1
 
ORIGINAL ELECTRONICALLY TRANSMITTED TO THE SECURITIES AND EXCHANGE COMMISSION ON
                               DECEMBER 20, 1996
 
                                                        REGISTRATION NO.
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------
 
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------
 
                           UNION PACIFIC CORPORATION
               (Exact name of issuer as specified in its charter)

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

                            EIGHTH AND EATON AVENUES
                         BETHLEHEM, PENNSYLVANIA 18018
                                 (610) 861-3200
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
                             ---------------------
                               RICHARD J. RESSLER
                           ASSISTANT GENERAL COUNSEL
                           UNION PACIFIC CORPORATION
                            EIGHTH AND EATON AVENUES
                         BETHLEHEM, PENNSYLVANIA 18018
                                 (610) 861-3200
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                             ---------------------
                                   COPIES TO:
                             WILLIAM P. ROGERS, JR.
                            CRAVATH, SWAINE & MOORE
                                WORLDWIDE PLAZA
                               825 EIGHTH AVENUE
                            NEW YORK, NEW YORK 10019
                                 (212) 474-1000
                             ---------------------
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
 
    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
 
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
 
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
 
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
                             ---------------------
                        CALCULATION OF REGISTRATION FEE

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                                                                          PROPOSED          PROPOSED
                   TITLE OF EACH                         AMOUNT            MAXIMUM           MAXIMUM          AMOUNT OF
                CLASS OF SECURITIES                       TO BE        OFFERING PRICE       AGGREGATE       REGISTRATION
                 TO BE REGISTERED                     REGISTERED(1)       PER UNIT      OFFERING PRICE(2)        FEE
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Debt Securities(3).................................
Warrants to Purchase Debt Securities...............
Preferred Stock, no par value (4)..................   $1,000,000,000         (2)         $1,000,000,000      $303,030.30
Warrants to Purchase Preferred Stock...............
Common Stock, par value $2.50 per share (5)........
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(1) In United States dollars or the equivalent thereof in foreign currency or
    currency units.
(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(o). The aggregate public offering price of the Debt
    Securities, Warrants to purchase Debt Securities, Preferred Stock, and
    Warrants to purchase Preferred Stock registered hereby will not exceed
    $1,000,000,000. No separate consideration will be received for Common Stock,
    Preferred Stock or Debt Securities that are issued upon conversion or
    exchange of Preferred Stock or Debt Securities.
(3) Such indeterminate amount of Debt Securities as may from time to time be
    issued at indeterminate prices or issuable upon conversion or exchange of
    Debt Securities or Preferred Stock, to the extent such Debt Securities or
    Preferred Stock are, by their terms, convertible into or exchangeable for
    Debt Securities, or upon the exercise of Warrants to purchase Debt
    Securities.
(4) Such indeterminate number of shares of Preferred Stock as may from time to
    time be issued at indeterminate prices or issuable upon conversion or
    exchange of Debt Securities or Preferred Stock, to the extent such Debt
    Securities or Preferred Stock are, by their terms, convertible into or
    exchangeable for shares of Preferred Stock, or upon the exercise of Warrants
    to purchase Preferred Stock.
(5) Such indeterminate number of shares of Common Stock as may from time to time
    be issuable upon conversion or exchange of Debt Securities or shares of
    Preferred Stock, to the extent any of such Debt Securities or Preferred
    Stock are, by their terms, convertible into or exchangeable for shares of
    Common Stock.
                             ---------------------
 
    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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   2
 
                    SUBJECT TO COMPLETION, DECEMBER 20, 1996
                                      LOGO
 
                                 $1,000,000,000
 
                                DEBT SECURITIES
                                PREFERRED STOCK
                                  COMMON STOCK
                              SECURITIES WARRANTS
                             ---------------------
     Union Pacific Corporation (the "Company") may issue from time to time,
together or separately (i) its debt securities (the "Debt Securities"), which
may be either senior ("Senior Securities") or subordinated ("Subordinated
Securities") and which may be convertible into or exchangeable for shares of
common stock, par value $2.50, of the Company (the "Common Stock"), shares of
preferred stock, no par value, of the Company (the "Preferred Stock"), or other
Debt Securities; (ii) warrants to purchase Debt Securities (the "Debt
Warrants"); (iii) Preferred Stock, which may be convertible into or exchangeable
for shares of Common Stock or shares of Preferred Stock or Debt Securities; (iv)
warrants to purchase shares of Preferred Stock (the "Preferred Stock Warrants")
and (v) Common Stock issuable upon the conversion or exchange of Debt Securities
or Preferred Stock offered hereunder, to the extent such Debt Securities or
Preferred Stock are, by their terms, convertible into or exchangeable for shares
of Common Stock, in amounts, at prices and on terms to be determined by market
conditions at the time of offering. The Debt Warrants and Preferred Stock
Warrants are collectively referred to herein as the "Securities Warrants" and
the Debt Securities, Preferred Stock, Common Stock and Securities Warrants are
collectively referred to herein as the "Offered Securities".
 
     The Offered Securities may be issued in one or more series or issuances and
will be limited to $1,000,000,000 in aggregate public offering price (or its
equivalent, based on the applicable exchange rate, to the extent Debt Securities
are issued for one or more foreign currencies or currency units). The Offered
Securities may be sold for U.S. dollars, or any foreign currency or currencies
or currency units, and the principal of, any premium on, and any interest on,
the Debt Securities may be payable in U.S. dollars, or any foreign currency or
currencies or currency units.
 
     The specific terms of the Offered Securities in respect of which this
Prospectus is being delivered are set forth in the accompanying Prospectus
Supplement (the "Prospectus Supplement"), including, where applicable, (i) in
the case of Debt Securities, the specific designation, aggregate principal
amount, authorized denomination, initial offering price, maturity, premium (if
any), interest rate (which may be fixed or floating), time of and method of
calculating the payment of interest, if any, the currency in which principal,
premium, if any, and interest, if any, are payable, any redemption or sinking
fund terms, any terms for the conversion into or exchange for shares of Common
Stock or Preferred Stock or other Debt Securities, terms of subordination of
Subordinated Securities, and other specific terms; (ii) in the case of Preferred
Stock, the specific designation, any dividend, liquidation, redemption, sinking
fund, voting or other rights, time of payment of dividends, any terms for the
conversion into or exchange for shares of Common Stock or shares of Preferred
Stock or Debt Securities, the initial offering price and other specific terms;
and (iii) in the case of Securities Warrants, the duration, initial offering
price, exercise price and detachability thereof. The Prospectus Supplement will
also contain information, where applicable, about certain United States Federal
income tax considerations relating to, and any listing on a securities exchange
of, the Offered Securities covered by the Prospectus Supplement.
                             ---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
   EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
      SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
      COMMISSION
        PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
          REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                             ---------------------
     The Offered Securities will be sold directly, through agents, dealