should be sent or delivered by each stockholder of the
Company or such stockholder's broker, dealer, commercial bank, trust company or
other nominee to the Depositary at one of its addresses set forth below:
 
                        The Depositary for the Offer is:
 
                                 CITIBANK, N.A.

                                                                      
              By Mail:                       By Overnight Delivery:
           Citibank, N.A.                        Citibank, N.A.                           By Hand:
         c/o Citicorp Data                     c/o Citicorp Data                       Citibank, N.A.
         Distribution, Inc.                    Distribution, Inc.                  Corporate Trust Window
           P.O. Box 1429                        404 Sette Drive                  111 Wall Street, 5th Floor
     Paramus, New Jersey 07653             Paramus, New Jersey 07652                 New York, New York
                                           By Facsimile Transmission:                    By Telex:
                                        (For Eligible Institutions Only)               (710) 990-4964
                                                 (201) 262-3240                    Answer Back: CDDI PARA
                                             Confirm By Telephone:
                                                 (800) 422-2066

                               ------------------
 
     Questions and requests for assistance or for additional copies of the Offer
to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may

be directed to the Information Agent or the Dealer Manager at their respective
telephone numbers and locations listed below. You may also contact your broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.
 
                    The Information Agent for the Offer is:
 
                               MORROW & CO., INC.

                                                                      
    909 Third Avenue, 20th Floor         14755 Preston Road, Suite 725            39 South LaSalle Street
      New York, New York 10022                  Dallas, TX 75240                  Chicago, Illinois 60603
           (212) 754-8000                        (214) 788-0977                        (312) 444-1150
           (Call Collect)                        (Call Collect)                        (Call Collect)

                                       or
 
                 Banks & Brokers Call Toll Free 1-800-662-5200
                    All Others Call Toll Free 1-800-566-9058
 
                      The Dealer Manager for the Offer is:
 
                                CS FIRST BOSTON
 
                               Park Avenue Plaza
                              55 East 52nd Street
                            New York, New York 10055
                         (212) 909-2000 (Call Collect)

                             LETTER OF TRANSMITTAL
                        TO TENDER SHARES OF COMMON STOCK

                                       OF
 
                           CHICAGO AND NORTH WESTERN
                             TRANSPORTATION COMPANY

             PURSUANT TO THE OFFER TO PURCHASE DATED MARCH 23, 1995

                                       BY

                                 UP RAIL, INC.
                      AN INDIRECT WHOLLY OWNED SUBSIDIARY

                                       OF
 
                           UNION PACIFIC CORPORATION
 
      THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
            NEW YORK CITY TIME, ON WEDNESDAY, APRIL 19, 1995,
                      UNLESS THE OFFER IS EXTENDED.

                        The Depositary for the Offer 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
      P.O. Box 1429             404 Sette Drive                  Floor
Paramus, New Jersey 07653  Paramus, New Jersey 07652      New York, New York

                           By Facsimile Transmission:          By Telex:
                           (For Eligible Institutions       (710) 990-4964
                                     Only)              Answer Back: CDDI PARA
                                 (201) 262-3240

                             Confirm By Telephone:
                                 (800) 422-2066
 
                               ------------------
 
     DELIVERY OF THIS 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.
 
     THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
 
     This Letter of Transmittal is to be completed by stockholders either if
certificates evidencing Shares ('Share Certificates') are to be forwarded
herewith or if delivery of Shares is to be made by book-entry transfer to the

Depositary's account at The Depository Trust Company, the Midwest Securities
Trust Company or the Philadelphia Depository Trust Company (each a 'Book-Entry
Transfer Facility' and collectively, the 'Book-Entry Transfer Facilities')
pursuant to the book-entry transfer procedure described in 'THE OFFER--
Procedures for Tendering Shares' of the Offer to Purchase (as defined below).
Delivery of documents to a Book-Entry Transfer Facility in accordance with the
Book-Entry Transfer Facility's procedures does not constitute delivery to the
Depositary.
 
     Stockholders whose Share Certificates are not immediately available or who
cannot deliver their Share Certificates and all other documents required hereby
to the Depositary prior to the Expiration Date (as defined in 'THE OFFER--Terms
of the Offer' of the Offer to Purchase) or who cannot complete the procedure for
delivery by book-entry transfer on a timely basis and who wish to tender their
Shares must do so pursuant to the guaranteed delivery procedure described in
'THE OFFER--Procedures for Tendering Shares' of the Offer to Purchase. See
Instruction 2.
 
/ /  CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE
     DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND
     COMPLETE THE FOLLOWING:
 
     Name of Tendering Institution: ___________________________________________
 
     Check Box of Applicable Book-Entry Transfer Facility:
 
     / / The Depository Trust Company    / / Midwest Securities Trust Company
     / / Philadelphia Depository Trust Company
 
     Account Number _____________________ Transaction Code Number _____________

/ / CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED
    DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
 
    Name(s) of Registered Holder(s): ___________________________________________

    Window Ticket No. (if any): ________________________________________________

    Date of Execution of Notice
     of Guaranteed Delivery: ___________________________________________________

    Name of Institution which Guaranteed Delivery: _____________________________

    If Delivered by Book-Entry Transfer, Check Box of Book-Entry Transfer
    Facility:
 
    / / The Depository Trust Company     / / Midwest Securities Trust Company
    / / Philadelphia Depository Trust Company

     Account Number _____________________ Transaction Code Number _____________

                          DESCRIPTION OF SHARES TENDERED
 
                                    SHARE CERTIFICATE(S) AND SHARE(S) TENDERED
                                      (ATTACH ADDITIONAL LIST, IF NECESSARY)
                                 -----------------------------------------------
  NAME(S) AND ADDRESS(ES) OF                       TOTAL NUMBER
     REGISTERED HOLDER(S)                            OF SHARES
  (PLEASE FILL IN, IF BLANK,          SHARE        EVIDENCED BY       NUMBER OF
EXACTLY AS NAME(S) APPEAR(S) ON    CERTIFICATE         SHARE           SHARES
     SHARE CERTIFICATE(S))         NUMBER(S)*     CERTIFICATE(S)*    TENDERED**
- --------------------------------------------------------------------------------

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

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

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

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

                                 TOTAL SHARES

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

 * Need not be completed by stockholders tendering Shares by book-entry
   transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced by
    each Share Certificate delivered to the Depositary are being tendered
    hereby. See Instruction 4.

              NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ
      THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
 
Ladies and Gentlemen:
 
     The undersigned hereby tenders to UP Rail, Inc. (the 'Purchaser'), a Utah
corporation and an indirect wholly owned subsidiary of Union Pacific
Corporation, a Utah corporation, the above-described shares of common stock, par
value $.01 per share (the 'Common Stock' or the 'Shares'), of Chicago and North
Western Transportation Company, a Delaware corporation (the 'Company'), pursuant
to the Purchaser's offer to purchase all outstanding Shares, at a price of
$35.00 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated March 23, 1995 (the 'Offer
to Purchase'), receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which, as amended from time to time, together constitute the
'Offer'). The undersigned understands that the Purchaser reserves the right to
transfer or assign, in whole at any time, or in part from time to time, to one
or more of its affiliates, the right to purchase all or any portion of the
Shares tendered pursuant to the Offer, but any such transfer or assignment will
not relieve the Purchaser of its obligations under the Offer and will in no way
prejudice the rights of tendering stockholders to receive payment for Shares
validly tendered and accepted for payment pursuant to the Offer.

     Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith, in accordance with the terms of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to, or upon the
order of, the Purchaser all right, title and interest in and to all the Shares
that are being tendered hereby (and any and all non-cash dividends,
distributions, rights, other Shares or other securities issued or issuable in
respect of such Shares) and rights declared, paid or distributed in respect of
such Shares on or after March 16, 1995, (collectively, 'Distributions'), and
irrevocably appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Shares and all
Distributions, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (i) deliver
Share Certificates evidencing such Shares and all Distributions, or transfer
ownership of such Shares and all Distributions on the account books maintained
by a Book-Entry Transfer Facility, together, in either case, with all
accompanying evidence of transfer and authenticity, to or upon the order of the
Purchaser, (ii) present such Shares and all Distributions for transfer on the
books of the Company and (iii) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Shares and all Distributions, all in
accordance with the terms of the Offer.
 
     By executing this Letter of Transmittal, the undersigned irrevocably
appoints L. White Matthews, III, Richard K. Davidson and Judy L. Swantak as
proxies of the undersigned, each with full power of substitution, to the full
extent of the undersigned's rights with respect to the Shares tendered by the
undersigned and accepted for payment by the Purchaser (and all Distributions).
All such proxies shall be considered coupled with an interest in the tendered
Shares. This appointment will be effective if, when, and only to the extent
that, the Purchaser accepts such Shares for payment pursuant to the Offer. Upon
such acceptance for payment, all prior proxies given by the undersigned with
respect to such Shares and all Distributions will, without further action, be
revoked, and no subsequent proxies may be given. All such proxies will, with
respect to the Shares and all Distributions for which the appointment is
effective, be empowered to exercise all voting and other rights of the
undersigned as they in their sole discretion may deem proper at any annual,
special, adjourned or postponed meeting of the Company's stockholders, by
written consent or otherwise, and the Purchaser reserves the right to require
that, in order for Shares or all Distributions to be deemed validly tendered,
immediately upon the Purchaser's acceptance for payment of such Shares the
Purchaser must be able to exercise full voting rights with respect to such
Shares.
 
     The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and all Distributions, and that when such Shares are accepted
for payment by the Purchaser, the Purchaser will acquire good, marketable and
unencumbered title thereto and to all Distributions, free and clear of all
liens, restrictions, charges and encumbrances, and that none of such Shares and
Distributions will be subject to any adverse claim. The undersigned, upon
request, shall execute and deliver all additional documents deemed by the
Depositary or the Purchaser to be necessary or desirable to complete the sale,
assignment and transfer of the Shares tendered hereby and all Distributions. In

addition, the undersigned shall remit and transfer promptly to the Depositary
for the account of the Purchaser all Distributions in respect of the Shares
tendered hereby, accompanied by appropriate documentation of transfer, and,
pending such remittance and transfer or appropriate assurance thereof, the
Purchaser shall be entitled to all rights and privileges as owner of each such
Distribution and may withhold the entire purchase price of the Shares tendered
hereby or deduct from such purchase price, the amount or value of such
Distribution as determined by the Purchaser in its sole discretion.
 
     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.
Except as stated in the Offer to Purchase, this tender is irrevocable.
 
     The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in 'THE OFFER-- Procedures for Tendering Shares' of the
Offer to Purchase and in the instructions hereto will constitute the
undersigned's acceptance of the terms and conditions of the Offer. The
Purchaser's acceptance for payment of Shares tendered pursuant to the Offer will
constitute a binding agreement between the undersigned and the Purchaser upon
the terms and subject to the conditions of the Offer. The undersigned recognizes
that under certain circumstances set forth in the Offer to Purchase, the
Purchaser may not be required to accept for payment any of the Shares tendered
hereby.
 
     Unless otherwise indicated herein in the box entitled 'Special Payment
Instructions,' please issue the check for the purchase price of all Shares
purchased, and return all Share Certificates evidencing Shares not purchased or
not tendered, in the name(s) of the registered holder(s) appearing above under
'Description of Shares Tendered.' Similarly, unless otherwise indicated in the
box entitled 'Special Delivery Instructions,' please mail the check for the
purchase price of all Shares purchased and all Share Certificates evidencing
Shares not tendered or not purchased (and accompanying documents, as
appropriate) to the address(es) of the registered holder(s) appearing above
under 'Description of Shares Tendered.' In the event that the boxes entitled
'Special Payment Instructions' and 'Special Delivery Instructions' are both
completed, please issue the check for the purchase price of all Shares purchased
and return all Share Certificates evidencing Shares not purchased or not
tendered in the name(s) of, and mail such check and Share Certificates to, the
person(s) so indicated. Unless otherwise indicated herein in the box entitled
'Special Payment Instructions,' please credit any Shares tendered hereby and
delivered by book-entry transfer, but which are not purchased, by crediting the
account at the Book-Entry Transfer Facility designated above. The undersigned
recognizes that the Purchaser has no obligation, pursuant to the Special Payment
Instructions, to transfer any Shares from the name of the registered holder(s)
thereof if the Purchaser does not accept for payment any of the Shares tendered
hereby.

________________________________________________________________________________

                          SPECIAL PAYMENT INSTRUCTIONS

                        (SEE INSTRUCTIONS 1, 5, 6 AND 7)
 
     To be completed ONLY if the check for the purchase price of Shares
purchased or Share Certificates evidencing Shares not tendered or not purchased
are to be issued in the name of someone other than the undersigned, or if Shares
tendered hereby and delivered by book-entry transfer which are not purchased are
to be returned by credit to an account at one of the Book-Entry Transfer
Facilities other than that designated above.
 
Issue / / check   / / Share Certificate(s) to:
Name: __________________________________________________________________________
                                    (PLEASE PRINT)
Address: _______________________________________________________________________
________________________________________________________________________________
                                                                      (ZIP CODE)
________________________________________________________________________________
               TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
                   (SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
 
/ / Credit Shares delivered by book-entry transfer and not purchased to the
    account set forth below:
 
Check appropriate box:
/ / The Depository Trust Company
/ / Midwest Securities Trust Company
/ / Philadelphia Depository Trust Company
Account Number _________________________________________________________________
________________________________________________________________________________

________________________________________________________________________________
                         SPECIAL DELIVERY INSTRUCTIONS
                        (SEE INSTRUCTIONS 1, 5, 6 AND 7)
 
     To be completed ONLY if the check for the purchase price of Shares
purchased or Share Certificates evidencing Shares not tendered or not purchased
are to be mailed to someone other than the undersigned, or to the undersigned at
an address other than that shown under 'Description of Shares Tendered.'
 
Mail / / check   / / Share Certificate(s) to:
 
Name: __________________________________________________________________________
                                    (PLEASE PRINT)
 
Address: _______________________________________________________________________
 
________________________________________________________________________________
                                                                      (ZIP CODE)

________________________________________________________________________________

                                                          IMPORTANT
                                                   STOCKHOLDERS: SIGN HERE
                                    (PLEASE COMPLETE SUBSTITUTE FORM W-9 ON REVERSE SIDE)

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

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                       
                                                  SIGNATURE(S) OF HOLDER(S)
Dated: ------------------, 1995
(Must be signed by registered holder(s) exactly as name(s) appear(s) on Share Certificates or on a security position listing
or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please provide the following information. See Instruction 5.)

Name(s) ----------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------
                                                        (PLEASE PRINT)
Capacity (full title) --------------------------------------------------------------------------------------------------------
                                                     (SEE INSTRUCTION 5)

Address ----------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------
                                                      (INCLUDE ZIP CODE)
Area Code and Telephone No. --------------------------------------------------------------------------------------------------

Taxpayer Identification or
Social Security No. ----------------------------------------------------------------------------------------------------------
                                          (SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
                                                  GUARANTEE OF SIGNATURE(S)
                                           (IF REQUIRED--SEE INSTRUCTIONS 1 AND 5)

Authorized Signature ----------------------------------------------------------------------------------------------------------

Name -------------------------------------------------------------------------------------------------------------------------
                                                        (PLEASE PRINT)
Title ------------------------------------------------------------------------------------------------------------------------

Name of Firm -----------------------------------------------------------------------------------------------------------------

Address ----------------------------------------------------------------------------------------------------------------------
                                                      (INCLUDE ZIP CODE)
Area Code and Telephone No. --------------------------------------------------------------------------------------------------

Dated: ------------------, 1995

                                  INSTRUCTIONS
             FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
 
     1. Guarantee of Signatures.  Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a member firm of
a registered national securities exchange, a member of the National Association
of Securities Dealers, Inc. or a commercial bank or trust company having an
office or correspondent in the United States (each an 'Eligible Institution').
No signature guarantee is required on this Letter of Transmittal (a) if this
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 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, or (b) if such Shares are tendered
for the account of an Eligible Institution. See Instruction 5. If a Share
Certificate is registered in the name of a person other than the signer of this
Letter of Transmittal, or if payment is to be made, or a Share Certificate not
accepted for payment or not tendered is to be returned, to 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 5.
 
     2. Delivery of Letter of Transmittal and Share Certificates.  This Letter
of Transmittal is to be used either if Share Certificates are to be forwarded
herewith or if Shares are to be delivered by book-entry transfer pursuant to the
procedure set forth in 'THE OFFER--Procedures for Tendering Shares' of the Offer
to Purchase. Share Certificates evidencing all tendered Shares, or confirmation
of a book-entry transfer of such Shares, if such procedure is available, into
the Depositary's account at one of the Book-Entry Transfer Facilities pursuant
to the procedures set forth in 'THE OFFER--Procedures for Tendering Shares' of
the Offer to Purchase, together with a properly completed and duly executed
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 documents required by the Letter of Transmittal,
must be received by the Depositary at one of its addresses set forth on the
reverse hereof prior to the Expiration Date (as defined in 'THE OFFER--Terms of
the Offer' of the Offer to Purchase). If Share Certificates are forwarded to the
Depositary in multiple deliveries, a properly completed and duly executed Letter
of Transmittal must accompany each such delivery. Stockholders whose Share
Certificates are not immediately available, who cannot deliver their Share
Certificates and all other required documents to the Depositary prior to the
Expiration Date or who cannot complete the procedure for delivery by book-entry
transfer on a timely basis may tender their Shares pursuant to the guaranteed
delivery procedure described in 'THE OFFER--Procedures for Tendering Shares' of
the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made
by or through an Eligible Institution; (ii) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
the Purchaser herewith, must be received by the Depositary prior to the
Expiration Date; 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 Depositary's

account at one of the Book-Entry Transfer Facilities, together with a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) 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 Letter of Transmittal,
must be received by the Depositary within five New York Stock Exchange, Inc.
trading days after the date of execution of the Notice of Guaranteed Delivery,
all as described in 'THE OFFER--Procedures for Tendering Shares' of the Offer to
Purchase. The term 'Agent's Message' means a message, transmitted by a
Book-Entry Transfer Facility to, and received by, the Depositary 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 tendering the Shares, that such participant has
received and agrees to be bound by the terms of this Letter of Transmittal and
that the Purchaser may enforce such agreement against the participant.
 
     THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES
AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY
TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND
THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY.
IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.
 
     No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. By execution of this Letter of Transmittal
(or a facsimile hereof), all tendering stockholders waive any right to receive
any notice of the acceptance of their Shares for payment.
 
     3. Inadequate Space.  If the space provided herein under 'Description of
Shares Tendered' is inadequate, the Share Certificate numbers, the number of
Shares evidenced by such Share Certificates and the number of Shares tendered
should be listed on a separate schedule and attached hereto.
 
     4. Partial Tenders. (Not applicable to stockholders who tender by
book-entry transfer.)  If fewer than all the Shares evidenced by any Share
Certificate delivered to the Depositary herewith are to be tendered hereby, fill
in the number of Shares which are to be tendered in the box entitled 'Number of
Shares Tendered.' In such cases, new Share Certificate(s) evidencing the
remainder of the Shares that were evidenced by the Share Certificates delivered
to the Depositary herewith will be sent to the person(s) signing this Letter of
Transmittal, unless otherwise provided in the box entitled 'Special Delivery
Instructions,' as soon as practicable after the expiration or termination of the
Offer. All Shares evidenced by Share Certificates delivered to the Depositary
will be deemed to have been tendered unless otherwise indicated.

     5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.  If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, 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 tendered hereby is owned of record by two or more persons, all
such persons must sign this Letter of Transmittal.

     If any of the Shares tendered hereby are registered in the names of
different holders, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of such
Shares.
 
     If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of Share Certificates or separate stock
powers are required, unless payment is to be made to, or Share Certificates
evidencing Shares not tendered or not purchased are to be issued in the name of,
a person other than the registered holder(s), in which case, the Share
Certificate(s) evidencing the Shares tendered hereby 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).
Signatures on such Share Certificate(s) and stock powers must be guaranteed by
an Eligible Institution.
 
     If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, the Share Certificate(s)
evidencing the Shares tendered hereby 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). Signatures on such
Share Certificate(s) and stock powers must be guaranteed by an Eligible
Institution.
 
     If this 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 the Purchaser of such person's authority so to act must be
submitted.
 
     6. Stock Transfer Taxes.  Except as otherwise provided in this Instruction
6, the Purchaser will pay all stock transfer taxes with respect to the sale and
transfer of any Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price of any Shares purchased is to be made to, or Share
Certificate(s) evidencing Shares not tendered or not purchased are to be issued
in the name of, a person other than the registered holder(s), the amount of any
stock transfer taxes (whether imposed on the registered holder(s), such other
person or otherwise) payable on account of the transfer to such other person
will be deducted from the purchase price of such Shares purchased, unless
evidence satisfactory to the Purchaser of the payment of such taxes, or
exemption therefrom, is submitted.
 
     EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE SHARE CERTIFICATES EVIDENCING THE
SHARES TENDERED HEREBY.
 
     7. Special Payment and Delivery Instructions.  If a check for the purchase
price of any Shares tendered hereby is to be issued, or Share Certificate(s)
evidencing Shares not tendered or not purchased are to be issued, in the name of
a person other than the person(s) signing this Letter of Transmittal or if such
check or any such Share Certificate is to be sent to someone other than the
person(s) signing this Letter of Transmittal or to the person(s) signing this
Letter of Transmittal but at an address other than that shown in the box

entitled 'Description of Shares Tendered,' the appropriate boxes on this Letter
of Transmittal must be completed. Stockholders delivering Shares tendered hereby
by book-entry transfer may request that Shares not purchased be credited to such
account maintained at a Book-Entry Transfer Facility as such stockholder may
designate in the box entitled 'Special Payment Instructions.' If no such
instructions are given, all such Shares not purchased will be returned by
crediting the account at the Book-Entry Transfer Facility designated on the
reverse hereof as the account from which such Shares were delivered.
 
     8. Requests for Assistance or Additional Copies.  Requests for assistance
may be directed to the Information Agent or the Dealer Manager at their
respective addresses or telephone numbers set forth below. Additional copies of
the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed
Delivery and the Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 may be obtained from the Information Agent or the Dealer
Manager or from brokers, dealers, commercial banks or trust companies.
 
     9. Substitute Form W-9.  Each tendering stockholder is required to provide
the Depositary with a correct Taxpayer Identification Number ('TIN') on the
Substitute Form W-9 which is provided under 'Important Tax Information' below,
and to certify, under penalties of perjury, that such number is correct and that
such stockholder is not subject to backup withholding of federal income tax. If
a tendering stockholder has been notified by the Internal Revenue Service that
such stockholder is subject to backup withholding, such stockholder must cross
out item (2) of the Certification box of the Substitute Form W-9, unless such
stockholder has since been notified by the Internal Revenue Service that such
stockholder is no longer subject to backup withholding. Failure to provide the
information on the Substitute Form W-9 may subject the tendering stockholder to
31% federal income tax withholding on the payment of the purchase price of all
Shares purchased from such stockholder. If the tendering stockholder has not
been issued a TIN and has applied for one or intends to apply for one in the
near future, such stockholder should write 'Applied For' in the space provided
for the TIN in Part I of the Substitute Form W-9, and sign and date the
Substitute Form W-9. If 'Applied For' is written in Part l and the Depositary is
not provided with a TIN within 60 days, the Depositary will withhold 31% on all
payments of the purchase price to such stockholder until a TIN is provided to
the Depositary.

     10. Lost, Destroyed or Stolen Certificates.  If any certificate(s)
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly notify the Depositary. The stockholder will then be instructed as to
the steps that must be taken in order to replace the certificate(s). This Letter
of Transmittal and related documents cannot be processed until the procedures
for replacing lost or destroyed certificates have been followed.
 
     11. Waiver of Conditions.  The conditions of the Offer are for the sole
benefit of the Purchaser and Parent and may be waived by Parent or the
Purchaser, in whole or in part at any time and from time to time in the sole
discretion of Parent or the Purchaser.
 
     IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF), PROPERLY
COMPLETED AND DULY EXECUTED, WITH ANY REQUIRED SIGNATURE GUARANTEES, OR AN
AGENT'S MESSAGE (TOGETHER WITH SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY
TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A PROPERLY COMPLETED AND DULY

EXECUTED NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR
TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE).
 
                           IMPORTANT TAX INFORMATION
 
     Under the federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required by law to provide the Depositary (as payer)
with such stockholder's correct TIN on Substitute Form W-9 below. If such
stockholder is an individual, the TIN is such stockholder's social security
number. If the Depositary 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 that are made to such stockholder with respect to Shares
purchased pursuant to the Offer 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 individual must submit a statement, signed under penalties of
perjury, attesting to such individual's exempt status. Forms of such statements
can be obtained from the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
 
     If backup withholding applies with respect to a stockholder, the Depositary
is required to withhold 31% of any payments made to such stockholder. Backup
withholding is not an additional tax. Rather, the tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
 
PURPOSE OF SUBSTITUTE FORM W-9
 
     To prevent backup withholding on payments that are made to a stockholder
with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary 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.
 
WHAT NUMBER TO GIVE THE DEPOSITARY
 
     The stockholder is required to give the Depositary 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 tendering 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 Substitute Form W-9. If 'Applied For' is

written in Part I and the Depositary is not provided with a TIN within 60 days,
the Depositary will withhold 31% of all payments of the purchase price to such
stockholder until a TIN is provided to the Depositary.

                          PAYER'S NAME: CITIBANK, N.A.

                                                   
  SUBSTITUTE                  PART I -- PLEASE PROVIDE         
  FORM W-9                    YOUR TIN IN
  DEPARTMENT OF THE TREASURY  THE BOX AT RIGHT AND
  INTERNAL REVENUE SERVICE    CERTIFY BY SIGNING AND
                              DATING BELOW.               ------------------------
                                                          Social Security Number

                                                                    OR

                                                          ------------------------
                                                          Employer Identification
                                                                  Number

                                                           (If awaiting TIN write
                                                              'Applied For')

- -------------------------------------------------------------------------------------------------------------
PAYER'S REQUEST FOR           PART II -- For Payees Exempt From Backup Withholding, see the enclosed
TAXPAYER                      Guidelines for Certification of Taxpayer Identification Number on Substitute
IDENTIFICATION                Form W-9 and complete as instructed therein.
NUMBER (TIN)                  CERTIFICATION -- Under penalties of perjury, I certify that:
                              (l)  The number shown on this form is my correct Taxpayer Identification Number
                                   (or a Taxpayer Identification 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 number), and
                              (2)  I am not subject to backup withholding either because I have not been
                                   notified by the IRS that I am subject to backup withholding as a result of
                                   failure to report all interest or dividends, or the IRS has notified me
                                   that I am no longer subject to backup withholding.
                              CERTIFICATE 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:                         , 1995
- -------------------------------------------------------------------------------------------------------------

 
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
      OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
      THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
      NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
 
     Questions and requests for assistance or additional copies of the Offer to
Purchase, Letter of Transmittal and other tender offer materials may be directed
to the Information Agent or the Dealer Manager as set forth below:
 
                    The Information Agent for the Offer is:
 
                               MORROW & CO., INC.

                                                                              
      909 Third Avenue, 20th Floor             14755 Preston Road, Suite 725                39 South LaSalle Street
        New York, New York 10022                      Dallas, TX 75240                      Chicago, Illinois 60603
             (212) 754-8000                            (214) 788-0977                            (312) 444-1150
             (Call Collect)                            (Call Collect)                            (Call Collect)

                                       or
 
                 Banks & Brokers Call Toll Free 1-800-662-5200
                    All Others Call Toll Free 1-800-566-9058
 
                      The Dealer Manager for the Offer is:
 
                          CS FIRST BOSTON CORPORATION
 
                               Park Avenue Plaza
                              55 East 52nd Street
                            New York, New York 10055
                         (212) 909-2000 (Call Collect)

                         NOTICE OF GUARANTEED DELIVERY

                                      FOR

                        TENDER OF SHARES OF COMMON STOCK

                                       OF

                           CHICAGO AND NORTH WESTERN
                             TRANSPORTATION COMPANY

                                       TO

                                 UP RAIL, INC.
                     AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
                           UNION PACIFIC CORPORATION
 
                   (NOT TO BE USED FOR SIGNATURE GUARANTEES)
 
     This Notice of Guaranteed Delivery, or one substantially in the form
hereof, must be used to accept the Offer (as defined below) if (i) certificates
('Share Certificates') evidencing shares of common stock, par value $.01 per
share (the 'Common Stock' or the 'Shares'), of Chicago and North Western
Transportation Company, a Delaware corporation (the 'Company'), are not
immediately available, (ii) time will not permit all required documents to reach
Citibank, N.A., as Depositary (the 'Depositary'), prior to the Expiration Date
(as defined in 'THE OFFER--Terms of the Offer' of the Offer to Purchase (as
defined below)) or (iii) the procedure for book-entry transfer cannot be
completed on a timely basis. This Notice of Guaranteed Delivery may be delivered
by hand or transmitted by telegram, facsimile transmission or mail to the
Depositary. See 'THE OFFER--Procedures for Tendering Shares' of the Offer to
Purchase.
 
                        The Depositary for the Offer 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
      P.O. Box 1429             404 Sette Drive                  Floor
Paramus, New Jersey 07653  Paramus, New Jersey 07652      New York, New York

                           By Facsimile Transmission:          By Telex:
                           (For Eligible Institutions       (710) 990-4964
                                     Only)              Answer Back: CDDI PARA
                                 (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 A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN 'ELIGIBLE INSTITUTION'
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

LADIES AND GENTLEMEN:
     The undersigned hereby tenders to UP Rail, Inc., a Utah corporation and an
indirect wholly owned subsidiary of Union Pacific Corporation, a Utah
corporation, upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated March 23, 1995 (the 'Offer to Purchase'), and the related
Letter of Transmittal (which, as amended from time to time, together constitute
the 'Offer'), receipt of each of which is hereby acknowledged, the number of
Shares specified below pursuant to the guaranteed delivery procedures described
in 'THE OFFER--Procedures for Tendering Shares' of the Offer to Purchase.
 
Number of Shares:                   Name(s) of Record Holder(s):

_________________________________   __________________________________________

                                    __________________________________________
Certificate Nos. (if available):    PLEASE PRINT

_________________________________   Address(es):

Check ONE box if Shares will be     __________________________________________
tendered by book-entry transfer:                                      ZIP CODE
/ /  The Depository Trust Company   __________________________________________
/ /  Midwest Securities Trust
     Company                        Area Code and Tel. No: ___________________
/ /  Philadelphia Depository Trust  
     Company                        Signature(s):_____________________________
                                  
Account Number:___________________  __________________________________________

Dated:______________________, 1995
 
                                   GUARANTEE
                   (NOT TO BE USED FOR SIGNATURE GUARANTEES)

     The undersigned, a member firm of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or correspondent in the United
States, hereby guarantees delivery to the Depositary, at one of its addresses
set forth above, of certificates evidencing the Shares tendered hereby in proper
form for transfer, or confirmation of book-entry transfer of such Shares into
the Depositary's accounts at The Depository Trust Company, the Midwest
Securities Trust Company or the Philadelphia Depository Trust Company, in each
case with delivery of a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) with any required signature guarantees, or an
Agent's Message (as defined in 'THE OFFER--Acceptance for Payment and Payment'
of the Offer to Purchase), and any other documents required by the Letter of

Transmittal, within five New York Stock Exchange, Inc. trading days after the
date of execution of this Notice of Guaranteed Delivery.
     The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares to the Depositary within the time period shown herein.
Failure to do so could result in financial loss to such Eligible Institution.
 
______________________________________  _______________________________________
             NAME OF FIRM                         AUTHORIZED SIGNATURE

______________________________________  _______________________________________
                ADDRESS                                   TITLE

______________________________________  Name:__________________________________
                              ZIP CODE                 PLEASE PRINT

Area Code and Tel. No.:_______________  Date:____________________________, 1995
 
     NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. SHARE
CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
 
                                       2

[LOGO]                                                  CS First Boston
                                                        Corporation
                                                        Park Avenue Plaza
                                                        New York, New York 10055
                                                        Tel: (212) 909-2000
 
                           OFFER TO PURCHASE FOR CASH
                     ALL OUTSTANDING SHARES OF COMMON STOCK
                                       OF
                           CHICAGO AND NORTH WESTERN
                             TRANSPORTATION COMPANY
                                       AT
                              $35.00 NET PER SHARE
                                       BY
                                 UP RAIL, INC.
                     AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
                           UNION PACIFIC CORPORATION
 
         THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
               NEW YORK CITY TIME, ON WEDNESDAY, APRIL 19, 1995,
                         UNLESS THE OFFER IS EXTENDED.
 
                                                                  March 23, 1995
To Brokers, Dealers, Commercial Banks,
  Trust Companies and Other Nominees:
 
     We have been appointed by UP Rail, Inc. (the 'Purchaser'), a Utah
corporation and an indirect wholly owned subsidiary of Union Pacific
Corporation, a Utah corporation ('Parent'), to act as Dealer Manager in
connection with the Purchaser's offer to purchase all outstanding shares of
common stock, par value $.01 per share (the 'Common Stock' or the 'Shares'), of
Chicago and North Western Transportation Company, a Delaware corporation (the
'Company'), at a price of $35.00 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Purchaser's Offer to
Purchase, dated March 23, 1995 (the 'Offer to Purchase'), and the related Letter
of Transmittal (which, as amended from time to time, together constitute the
'Offer') enclosed herewith.
 
     THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE HAVING BEEN
VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER
OF SHARES WHICH, WHEN ADDED TO THE SHARES OF NON-VOTING COMMON STOCK OF THE
COMPANY, PAR VALUE $.01 PER SHARE (THE 'NON-VOTING COMMON STOCK') BENEFICIALLY
OWNED BY PARENT AND THE PURCHASER (ASSUMING CONVERSION THEREOF INTO SHARES),
CONSTITUTES AT LEAST A MAJORITY OF THE SHARES OUTSTANDING ON A FULLY DILUTED
BASIS (ASSUMING CONVERSION OF THE NON-VOTING COMMON STOCK INTO SHARES) AND (2)
THE INTERSTATE COMMERCE COMMISSION'S APPROVAL OF PARENT'S AND THE COMPANY'S
APPLICATION FOR AN ORDER AUTHORIZING THE COMMON CONTROL OF THE RAIL SUBSIDIARIES
OF THE COMPANY AND PARENT HAVING BECOME FINAL AND EFFECTIVE PRIOR TO THE
EXPIRATION OF THE OFFER.

     For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, or who hold
Shares registered in their own names, we are enclosing the following documents:

     1.  Offer to Purchase, dated March 23, 1995;
 
     2.  Letter of Transmittal to be used by holders of Shares in accepting the
         Offer and tendering Shares;
 
     3.  Notice of Guaranteed Delivery to be used to accept the Offer if the
         certificates evidencing such Shares (the 'Share Certificates') are not
         immediately available or time will not permit all required documents to
         reach Citibank, N.A. (the 'Depositary') prior to the Expiration Date
         (as defined in the Offer to Purchase) or the procedure for book-entry
         transfer cannot be completed on a timely basis;
 
     4.  A letter to stockholders of the Company from Mr. Robert Schmiege,
         Chairman of the Board and Chief Executive Officer of the Company,
         together with a Solicitation/Recommendation Statement on Schedule 14D-9
         filed with the Securities and Exchange Commission by the Company;
 
     5.  A letter which may be sent to your clients for whose account you hold
         Shares registered in your name or in the name of your nominees, with
         space provided for obtaining such clients' instructions with regard to
         the Offer;
 
     6.  Guidelines of the Internal Revenue Service for Certification of
         Taxpayer Identification Number on Substitute Form W-9; and
 
     7.  Return envelope addressed to the Depositary.
 
     Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such extension
or amendment), the Purchaser will purchase, by accepting for payment, and will
pay for, all Shares validly tendered prior to the Expiration Date (and not
properly withdrawn in accordance with 'THE OFFER--Withdrawal Rights' of the
Offer to Purchase) promptly after the later to occur of (i) the Expiration Date
and (ii) the satisfaction or waiver of the conditions set forth in 'THE OFFER--
Conditions of the Offer' of the Offer to Purchase. For purposes of the Offer,
the Purchaser will be deemed to have accepted for payment, and thereby
purchased, tendered Shares if, as and when the Purchaser gives oral or written
notice to the Depositary of the Purchaser's acceptance of such Shares for
payment. In all cases, payment for Shares purchased pursuant to the Offer will
be made only after timely receipt by the Depositary of (i) the Share
Certificates or timely confirmation of a book-entry transfer of such Shares, if
such procedure is available, into the Depositary's account at The Depository
Trust Company, the Midwest Securities Trust Company or the Philadelphia
Depository Trust Company pursuant to the procedures set forth in 'THE
OFFER--Procedures for Tendering Shares' of the Offer to Purchase, (ii) the
Letter of Transmittal (or facsimile thereof), properly completed and duly
executed, or an Agent's Message (as defined in 'THE OFFER--Acceptance for
Payment and Payment' of the Offer to Purchase) and (iii) any other documents
required by the Letter of Transmittal.
 
     The Purchaser will not pay any fees or commissions to any broker or dealer
or any other person (other than the Dealer Manager and the Information Agent as
described in 'THE OFFER--Fees and Expenses' of the Offer to Purchase) in

connection with the solicitation of tenders of Shares pursuant to the Offer. The
Purchaser will, however, upon request, reimburse you for customary mailing and
handling expenses incurred by you in forwarding the enclosed materials to your
clients.
 
     The Purchaser will pay any stock transfer taxes incident to the transfer to
it of validly tendered Shares, except as otherwise provided in Instruction 6 of
the Letter of Transmittal.
 
     YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, APRIL 19, 1995, UNLESS THE OFFER IS
EXTENDED.
 
     In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees and any other required documents, should be sent to the
Depositary, and certificates evidencing the tendered Shares should be delivered
or such Shares should be tendered by book-entry transfer, all in accordance with
the Instructions set forth in the Letter of Transmittal and the Offer to
Purchase.
 
                                       2

     If holders of Shares wish to tender Shares, but it is impracticable for
them to forward their certificates or other required documents prior to the
Expiration Date, a tender may be effected by following the guaranteed delivery
procedures specified under 'THE OFFER--Procedures for Tendering Shares' of the
Offer to Purchase.
 
     Any inquiries you may have with respect to the Offer should be addressed to
the Dealer Manager or the Information Agent at their respective addresses and
telephone numbers set forth on the back cover page of the Offer to Purchase.
 
     Additional copies of the enclosed materials may be obtained from the
undersigned, at CS First Boston Corporation, telephone (212) 909-2000 (Collect)
or by calling the Information Agent, Morrow & Co., Inc., at (212) 754-8000
(Collect), or from brokers, dealers, commercial banks or trust companies.
 
                                          Very truly yours,
 
                                          CS FIRST BOSTON CORPORATION
 
     NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF PARENT, THE PURCHASER, THE DEPOSITARY, THE
INFORMATION AGENT OR THE DEALER MANAGER, OR ANY AFFILIATE OF ANY OF THE
FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY
STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE
DOCUMENTS ENCLOSED AND THE STATEMENTS CONTAINED THEREIN.
 
                                       3

                           OFFER TO PURCHASE FOR CASH
                     ALL OUTSTANDING SHARES OF COMMON STOCK
 
                                       OF
 
                           CHICAGO AND NORTH WESTERN
                             TRANSPORTATION COMPANY
 
                                       AT
 
                              $35.00 NET PER SHARE
 
                                       BY
 
                                 UP RAIL, INC.
                     AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
                           UNION PACIFIC CORPORATION
 
        THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
              NEW YORK CITY TIME, ON WEDNESDAY, APRIL 19, 1995,
                        UNLESS THE OFFER IS EXTENDED.
 
                                                                  March 23, 1995
 
To Our Clients:
 
     Enclosed for your consideration is an Offer to Purchase, dated March 23,
1995 (the 'Offer to Purchase') and the related Letter of Transmittal (which, as
amended from time to time, together constitute the 'Offer') in connection with
the Offer by UP Rail, Inc. (the 'Purchaser'), a Utah corporation and an indirect
wholly owned subsidiary of Union Pacific Corporation, a Utah corporation
('Parent'), to purchase all outstanding shares of common stock, par value $.01
per share (the 'Common Stock' or the 'Shares'), of Chicago and North Western
Transportation Company, a Delaware corporation (the 'Company'), at a price of
$35.00 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer.
 
     Stockholders whose certificates evidencing Shares ('Share Certificates')
are not immediately available or who cannot deliver their Share Certificates and
all other documents required by the Letter of Transmittal to the Depositary
prior to the Expiration Date (as defined in 'THE OFFER--Terms of the Offer' of
the Offer to Purchase) or who cannot complete the procedure for delivery by
book-entry transfer to the Depositary's account at a Book-Entry Transfer
Facility (as defined in 'THE OFFER--Acceptance for Payment and Payment' of the
Offer to Purchase) on a timely basis and who wish to tender their Shares must do
so pursuant to the guaranteed delivery procedure described in 'THE
OFFER--Procedures for Tendering Shares' of the Offer to Purchase. See
Instruction 2 of the Letter of Transmittal. Delivery of documents to a
Book-Entry Transfer Facility in accordance with the Book-Entry Transfer
Facility's procedures does not constitute delivery to the Depositary.
 
     The material is being sent to you as the beneficial owner of Shares held by
us for your account but not registered in your name. We are the holder of record

of Shares held by us for your account. A tender of such Shares can be made only
by us as the holder of record and pursuant to your instructions. The Letter of
Transmittal is furnished to you for your information only and cannot be used by
you to tender Shares held by us for your account.

     We request instructions as to whether you wish to have us tender on your
behalf any or all of the Shares held by us for your account, upon the terms and
subject to the conditions set forth in the Offer.
 
     Your attention is invited to the following:
 
     1.  The tender price is $35.00 per Share, net to the seller in cash.
 
     2.  The Offer and withdrawal rights will expire at 12:00 Midnight, New York
City time, on Wednesday, April 19, 1995, unless the Offer is extended.
 
     3.  The Offer is being made for all outstanding Shares.
 
     4.  The Board of Directors of the Company has unanimously (with one
director affiliated with Parent absent and not voting) approved the Offer and
the Merger (as defined in the Offer to Purchase), has determined that the Offer
and the Merger are fair to and in the best interests of holders of Shares (other
than Parent and the Purchaser) and recommends that stockholders of the Company
accept the Offer and tender their Shares pursuant to the Offer.
 
     5.  The Offer is conditioned upon, among other things, (1) there having
been validly tendered and not withdrawn prior to the expiration of the Offer a
number of Shares which, when added to the shares of non-voting common stock of
the Company, par value $.01 per share (the 'Non-Voting Common Stock')
beneficially owned by Parent and the Purchaser (assuming conversion thereof into
Shares), constitutes at least a majority of the Shares outstanding on a fully
diluted basis (assuming conversion of the Non-Voting Common Stock into Shares)
and (2) the Interstate Commerce Commission's approval of Parent's and the
Company's application for an order authorizing the common control of the rail
subsidiaries of the Company and Parent having become final and effective prior
to the expiration of the Offer.
 
     6.  Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the purchase of Shares by the Purchaser
pursuant to the Offer.
 
     The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and is being made to all holders of Shares. The Purchaser is not
aware of any state where the making of the Offer is prohibited by administrative
or judicial action pursuant to any valid state statute. If the Purchaser becomes
aware of any valid state statute prohibiting the making of the Offer or the
acceptance of Shares pursuant thereto, the Purchaser will make a good faith
effort to comply with such state statute. If, after such good faith effort, the
Purchaser cannot comply with such state statute, the Offer will not be made to
(nor will tenders be accepted from or on behalf of) the holders of Shares in
such state. In any jurisdiction where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer shall be

deemed to be made on behalf of the Purchaser by the Dealer Manager or one or
more registered brokers or dealers which are licensed under the laws of such
jurisdiction.
 
     If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form contained
in this letter. An envelope in which to return your instructions to us is
enclosed. If you authorize the tender of your Shares, all such Shares will be
tendered unless otherwise specified on the instruction form set forth in this
letter. Your instructions should be forwarded to us in ample time to permit us
to submit a tender on your behalf prior to the expiration of the Offer.
 
                                       2

                     INSTRUCTIONS WITH RESPECT TO THE OFFER
          TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK
              OF CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY
 
     The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated March 23, 1995, and the related Letter of Transmittal
(which, as amended from time to time, together constitute the 'Offer'), in
connection with the offer by UP Rail, Inc. (the 'Purchaser'), a Utah corporation
and an indirect wholly owned subsidiary of Union Pacific Corporation, a Utah
corporation ('Parent'), to purchase all outstanding shares of common stock, par
value $.01 per share (the 'Common Stock' or the 'Shares'), of Chicago and North
Western Transportation Company, a Delaware corporation (the 'Company').
 
     This will instruct you to tender to the Purchaser the number of Shares
indicated below (or, if no number is indicated below, all Shares) held by you
for the account of the undersigned, upon the terms and subject to the conditions
set forth in the Offer.
 
NUMBER OF SHARES TO BE                            SIGN HERE
TENDERED:*
 
____________________________ SHARES  ________________________________________
                                     
Account Number: ___________________  ________________________________________
                                                   Signature(s)
Dated: ______________________, 1995
                                     ________________________________________
 
                                     ________________________________________
                                        Please type or print name(s) here
 
                                     ________________________________________
 
                                     ________________________________________
                                      Please type or print address(es) here
 
                                     ________________________________________
                                          Area Code and Telephone Number
 
                                     ________________________________________

                                             Taxpayer Identification or
                                              Social Security Number(s)
- ------------------
* Unless otherwise indicated, it will be assumed that all Shares held by us for
  your account are to be tendered.
 
                                       3

            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9
 
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
 
- --------------------------------------------------------------------------------
                                           GIVE THE
                                           SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT:                  NUMBER OF--
- --------------------------------------------------------------------------------
 1. An individual's account                The individual

 2. Two or more individuals                The actual owner of the account or,
    (joint account)                        if combined funds, any one of the
                                           individuals(1)

 3. Husband and wife                       The actual owner of the account or,
    (joint account)                        if joint funds, either person(1)

 4. Custodian account of a minor (Uniform  The minor(2)
    Gift to Minors Act)

 5. Adult and minor                        The adult or, if the minor is the
    (joint account)                        only contributor, the minor(1)

 6. Account in the name of guardian or     The ward, minor, or incompetent
    committee for a designated ward,       person(3)
    minor, or incompetent person

 7. a. The usual revocable savings trust   The grantor-trustee(1)
       account (grantor is also trustee)
    b. So-called trust account that is     The actual owner(1)
       not a legal or valid trust under
       State law

 8. Sole proprietorship account            The owner(4)
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
                                           GIVE THE EMPLOYER IDENTIFICATION
FOR THIS TYPE OF ACCOUNT:                  NUMBER OF--
- --------------------------------------------------------------------------------
 9. A valid trust, estate, or pension      The legal entity (Do not furnish the
    trust                                  identifying number of the personal
                                           representative or trustee unless the
                                           legal entity itself is not designated
                                           in the account title.)(5)

10. Corporate account                      The corporation

11. Religious, charitable, or educational  The organization
    organization account

12. Partnership account held in the name   The partnership
    of the business

13. Association, club, or other            The organization
    tax-exempt organization

14. A broker or registered nominee         The broker or nominee

15. Account with the Department of         The public entity
    Agriculture in the name of a public
    entity (such as a State or local
    government, school district, or
    prison) that receives agricultural
    program payments
- --------------------------------------------------------------------------------
 
(1) List first and circle the name of the person whose number you furnish.
 
(2) Circle the minor's name and furnish the minor's social security number.
 
(3) Circle the ward's, minor's or incompetent person's name and furnish such
    person's social security number.
 
(4) Show the name of the owner.
 
(5) List first and circle the name of the legal trust, estate, or pension trust.
 
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.

            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9

                                     PAGE 2
 
OBTAINING A NUMBER
 
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
 
PAYEES EXEMPT FROM BACKUP WITHHOLDING
 
Payees specifically exempted from backup withholding on ALL payments include the
following:
 
o A corporation.
 
o A financial institution.
 
o An organization exempt from tax under section 501(a), or an individual
  retirement plan.
 
o The United States or any agency or instumentality thereof.
 
o A State, the District of Columbia, a possession of the United States, or any
  subdivision or instrumentality thereof.
 
o A foreign government, a political subdivision of a foreign government, or any
  agency or instrumentality thereof.
 
o An international organization or any agency, or instrumentality thereof.
 
o A registered dealer in securities or commodities registered in the U.S. or a
  possession of the U.S.
 
o A real estate investment trust.
 
o A common trust fund operated by a bank under section 584(a).
 
o An exempt charitable remainder trust, or a nonexempt trust described in
  section 4947(a)(1).
 
o An entity registered at all times under the Investment Company Act of 1940.
 
o A foreign central bank of issue.
 
    Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
 
o Payments to nonresident aliens subject to withholding under section 1441.

o Payments to partnerships not engaged in a trade or business in the U.S. and
  which have at least one nonresident partner.
 
o Payments of patronage dividends where the amount received is not paid in
  money.
 
o Payments made by certain foreign organizations.
 
o Payments made to a nominee.
 
    Payments of interest not generally subject to backup withholding include the
following:
 
o Payments of interest on obligations issued by individuals. Note: You may be
  subject to backup withholding if this interest is $600 or more and is paid in
  the course of the payer's trade or business and you have not provided your
  correct taxpayer identification number to the payer.
 
o Payments of tax-exempt interest (including exempt-interest dividends under
  section 852).
 
o Payments described in section 6049(b)(5) to non-resident aliens.
 
o Payments on tax-free covenant bonds under section 1451.
 
o Payments made by certain foreign organizations.
 
o Payments made to a nominee.
 
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding.   FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE 'EXEMPT' ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
 
    Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041(a),
6045, and 6050A.
 
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Beginning January 1, 1984, payers must generally
withhold 20% of taxable interest, dividend, and certain other payments to a
payee who does not furnish a taxpayer identification number to a payer. Certain
penalties may also apply.
 
PENALTIES
 
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your taxpayer identification number to a payer, you are subject to a

penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
 
(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS.--If you fail to
include any portion of an includible payment for interest, dividends, or
patronage dividends in gross income, such failure will be treated as being due
to negligence and will be subject to a penalty of 5% on any portion of an
under-payment attributable to that failure unless there is clear and convincing
evidence to the contrary.
 
(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
 
(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
 
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.

This announcement is neither an offer to purchase nor a solicitation of an offer
 to sell Shares. The Offer is made solely by the Offer to Purchase dated March
23, 1995, and the related Letter of Transmittal and is being made to all holders
of Shares. The Offer is not being made to (nor will tenders be accepted from or
on behalf of) the holders of Shares in any jurisdiction in which the making of
the Offer or the acceptance thereof would not be in compliance with the laws of
 such jurisdiction. In those jurisdictions where securities, blue sky or other
  laws require the Offer to be made by a licensed broker or dealer, the Offer
   shall be deemed to be made on behalf of UP Rail, Inc. by CS First Boston
 Corporation ("CS First Boston") or one or more registered brokers or dealers
                 licensed under the laws of such jurisdiction.

                     Notice of Offer to Purchase for Cash
                    All Outstanding Shares of Common Stock
                                      of
                           Chicago and North Western
                            Transportation Company
                                      at
                                $35.00 Net Per Share
                                      by
                                 UP Rail, Inc.
                    an indirect wholly owned subsidiary of
                           Union Pacific Corporation

     UP Rail, Inc., a Utah corporation (the "Purchaser") and an indirect wholly
owned subsidiary of Union Pacific Corporation, a Utah corporation ("Parent"), is
offering to purchase all outstanding shares of common stock, par value $.01 per
share (the "Shares"), of Chicago and North Western Transportation Company, a
Delaware corporation (the "Company"), at a price of $35.00 per Share, net to the
seller in cash (the "Offer Price"), upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated March 23, 1995 (the "Offer to
Purchase"), and in the related Letter of Transmittal (which, as amended from
time to time, together constitute the "Offer"). Following the Offer, the
Purchaser intends to effect the Merger described below.

        THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
               NEW YORK CITY TIME, ON WEDNESDAY, APRIL 19, 1995,
                         UNLESS THE OFFER IS EXTENDED.

     The Offer is conditioned upon, among other things, (1) there being validly
tendered and not withdrawn prior to the expiration of the Offer a number of
Shares which, when added to the shares of non-voting common stock of the
Company, par value $.01 per share (the "Non-Voting Common Stock"), beneficially
owned by Parent and the Purchaser (assuming conversion thereof into Shares),
constitutes at least a majority of the Shares outstanding on a fully diluted
basis (assuming conversion of the Non-Voting Common Stock into Shares) and (2)
the Interstate Commerce Commission's approval of Parent's application for an
order authorizing the common control of the rail subsidiaries of the Company and
Parent having become final and effective prior to expiration of the Offer. The
Offer is also subject to other terms and conditions.

     The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of March 16, 1995 (the "Merger Agreement"), by and among the Company, Parent
and the Purchaser. The Merger Agreement provides, among other things, that
following completion of the Offer and the satisfaction or waiver of certain
conditions set forth in the Merger Agreement, the Purchaser will be merged with
and into the Company (the "Merger"), with the Company as the surviving
corporation (the "Surviving Corporation"). In the Merger, each outstanding Share
(other than Shares held in the treasury of the Company or owned by Parent, the
Purchaser or any other wholly owned subsidiary of Parent) will be converted into
the right to receive the Offer Price or any higher price per Share paid in the
Offer, without interest thereon. As a result of the Merger, the Surviving
Corporation will become an indirect wholly owned subsidiary of Parent.

     Pursuant to the Merger Agreement, the Company and the Purchaser have
entered into a Company Stock Option Agreement (the "Option Agreement"), pursuant
to which and subject to the Purchaser and its affiliates owning at least 85% of
the outstanding Shares (assuming conversion of the Non-Voting Common Stock into
Shares) and certain other conditions set forth therein, the Purchaser will have
the right to purchase from the Company, at the per Share price paid in the
Offer, a sufficient number of Shares such that the Shares purchased pursuant to
the Option Agreement, together with all Shares owned by Parent or the Purchaser,
would, assuming conversion of the Non-Voting Common Stock into Shares, represent
90.01% of the outstanding Shares (assuming conversion of the Non-Voting Common
Stock into Shares). Subject to the Purchaser, Parent and any permitted assignee
of the Purchaser acquiring at least 90% of the outstanding Shares, the
Purchaser, Parent and the Company have agreed to take, at the request of Parent,
all necessary and appropriate action to cause the Merger to become effective as
soon as practicable after such acquisition, without a meeting of the Company's
stockholders in accordance with applicable law. If, however, the Purchaser does
not acquire at least 90% of the then outstanding Shares pursuant to the Offer,
the Option Agreement, conversion of the Non-Voting Common Stock or otherwise,
and a vote of the Company's stockholders is required under applicable law, a
significantly longer period of time will be required to effect the Merger.

     The Board of Directors of the Company has unanimously (with one director
affiliated with Parent absent and not voting) approved the Offer and the Merger,
has determined that the Offer and the Merger are fair to and in the best
interests of the Company's stockholders (other than Parent and the Purchaser)
and recommends that stockholders of the Company accept the Offer and tender
their Shares pursuant to the Offer.

     For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment, and thereby purchased, Shares validly tendered and not properly
withdrawn if, as and when the Purchaser gives oral or written notice to
Citibank, N.A. (the "Depositary") of the Purchaser's acceptance of such Shares
for payment pursuant to the Offer. Upon the terms and subject to the conditions
of the Offer, payment for Shares accepted pursuant to the Offer will be made by
deposit of the purchase price therefor with the Depositary, which will act as
agent for tendering stockholders for the purpose of receiving payments from the
Purchaser and transmitting such payments to tendering stockholders whose Shares
have been accepted for payment. Under no circumstances will interest on the
purchase price for Shares be paid by the Purchaser, regardless of any delay in
making such payment. In all cases, payment for Shares purchased pursuant to the
Offer will be made only after timely receipt by the Depositary of (i) the
certificates evidencing such Shares (the "Share Certificates") or timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at one of the Book-Entry Transfer Facilities (as defined under the
caption "THE OFFER--Acceptance for Payment and Payment" of the Offer to
Purchase) pursuant to the procedures set forth under the caption "THE OFFER--
Procedures for Tendering Shares" of the Offer to Purchase, (ii) the Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, with
any required signature guarantees or an Agent's Message (as defined in the Offer
to Purchase) and (iii) any other documents required by the Letter of
Transmittal.

     The Purchaser expressly reserves the right, in its sole discretion (but
subject to the terms and conditions of the Merger Agreement), at any time and
from time to time, to extend for any reason the period of time during which the
Offer is open, including the occurrence of any of the events specified under the
caption "THE OFFER--Conditions of the Offer" of the Offer to Purchase, by giving
oral or written notice of such extension to the Depositary. Any such extension
will be followed as promptly as practicable by public announcement thereof, such
announcement to be made no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled expiration date of the Offer. During
any such extension, all Shares previously tendered and not withdrawn will remain
subject to the Offer, subject to the rights of a tendering stockholder to
withdraw such stockholder's Shares.

     Tenders of Shares made pursuant to the Offer are irrevocable except that
such Shares may be withdrawn at any time prior to 12:00 Midnight, New York City
time, on Wednesday, April 19, 1995 (or the latest time and date at which the
Offer, if extended by the Purchaser, shall expire) and, unless theretofore
accepted for payment by the Purchaser pursuant to the Offer, may also be
withdrawn at any time after May 21, 1995 or at such later time as may apply if
the Offer is extended. For a withdrawal to be effective, a written, telegraphic
or facsimile transmission notice of withdrawal must be timely received by the
Depositary at one of its addresses set forth on the back cover page of the Offer
to Purchase. Any such notice of withdrawal must specify the name of the person
who tendered the Shares to be withdrawn, the number of Shares to be withdrawn
and the name of the registered holder of such Shares, if different from that of
the person who tendered such Shares. If Share Certificates evidencing Shares to
be withdrawn have been delivered or otherwise identified to the Depositary,
then, prior to the physical release of such Share Certificates, the serial
numbers shown on such Share Certificates must be submitted to the Depositary and
the signature(s) on the notice of withdrawal must be guaranteed by an Eligible
Institution (as defined under the caption "THE OFFER--Procedures for Tendering
Shares" of the Offer to Purchase), unless such Shares have been tendered for the
account of an Eligible Institution. If Shares have been tendered pursuant to the
procedure for book-entry transfer as set forth under the caption "THE OFFER--
Procedures for Tendering Shares" of the Offer to Purchase, any notice of
withdrawal must also specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Shares. All
questions as to the form and validity (including time of receipt) of any notice
of withdrawal will be determined by the Purchaser, in its sole discretion, whose
determination will be final and binding.

     The information required to be disclosed by Rule 14d-6(e)(1)(vii) and Rule
13e-3(e)(1) of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is
incorporated herein by reference.

     The Company has provided the Purchaser with the Company's stockholder list
and security position listings for the purpose of disseminating the Offer to
holders of Shares. The Offer to Purchase, the related Letter of Transmittal, and
other relevant materials will be mailed to record holders of Shares whose names
appear on the Company's stockholder list and will be furnished to brokers,
dealers, commercial banks, trust companies and similar persons whose names, or
the names of whose nominees, appear on the stockholder list or, if applicable,
who are listed as participants in a clearing agency's security position listing
for subsequent transmittal to beneficial owners of Shares.

     The Offer to Purchase and the related Letter of Transmittal contain
important information which should be read carefully before any decision is made
with respect to the Offer.

     Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective telephone numbers and addresses
set forth below. Requests for copies of the Offer to Purchase, the Letter of
Transmittal and other related materials may be directed to the Information Agent
or the Dealer Manager. No fees or commissions will be paid to brokers, dealers
or other persons (other than the Dealer Manager or the Information Agent) for
soliciting tenders of Shares pursuant to the Offer.

                    The Information Agent for the Offer is:
                              Morrow & Co., Inc.
                                                                 
909 Third Avenue, 20th Floor       14755 Preston Road, Suite 725          39 South LaSalle Street
     New York, NY 10022                  Dallas, TX 75240                   Chicago, IL 60603
(212) 754-8000 (Call Collect)      (214) 788-0977 (Call Collect)       (312) 444-1150 (Call Collect)

                                      or
                 Banks & Brokers Call Toll Free 1-800-622-5200
                   All Others Call Toll Free 1-800-566-9058

                     The Dealer Manager for the Offer is:
                                CS First Boston
                               Park Avenue Plaza
                              55 East 52nd Street
                           New York, New York 10055
                         (212) 909-2000 (Call Collect)
March 23, 1995

                                                   [EXECUTION COUNTERPART]

March 20, 1995

Union Pacific Corporation
Attention: Gary M. Stuart
      Vice President and Treasurer

          Up to $2,300,000,000 Revolving Credit Facility
                        Engagement Letter

Ladies and Gentlemen:

You have advised us that Union Pacific Corporation (the
"Company") desires to establish a Revolving Credit Facility (the
"Facility"), the proceeds of which would be used for the
Company s general corporate purposes, to finance the acquisition
(the "Acquisition") of the shares of Chicago and North Western
Transportation Company ("CNW") not owned by the Company on the
date hereof and to refinance certain existing debt of CNW.  You
have asked Chemical Bank ("Chemical") and Citibank, N.A.
("Citibank") (together with Chemical Securities, Inc. ("Chemical
Securities"), collectively, the "Co-Agents") to commit to provide
you with financing commitments for a portion of the Facility and
for Chemical Securities to arrange, on a best-efforts basis, a
syndicate of lenders to provide the remainder of the Facility.

Chemical and Citicorp Securities, Inc. ("Citicorp Securities"),
on behalf of Citibank (collectively, the "Co-Arrangers"), are
pleased to inform you of the commitments of Chemical and Citibank
on a several basis to provide a portion of the Facility (each
such commitment to be in the amount of $200,000,000), subject to
the terms and conditions described in this letter and to the
Summary of Terms and Conditions (the "Summary of Terms and
Conditions" attached as Annex I (collectively, the "Engagement
Letter").

Syndication

Chemical Securities is pleased to offer to commit to use its best
efforts to arrange a syndicate of other financial institutions
acceptable to it and the Company to provide the balance of the
Facility and to become parties to the definitive documentation
with respect thereto (the financial institutions becoming parties
to such definitive documentation being collectively referred to

                                     - 2 -

herein as the "Lenders"), subject to the terms and conditions
described in this Engagement Letter.  Chemical and Citibank
reserve the right (subject to the next paragraph) to syndicate
all or a portion of their respective commitments to one or more
of the Lenders.  You understand that Chemical Securities intends
to commence syndication efforts promptly and that it may elect to
appoint one or more syndication agents (which may include
Chemical, Citibank or Citibank Securities) to direct the
syndication efforts on its behalf.

Chemical Securities will act as the syndication agent with
respect to the Facility, and will manage all aspects of the
syndication in consultation with you, including the identity of
and the timing of all offers to potential Lenders, the acceptance
of commitments and the determination of the amounts offered.

You agree to take all action as Chemical Securities may
reasonably request to assist it in forming a syndicate acceptable
to it and the Company.  Your assistance in forming such a
syndicate shall include but not be limited to:  (i) making senior
management and representatives of the Company available to
participate in information meetings with potential Lenders at
such times and places as Chemical Securities may reasonably
request; (ii) using reasonable efforts to ensure that the
syndication efforts benefit from your lending relationships; and
(iii) providing Chemical Securities with all information
available to the Company reasonably deemed necessary by it to
successfully complete the syndication.

You agree that no additional agents, co-agents or arrangers will
be appointed, or other titles conferred, without the consent of
the Co-Arrangers.

Conditions Precedent

The commitments hereunder are subject to:  (i) the preparation,
execution and delivery of mutually acceptable Facility
documentation, including credit agreements incorporating
substantially the terms and conditions outlined in this
Engagement Letter; (ii) the absence of (A) a material adverse
change in the business, condition (financial or otherwise),
operations, performance or properties of the Company and its
subsidiaries taken as a whole, since December 31, 1994, except as
disclosed in the Company's most recent annual report on
Form 10-K, and (B) any change in loan syndication, financial or
capital market conditions generally that, in the reasonable
judgment of Chemical Securities, would materially impair
syndication of the Facility; (iii) the reasonable satisfaction of
the Co-Arrangers with the structure and terms of the tender offer
and Acquisition (and the related merger documentation) with

                                     - 3 -

respect to such matters as could materially adversely affect the
Co-Arrangers, the Co-Agents, the Lenders or the financing
contemplated hereby; (iv) the accuracy and completeness of all
representations that you make to us and all written information
that you furnish to us and your compliance with the terms of this
Engagement Letter; (v) the payment in full of all fees, expenses
and other amounts payable under this Engagement Letter; (vi) a
closing of the Facility on or prior to June 30, 1995 or such
later date as may be mutually agreed; and (vii) the absence of
any litigation or other proceedings that could reasonably be
expected to have a material adverse effect upon the syndication
of the Facility or upon the business, condition (financial or
otherwise), operations, performance or properties of the Company
and its subsidiaries taken as a whole.

Termination

The commitments set forth in this Engagement Letter will
terminate at 5:00 p.m. (New York City time) on June 30, 1995 or
such later date as the Co-Arrangers may agree in writing, unless
the Facility closes on or before such date.  Prior to such date,
this Engagement Letter may be terminated by you at any time at
your option upon payment of all fees, expenses and other amounts
then payable under this Engagement Letter.

Indemnification

You agree to indemnify and hold harmless each Co-Arranger, each
Co-Agent, each Lender and each of their respective affiliates and
each of their respective officers, directors, employees, agents,
advisors and representatives (each, an "Indemnified Party") from
and against any and all claims, damages, losses, liabilities and
expenses (including, without limitation, reasonable fees and
disbursements of counsel), joint or several, that may be incurred
by or asserted or awarded against any Indemnified Party, in each
case arising out of or in connection with or relating to any
investigation, litigation or proceeding or the preparation of any
defense with respect thereto, arising out of or in connection
with or relating to this Engagement Letter or the Facility
documentation or the transactions contemplated hereby or thereby
or any use made or proposed to be made with the proceeds of the
Facility, whether or not such investigation, litigation or
proceeding is brought by the Company, any of its shareholders or
creditors, an Indemnified Party or any other person, or an
Indemnified Party is otherwise a party thereto, and whether or
not the transactions contemplated hereby are consummated, except
to the extent such claim, damage, loss, liability or expense
results from such Indemnified Party's gross negligence or willful
misconduct or arises out of a final, non-appealable judgment
against such Indemnified Party in favor of the Company on the

                                      - 4 -

basis of a breach of this Engagement Letter or the definitive
Facility documentation.

You agree that no Indemnified Party shall have any liability
(whether direct or indirect, in contract, tort or otherwise) to
the Company or any of its shareholders or creditors for or in
connection with the transactions contemplated hereby, except to
the extent such liability is found in a final non-appealable
judgment by a court of competent jurisdiction to have resulted
from such Indemnified Party's gross negligence or willful
misconduct; provided, that nothing in this paragraph shall be
deemed to constitute a waiver of any claim the Company may
hereafter have for breach by any party of this Engagement Letter
or the definitive Facility documentation; and provided, further,
that in no event shall any Indemnified Party be liable for any
indirect or consequential damages.

Costs and Expenses

In further consideration of the commitments hereunder, and recognizing
that in connection herewith the Co-Agents and the Co-Arrangers are
incurring substantial costs and expenses (including, without
limitation, fees and disbursements of counsel and their syndication
agent(s), filing and recording fees and due diligence, syndication
(including printing, distribution and bank meetings), transportation,
computer, duplication, messenger, appraisal, audit, insurance and
consultant costs and expenses), you hereby agree to pay, or reimburse
the Co-Agents and the Co-Arrangers on demand for, all such reasonable
costs and expenses (whether incurred before or after the date hereof,
but excluding overhead expenses), regardless of whether any of the
transactions contemplated hereby are consummated.  You also agree to
pay all costs and expenses of the Co-Agents and the Co-Arrangers
(including, without limitation, reasonable fees and disbursements of
counsel) incurred in connection with the enforcement of any of their
rights and remedies hereunder.

Confidentiality

By accepting delivery of this Engagement Letter, you agree that
this Engagement Letter is for your confidential use only and that
neither its existence nor the terms hereof will be disclosed by
you to any person other than your officers, directors, employees,
accountants, attorneys and other advisors, and then only on a
"need to know" basis in connection with the transactions
contemplated hereby and on a confidential basis.  Notwithstanding
the foregoing, following your acceptance of the provisions hereof
and your return of an executed counterpart of this Engagement
Letter to us as provided below, (i) you may make public
disclosure of the existence and amount of the commitments

                                     - 5 -

hereunder and of the identity of the Co-Arrangers and Co-Agents,
(ii) you may file a copy of this Engagement Letter in any public
record in which it is required by law to be filed and (iii) you
may make such other public disclosures of the terms and
conditions of this Engagement Letter as you are required by law
or court order, in the opinion of your counsel, to make.

Representations and Warranties of the Company

You represent and warrant that (i) all written information
concerning the Company and its subsidiaries (excluding financial
projections) that has been or will hereafter be made available to
any Co-Agent, either Co-Arranger, any Lender or any potential
Lender by you or any of your representatives in connection with
the transactions contemplated hereby is and will be complete and
correct in all material respects and does not and will not
contain any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements
contained therein not misleading in light of the circumstances
under which such statements were or are made and (ii) all
financial projections concerning the Company and its
subsidiaries, if any, that have been or will be prepared by you
and made available in writing to any Co-Agent, either Co-Arranger, 
any Lender or any potential Lender have been or will be
prepared in good faith based upon reasonable assumptions (it
being understood that such projections are subject to significant
uncertainties and contingencies, many of which are beyond the
Company's control, and that no assurance can be given that the
projections will be realized).  You agree to supplement the
information and projections from time to time so that the
representations and warranties contained in this paragraph remain
correct.  It is understood and agreed that the representations
and warranties set forth in this paragraph will, on and after the
signing of definitive Facility documentation, be superseded by
the representations and warranties set forth therein.

In issuing this commitment, each Co-Agent and each Co-Arranger
are relying on the accuracy of the information furnished to them
by or on behalf of the Company and its affiliates without
independent verification thereof.

No Third Party Reliance, Etc.

The agreements of each Co-Agent and each Co-Arranger hereunder
and of any Lender that issues a commitment to provide financing
under the Facility are made solely for the benefit of the Company
and may not be relied upon or enforced by any other person.
Please note that those matters that are not covered or made clear
herein or in Annex I are subject to mutual agreement of the

                                     - 6 -

parties.  The terms and conditions of this commitment may be

modified only in writing.

You should be aware that any Co-Agent, either Co-Arranger or one
or more of their respective affiliates may be providing financing
or other services to parties whose interests may conflict with
yours.  Be assured, however, that consistent with the
longstanding policy of each of Chemical and Citibank to hold in
confidence the affairs of its customers, none of said entities
nor any of their respective affiliates will furnish confidential
information obtained from you to any of its other customers.  By
the same token, none of said entities nor any of their respective
affiliates will make available to you confidential information
that it obtained or may obtain from any other customer.

Governing Law, Etc.

This Engagement Letter shall be governed by, and construed in
accordance with, the laws of the State of New York.  This
Engagement Letter sets forth the entire agreement between the
parties with respect to the matters addressed herein and
supersedes all prior communications, written or oral, with
respect hereto.  This Engagement Letter may be executed in any
number of counterparts, each of which, when so executed, shall be
deemed to be an original and all of which, taken together, shall
constitute one and the same Engagement Letter.  Delivery of an
executed counterpart of a signature page to this Engagement
Letter by telecopier shall be as effective as delivery of a
manually executed counterpart of this Engagement Letter.  Your
obligations under the paragraphs captioned "Indemnification",
"Costs and Expenses" and "Confidentiality" shall survive the
expiration or termination of this Engagement Letter.

Waiver of Jury Trial

EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON
CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS
ENGAGEMENT LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE
ACTIONS OF ANY CO-AGENT OR EITHER CO-ARRANGER OR THE COMPANY IN
THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Please indicate your acceptance of the provisions hereof by
signing the enclosed copy of this Engagement Letter and returning
it to Judith Fishlow, Vice President, Citicorp Securities, Inc.,
399 Park Avenue, New York, New York  10043 (telecopier: 212-793-3963) 
at or before 5:00 p.m. (New York City time) on Monday,
March 20, 1995, the time at which the commitments hereunder (if
not so accepted prior thereto) will expire.  If you elect to

                                     - 7 -

deliver this Engagement Letter by telecopier, please arrange for
the executed original to follow by next-day courier.

                              Very truly yours,

                              CHEMICAL BANK

                              By  /s/ Julie S. Long
                                  Title: VP

                              CHEMICAL SECURITIES, INC.

                              By  /s/ Evelyn Aloise
                                  Title: VP

                              CITICORP SECURITIES, INC., on its
                                own behalf and on behalf of
                                Citibank, N.A.

                              By  /s/ Judith Fishlow
                                  Title: Vice President

ACCEPTED AND AGREED
this 20th day of March, 1995:

UNION PACIFIC CORPORATION

By  /s/ Gary M. Stuart
   Title: Vice President & Treasurer

                                                          Annex I
     
                            UNION PACIFIC CORPORATION
                              Up to $2,300,000,000
                            Revolving Credit Facility
                         Summary of Terms and Conditions

Borrower:                Union Pacific Corporation ("UPC") or an
                         appropriate acquisition subsidiary under
                         the unconditional guarantee of UPC (in
                         either case, the "Borrower").

Lenders:                 Chemical Bank ("Chemical"), Citibank,
                         N.A. ("Citibank") and a syndicate of
                         banks (the "Lenders") to be arranged by
                         the Borrower and the Syndication Agent
                         referred to below.

Co-Arrangers:            Chemical and Citicorp Securities, Inc.

Administrative Agent:    Chemical.

Documentation Agent:     Citibank.

Syndication Agent:       Chemical Securities, Inc.

Facility:                An aggregate of up to $2.3 billion (the
                         "Facility").

Commitment Period:       Until June 30, 1995 or such later date
                         as may be agreed by the parties in
                         writing (provided, that the Lenders
                         shall have no obligation to agree to any
                         such extension).

Purpose:                 To finance the tender offer (the "tender
                         offer") for the shares of CNW not owned
                         by UPC or its affiliates, to refinance
                         certain existing debt of CNW and for
                         general corporate purposes of the
                         Borrower.

Maturity:                A portion of the Facility in the
                         aggregate amount of up to $1.1 billion
                         will mature up to 5 years from the date
                         (the "Closing Date") of the signing of
                         definitive credit documentation.

                         A portion of the Facility in the
                         aggregate amount of $1.2 billion shall
                         be in the form of a separately-

                         documented revolving credit facility

                        Summary of Terms and Conditions
                        -------------------------------

                                     - 2 -

                         terminating on the date 364 days after
                         the Closing Date.

Upfront Fees:            2 basis points (aggregating up to
                         $460,000), payable on the Closing Date
                         to each Lender on the amount of such
                         Lender's allocated commitment.

Interest Rates:          Eurodollar Rate option with margins set
                         forth in Attachment A, plus comparable
                         Base Rate, CD Rate and Competitive Bid
                         options.

Documentation:           The commitments will be subject to
                         preparation, execution and delivery of
                         mutually acceptable loan documentation
                         which will contain appropriate
                         conditions precedent, representations
                         and warranties, covenants, events of
                         default, yield protection, funding loss,
                         capital adequacy, tax and other normal
                         provisions.  Such provisions shall be
                         based as closely as reasonably
                         practicable upon the comparable
                         provisions set forth in the Revolving
                         Credit Agreement draft of December 7,
                         1994 previously sent to the Borrower,
                         with modifications as agreed by the
                         Borrower and the Documentation Agent
                         pursuant to discussions that occurred in
                         the month of December, 1994 (the "Draft
                         Agreement") (subject always to the
                         rights of the Lenders and the Borrower
                         to be satisfied in form and substance
                         with the terms and conditions of the
                         loan documentation).

Prepayment:              Substantially similar to the prepayment
                         provisions in the Draft Agreement
                         (except that no prepayment or commitment
                         reduction will be required in the event
                         of any disposition of CNW shares
                         acquired pursuant to the Acquisition).

Optional Commitment
Reduction:               Substantially similar to corresponding
                         provisions in the Draft Agreement.

Representations
and Warranties:          To include corporate organization and
                         existence, good standing, authorization

                        Summary of Terms and Conditions
                        -------------------------------

                                     - 3 -

                         and non-contravention of applicable
                         organizational documents, law or
                         contracts, enforceability, financial
                         statements, no material adverse change,
                         no contravention of the federal margin
                         regulations, and ERISA matters, and
                         absence of material litigation or
                         proceedings, including without
                         limitation any such litigation or
                         proceedings that may have a material
                         adverse effect on the consummation of
                         the Acquisition or on the Borrower or
                         any of its subsidiaries, taken as a
                         whole; and in addition, representations
                         and warranties as to environmental
                         matters and accuracy of information
                         provided.

Conditions Precedent:    To include Board resolutions and other
                         necessary actions and approvals;
                         secretary s certificates; satisfactory
                         legal opinions; accuracy of
                         representations and warranties
                         (provided, that the representations and
                         warranties as to the absence of any
                         material adverse change and as to
                         litigation shall be made as of the
                         Closing Date only); absence of any
                         actual or incipient event of default;
                         absence of any change in the structure
                         or terms of the tender offer as
                         disclosed to the Lenders prior to the
                         Closing Date, and the merger agreement
                         shall be in substantially the form as
                         provided to the Lenders prior to the
                         Closing Date, except in each case for
                         changes or amendments that, in the
                         reasonable opinion of the majority
                         Lenders, are not materially adverse from
                         the standpoint of the financing
                         contemplated hereby; and satisfaction
                         (without waiver) of the conditions set

                         forth in the tender offer.

Affirmative Covenants:   To include maintenance of books,
                         corporate existence, maintenance of
                         properties, compliance with laws and
                         insurance; net worth; delivery of
                         financial statements and other
                         information; notice of defaults and
                         litigation; and delivery of certificates
                         regarding financial statements.

                        Summary of Terms and Conditions
                        -------------------------------

                                     - 4 -

Negative Covenants:      To include negative pledge clause; 
                         debt-to-net-worth restriction; restriction on
                         fundamental changes; prohibition of sale
                         of certain stock; compliance with ERISA;
                         no amendments of the tender offer or of
                         the merger agreement that would
                         materially adversely affect the
                         financing contemplated by the Facility.

Events of Default:       To include nonpayment of principal;
                         nonpayment of interest or fees within 10
                         days after the date due; material breach
                         of representations and warranties;
                         violation of covenants for 30 days after
                         notice; cross acceleration of debt in
                         excess of $20 million principal amount
                         in the aggregate; bankruptcy of the
                         Borrower or any of the Railroads; and
                         ERISA.

Assignments and
Participations:          The Borrower may not assign its rights
                         or obligations under the Facility
                         without the prior written consent of the
                         Lenders.  The Lenders shall be permitted
                         to assign loans and commitments with the
                         consent of the Borrower, which consent
                         can be withheld by the Borrower in its
                         sole discretion, and to grant
                         participations in the loans and
                         commitments.  Assignees will have all
                         the rights and obligations of the
                         assignor Lender.  Participations shall
                         be without restriction.  The voting
                         rights for participants will be limited
                         to changes in amount, tenor and rate.

Indemnification:         The loan documentation will include
                         indemnification of the Co-Arrangers, the
                         Administrative Agent, Documentation
                         Agent and Syndication Agent
                         (collectively, the "Co-Agents") and the
                         Lenders and each of their respective
                         affiliates, officers, directors,
                         employees, agents, advisors and
                         representatives (which shall cover the
                         matters referred to in, and shall
                         include the same exceptions as are
                         contained in, the Draft Agreement).

                        Summary of Terms and Conditions
                        -------------------------------

                                     - 5 -

Expenses:                All reasonable legal, arrangement and
                         out-of-pocket expenses of the Co-Arrangers 
                         and Co-Agents (including the
                         reasonable fees, disbursements and other
                         charges of counsel for the Co-Agents)
                         shall be reimbursed by the Borrower.

Law:                     New York; submission to New York
                         jurisdiction; waiver of jury trial.

                        Summary of Terms and Conditions
                        -------------------------------

                                                     Attachment A

Union Pacific Corporation
- --------------------------------------------------------------------------------

1.   Pricing for 5-year Acquisition Revolving Credit Facility:

                                                         Applicable
                                                         Percentage
                                                   Facility      LIBOR
Category               Ratings                       Fee         Margin
- --------               -------                     --------      ------

    1          Rated A- or higher by S&P;

               Rated A3 or higher by Moody's        0.100%        0.150%

    2          Rated lower than A- and equal 
               to or higher than BBB+ by S&P;       

               Rated lower than A3 and equal 
               to or higher than Baa1 by Moody's    0.125%        0.250%

    3          Rated lower than BBB+ and equal 
               to or higher than BBB- by S&P;

               Rated lower than Baa1 and equal 
               to or higher than Baa3 by Moody's    0.150%       0.300%

    4          Rated lower than BBB- by S&P;

               Rated lower than Baa3 by Moody's     0.250%       0.500%

If the ratings established by Moody's and S&P should fall within
different categories, the Applicable Percentages shall be determined by
reference to the numerically lower Category (where Category 1 is the
lowest such Category and Category 4 is the highest).

2.   Pricing for 364-day Acquisition Revolving Credit Facility:

     Facility Fee 1:      0.060%

     LIBOR Margin:       0.190%

- ----------
  1  Payable on entire amount fo Facility, irrespective of usage.

                        Summary of Terms and Conditions
                        -------------------------------

                     [Letterhead of The Blackstone Group]

                                            March 3, 1995

CONFIDENTIAL

Mr. Robert Schmiege
Chairman, President and CEO
Chicago and North Western Transportation Company
165 North Canal Street
Chicago, IL  60606

Dear Mr. Schmiege:

This letter will confirm that The Blackstone Group L.P. ("Blackstone") has been
retained by Chicago and North Western Transportation Company ("CNW" or the
"Company") to act as its exclusive financial advisor with respect to a potential
sale of, investment in, recapitalization by, strategic alliance with or joint
venture involving the Company.  Any such transaction is referred to hereunder as
the "Transaction".

During the term of this engagement, Blackstone agrees to provide the Company
strategic and financial advice, including assisting the Company in analyzing,
valuing, structuring and negotiating the terms of and effecting any Transaction
pursuant to the terms and conditions of this letter agreement.  Also, in
connection therewith, it is understood that Blackstone may be asked to render
its opinion (the "Opinion") to the Board of Directors of CNW as to the fairness
of a Transaction to the holders of CNW common stock.  The nature and scope of
Blackstone's investigations shall be such as Blackstone deems appropriate to
enable it to render the Opinion, and the scope, form and substance of the
Opinion shall be such as Blackstone reasonably considers appropriate.  The
Opinion shall, in any event, be limited to the fairness, from a financial point
of view, of the Transaction, and shall not address the Company's underlying
business decision to engage in the Transaction.  If requested, the Opinion will
be in written form.

The term of the engagement shall be twelve months from the date hereof, subject
to termination by either the Company or Blackstone at any time, with or without
cause, upon 10 days written notice to the other party, and without liability or
continuing obligation to CNW or to Blackstone (except for (i) any compensation
earned and expenses incurred by Blackstone prior to the date of termination,
(ii) in the case of termination by the Company, Blackstone's right to any fee
pursuant to this letter shall continue for any Transaction for which a
definitive agreement is signed within one year of such termination and (iii) the
separate letter agreement providing for the indemnification of Blackstone by the
Company will remain operative regardless of such termination).  The status of
Blackstone as an independent contractor and the limitation on persons to whom
Blackstone shall owe any duties will survive any such termination.

Chicago and North Western Transportation Company

Page 2

As compensation for Blackstone's services, the Company agrees to pay Blackstone
a fee equal to $6,000,000, less one-half of any Retainer Fee paid to Blackstone
pursuant to our engagement letter dated December 14, 1994 (the "December
Engagement Letter"), payable as follows:  $5,000,000, less one-half of any
Retainer Fee paid to Blackstone pursuant to the December Engagement Letter, upon
the signing of a definitive agreement for the Transaction, and $1,000,000 upon
the earlier of consummation of the Transaction and December 31, 1995.  In
addition to any fees that may be payable to Blackstone hereunder and regardless
of whether any Transaction is proposed or consummated, the Company hereby
agrees, from time to time upon request, to reimburse Blackstone for reasonable
out-of-pocket expenses incurred in connection with the services rendered by
Blackstone hereunder (including, without limitation, travel and lodging, data
processing and communications charges, courier services and fees, expenses and
disbursements of any legal counsel retained by Blackstone; provided, however,
that all such legal expenses will be subject to prior approval by the Company).

Upon the signing of a definitive agreement for the Transaction, and upon payment
of the fees and reimbursement of expenses due thereunder, the December
Engagement Letter shall be terminated; provided, however, that each party shall
continue to be obligated to refrain from reproducing, disseminating, quoting or
referring to, or otherwise disclosing, opinions, advice and/or information as
required thereby, and provided, further, however, that the obligations of the
Indemnification Agreement attached thereto shall survive and continue in
accordance with the terms thereof.

The Company acknowledges that all opinions, including the Opinion, and advice
(written and oral) given by Blackstone to the Company in connection with this
engagement are intended solely for the benefit and use of the Company (including
its management and directors) in evaluating the proposed Transaction and shall
not be relied upon by any other person.  The Company agrees that no such opinion
or advice shall be used for any other means or reproduced, disseminated, quoted
or referred to, except as required by law, at any time without the prior written
consent of Blackstone, which consent shall not be unreasonably withheld.

In connection with Blackstone's engagement hereunder, the Company will furnish
to Blackstone all information and data which Blackstone reasonably deems
appropriate (the "Information").  The Company will also provide Blackstone
reasonable access to its officers, directors and employees, as well as to its
independent accountants and to its counsel.  The Company hereby represents that
the Information will not contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein not
misleading in light of the circumstances under which such statements are made,
and will be complete and correct in all material respects. The Company
recognizes and confirms that Blackstone (a) will use and rely primarily on the
Information and on information available from generally recognized public
sources in performing the services contemplated by this letter agreement without
having independently verified the same, (b) does not assume responsibility for
the accuracy or completeness of the Information and such other information, (c)
is entitled to rely upon the 

Chicago and North Western Transportation Company
Page 3

Information without independent verification and (d) will not make an appraisal
of any assets in connection with this  assignment.  All such material,
non-public information and data, whether oral or written, will be kept
confidential by Blackstone, and Blackstone shall not disclose such information
and data, the Company's interest in a Transaction or the subject matter of this
letter agreement to any third party except (i) as the Company agrees may be
disclosed, (ii) to those persons who have a need to know such information in
connection with Blackstone's performance of its responsibilities hereunder or
(iii) such information and data which Blackstone is required by law or legal
process, upon advice of counsel, to disclose, but only after reasonable prior
notice to the Company.

The Company acknowledges that Blackstone may, at its option and expense, place
an announcement in such newspapers and periodicals as it may choose, stating
that Blackstone has acted as the exclusive financial advisor to the Company in
connection with the Transaction.

The Company acknowledges and agrees that Blackstone has been retained to act
solely as financial advisor to the Board of Directors of the Company.  In such
capacity, Blackstone shall act as an independent contractor, and any duties of
Blackstone arising out of its engagement pursuant to this agreement shall be
owed solely to the Company.  Because Blackstone will be acting on the Company's
behalf in this capacity, it is customary for us to receive indemnification.  A
copy of our standard form of indemnification agreement is attached to this
agreement as Attachment A.

This agreement shall be binding upon CNW, its successors and permitted assigns. 
This agreement (including the attached indemnification agreement) embodies the
entire agreement and understanding between the parties hereto and supersedes all
prior agreements and understandings relating to the subject matter hereof.  If
any provision of this agreement is determined to be invalid or unenforceable in
any respect, such determination will not affect such provision in any other
respect, which will remain in full force and effect.  No waiver, amendment or
other modification of this agreement shall be effective unless in writing and
signed by each party to be bound thereby. This agreement shall be governed by,
and construed in accordance with, the laws of the State of New York applicable
to contracts executed in and to be performed in that state.

Chicago and North Western Transportation Company
Page 4

Please confirm that the foregoing is in accordance with your understanding and
agreement with Blackstone by signing and returning the duplicate of this letter
enclosed herewith.

                                  Very truly yours,

                                  THE BLACKSTONE GROUP L.P.

                                  By /s/ J. Tomilson Hill
                                     J. Tomilson Hill

CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY

By /s/ Robert Schmiege
   Robert Schmiege
   Chairman, President and CEO

                                 ATTACHMENT A

                                                            March 3, 1995

The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154

Gentlemen:

                           INDEMNIFICATION AGREEMENT

This letter will confirm that we have engaged The Blackstone Group L.P.
("Blackstone") to advise and assist us in connection with respect to the matters
referred to in our letter agreement dated as of March 3, 1995 (the "Engagement
Letter").  In consideration of your agreement to act on our behalf in connection
with such matters, we agree to indemnify and hold harmless you and your
affiliates and your and their respective partners (both general and limited),
officers, directors, employees and agents and each other person, if any,
controlling you or any of your affiliates (you and each such other person being
an "Indemnified Party") from and against any losses, claims, damages, expenses
and liabilities whatsoever, whether they be joint or several, related to,
arising out of or in connection with the engagement (the "Engagement") under the
Engagement Letter and will reimburse each Indemnified Party for all expenses
(including fees, expenses and disbursements of counsel) as they are incurred in
connection with investigating, preparing, pursuing, defending or assisting in
the defense of any action, claim, suit, investigation or proceeding related to,
arising out of or in connection with the Engagement or this agreement, whether
or not pending or threatened, whether or not any Indemnified Party is a party,
whether or not resulting in any liability and whether or not such action, claim,
suit, investigation or proceeding is initiated or brought by us. We will not,
however, be liable under the foregoing indemnification provision for any losses,
claims, damages or liabilities (or expenses relating thereto) that are finally
judicially determined by a court of competent jurisdiction to have primarily
resulted from the bad faith, gross negligence or willful misconduct of
Blackstone. We also agree that no Indemnified Party shall have any liability
(whether direct or indirect, in contract or tort or otherwise) to us or our
owners, parents, affiliates, security holders or creditors for or in connection
with the Engagement except for any such liability for losses, claims, damages or
liabilities incurred by us that are finally judicially determined by a court of
competent jurisdiction to have primarily resulted from the bad faith, gross
negligence or willful misconduct of Blackstone.

If the indemnification provided for in the preceding paragraph is for any reason
unavailable to an Indemnified Party in respect of any losses, claims, damages or
liabilities referred to herein, then, in lieu of indemnifying such Indemnified
Party hereunder, we shall contribute to the amount paid or payable by such
Indemnified Party as a result of such losses, claims, damages or liabilities
(and expenses relating thereto) (i) in such proportion as is appropriate to
reflect the 

relative benefits received (or anticipated to be received) by you, on the one
hand, and us, on the other hand, from the Engagement or (ii) if and only if the
allocation provided by clause (i) above is for any reason not available, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in such clause (i) but also the relative fault of each of you and us, as well
as any other relevant equitable considerations; provided, however, to the extent
permitted by applicable law, in no event shall your aggregate contribution to
the amount paid or payable exceed the aggregate amount of fees actually received
by you under the Engagement Letter. For the purposes of this agreement, the
relative benefits to us and you of the Engagement shall be deemed to be in the
same proportion as (a) the total value paid or contemplated to be paid or
received or contemplated to be received by us, our security holders and our
creditors in the transaction or transactions that are the subject to the
Engagement, whether or not any such transaction is consummated, bears to (b) the
fees paid or to be paid to Blackstone under the Engagement Letter.

Neither party to this agreement will, without the prior written consent of the
other party (which consent will not be unreasonably withheld), settle or
compromise or consent to the entry of any judgment in any pending or threatened
claim, action, suit or proceeding in respect of which indemnification may be
sought hereunder (a "Judgement"), whether or not we or any Indemnified Party is
an actual or potential party to such claim, action, suit or proceeding.  In the
event that we seek to settle or compromise or consent to the entry of any
Judgment, we agree that such settlement, compromise or consent shall include an
unconditional release of Blackstone and each other Indemnified Party hereunder
from all liability arising out of such claim, action, suit or proceeding.

Promptly after receipt by an Indemnified Party of notice of any complaint or the
commencement of any action or proceeding with respect to which indemnification
is being sought hereunder, such person will notify us in writing of such
complaint or of the commencement of such action or proceeding, but failure so to
notify us will not relieve us from any liability which we may have hereunder or
otherwise, except to the extent that such failure materially prejudices our
rights. If we so elect or are requested by such Indemnified Party, we will
assume the defense of such action or proceeding, including the employment of
counsel reasonably satisfactory to Blackstone and the payment of the fees and
disbursements of such counsel.

In the event, however, such Indemnified Party reasonably determines in its
judgment that having common counsel would present such counsel with a conflict
of interest or if we fail to assume the defense of the action or proceeding in a
timely manner, then such Indemnified Party may employ separate counsel
reasonably satisfactory to us to represent or defend it in any such action or
proceeding and we will pay the fees and disbursements of such counsel; provided,
however, that we will not be required to pay the fees and disbursements of more
than one separate counsel for all Indemnified Parties in any jurisdiction in any
single action or proceeding. In any action or proceeding the defense of which we
assume, the Indemnified Party will have the right to participate in such
litigation and to retain its own counsel at such Indemnified Party's own
expense.

The foregoing reimbursement, indemnity and contribution obligations of the

Company under this agreement shall be in addition to any rights that an
Indemnified Party may have at common law 

or otherwise than under this agreement, and shall be binding upon and inure to
the benefit of any successors, assigns, heirs and personal representatives of
the Company and such Indemnified Party.

The provisions of this agreement shall apply to the Engagement, as well as any
additional engagement of Blackstone by the Company in connection with the
matters which are the subject of the Engagement, and any modification of the
Engagement or additional engagement and shall remain in full force and effect
regardless of any termination or the completion of your services under the
Engagement Letter.

This agreement and the Engagement Letter shall be governed by and construed in
accordance with the laws of the state of New York applicable to contracts
executed in and to be performed in that state.

                                             Very truly yours,

                                             CHICAGO AND NORTH
                                             WESTERN TRANSPORTATION
                                             COMPANY

                                             By  /s/ Robert Schmiege
                                                 Robert Schmiege
                                                 Chairman, President and CEO

Accepted and Agreed
to as of the date first
written above:

THE BLACKSTONE GROUP L.P.

By /s/ J. Tomilson Hill
   J. Tomilson Hill

                                                                  March 10, 1995

Union Pacific Corporation
Union Pacific Holdings
UP Rail, Inc.
Martin Tower, Eighth and Eaton Ave.
Bethlehem, Pennsylvania 

                       STRICTLY PRIVATE AND CONFIDENTIAL

Gentlemen:

     In connection with the transaction (the "Transaction") with Chicago and
North Western Transportation Company (the "Company") announced today in a joint
press release of you and the Company (the "Release"), you have requested
information concerning the Company.  As a condition of your being furnished such
information, you agree to treat any information concerning the Company which is
furnished to you by or on behalf of the Company whether furnished before, on or
after the date of this letter agreement (herein collectively referred to as the
"Evaluation Material") in accordance with the provisions of this letter
agreement.  The term "Evaluation Material" does not include information which
(i) was, is or becomes generally available to the public other than as a result
of a disclosure by you or your directors, officers, employees, agents or
advisors (collectively "representatives") in violation of this agreement, or
(ii) was, is or becomes available to you on a non-confidential basis from a
source other than the Company or its representatives provided that such source
is not bound by a confidentiality agreement with the Company, or (iii) was
within your possession prior to its being furnished to you by or on behalf of
the Company, provided that the source of such information was not bound by a
confidentiality agreement with the Company in respect thereof, (iv) has been
independently developed by you, without any use of material furnished
confidentially by or on behalf of the Company, or (v) is given to you or your
representatives by the Company or its representatives in the ordinary course of
business.

     You hereby agree that the Evaluation Material will be used solely for the
purpose of evaluating a possible transaction between the Company and you, and
that, except as permitted by this Agreement or as required by law, including but
not limited to compliance with reporting, disclosure or other provisions under
the Federal securities law, such information will be kept confidential by you;
provided, however, that any such information may be disclosed to your
representatives who need to know such  information for the purpose of evaluating
any such possible transaction between the Company and you (it being agreed that
such representatives shall be informed by you of the confidential nature of such
information and that by receiving such information they are agreeing to be bound
by this agreement, and you agree that you shall be responsible for any
unauthorized use or disclosure by any such representative.  You shall maintain a
list of those to whom such information has been disclosed which list you will
present to us upon request).

     In addition, except (i) as permitted by this Agreement, (ii) as required
by law, including but not limited to compliance with reporting, disclosure or
other provisions under the Federal securities law, or (iii) disclosures
consistent with the Release, without the prior consent of the Company, in the

case of disclosures by you or on your behalf, or your prior consent, in the case
of disclosures by the Company or on its behalf, you and the Company will not,
and each of you and the Company will direct its representatives not to, disclose
to any person any of the terms, conditions or other facts with respect to the
Transaction, including the status thereof.  The term "person" as used in this
letter agreement shall be broadly interpreted to include without limitation any
corporation, company, group, partnership, other entity or individual.

     In addition, you hereby acknowledge that you are aware, and that you will
advise your representatives who are informed as to the matters which are the
subject of this letter agreement, that the United States securities laws
prohibit any person who has material, non-public information concerning a
company from purchasing or selling securities of that company or from
communicating such information to any other person under circumstances in which
it is reasonably foreseeable that such person is likely to purchase or sell such
securities.

     In the event that you or any of your representatives are requested or
required (by oral questions, interrogatories, requests for information or
documents, subpoena, civil investigative demand or similar process) before a
court, arbitrator or administrative agency to disclose any Evaluation Material
supplied to you in the course of your dealings with the Company or its
representatives, it is agreed that you or such representative, as the case may
be, will provide the Company with prompt notice of such request(s) and the
documents requested thereby so that the Company may seek an appropriate
protective order and/or waive your compliance with the provisions of this letter
agreement.  It is further agreed that if, in the absence of a protective order
or the receipt of a waiver hereunder, you or your representatives, as the case
may be, are nonetheless, based on the advice of your counsel, required or
compelled to disclose Evaluation Material concerning the Company to any tribunal
or else stand liable for contempt or suffer other loss, damage, censure or
penalty, you may disclose such information to such tribunal without liability
hereunder; provided, however, that you shall not disclose more information than
is required and you shall give the Company written notice of the information to
be so disclosed as far in advance of its disclosure as is reasonably practicable
and shall use your best efforts to cooperate with the Company in obtaining an
order or other reliable assurance that confidential treatment will be accorded
to such portion of the information required to be disclosed as the Company
designates.

     At any time upon our request you shall promptly redeliver to the Company
all written Evaluation Material (whether in your possession or the possession of
your representatives) and will not retain any copies, extracts or other
reproductions in whole or in part of such written Evaluation Material.  All
portions of documents, memoranda, notes and other writings whatsoever (including
all copies, extracts or other reproductions), prepared by  you or your
representatives based on the information contained in the Evaluation Material
shall be destroyed, and such destruction shall be certified in writing to the
Company by an authorized officer supervising such destruction.  The redelivery
of such material shall not relieve your obligation of confidentiality or other
obligations hereunder.

     It is further understood and agreed that we do not make any representation
or warranty as to the accuracy or completeness of the Evaluation Material.  You

agree that neither the Company nor its representatives shall have any liability
to you or any of your representatives resulting from the use of the Evaluation
Material supplied by us or our representatives.

     It is understood and agreed that this Agreement does not obligate you or
the Company to enter into any further agreements.  Unless and until a definitive
agreement regarding a transaction between the Company and you has been executed,
neither the Company nor you will be under any legal obligation of any kind
whatsoever with respect to such a transaction by virtue of this letter agreement
except for the matters specifically agreed to herein.

     Any consent or waiver of compliance with any provision hereof shall be
effective only if in writing and signed by the party so consenting or waiving. 
It is further understood and agreed that no failure or delay by you or the
Company in exercising any right, power or privilege hereunder shall operate as a
waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise of any right, power or privilege.

     It is further understood and agreed that money damages would not be a
sufficient remedy for any breach of this letter agreement by you or the Company
and that the Company and you shall be entitled to specific performance and
injunctive  or other equitable relief as a remedy for any such breach, and you
and the Company further agree to waive any requirement for the securing or
posting of any bond in connection with such remedy.  Such remedy shall not be
deemed to be the exclusive remedy for your or the Company's breach of this
letter agreement, but shall be in addition to all other remedies available at
law or equity to the Company and you.  You and the Company further agree that
each shall be reimbursed by the other for all costs and expenses, including
reasonable attorney's fees, incurred in any proceeding to enforce this letter
agreement; provided, however, that a party will not be responsible for such
reimbursement unless such party is judicially determined in such proceeding
(such determination not being subject to further appeal) to have breached this
letter agreement.

     This Agreement shall remain in effect for a period of one (1) year from
the date hereof.  Until March 1, 1996, you agree that neither you nor any of
your representatives will solicit or employ any of the current officers or
senior employees of the Company so long as they are employed by the Company
without obtaining the prior written consent of the Company.

     If any provision hereof should be determined to be void or unenforceable
in any jurisdiction, the validity and effectiveness of such provision in any
other jurisdiction, and the validity and effectiveness of the remaining
provisions, shall not be affected.  This letter agreement shall be governed by
and construed in accordance with the internal laws of the State of Delaware,
without giving effect to the principles of conflict of laws thereof.

     If you are in agreement with the foregoing, please so indicate by signing
and returning one copy of this letter agreement, whereupon it will constitute
our agreement with respect to the subject matter hereof.

                               Very truly yours,

                               CHICAGO AND NORTH WESTERN
                               TRANSPORTATION COMPANY

                               By:   /s/ Robin Bourne-Caris
                               Its:

Confirmed and Agreed to:

UNION PACIFIC CORPORATION

By:   /s/ Carl von Bernuth
Its:
Date: 

UNION PACIFIC HOLDINGS, INC.

By:   /s/ Carl von Bernuth
Its:
Date:

UP RAIL, INC.

By:   /s/ Carl von Bernuth
Its:
Date: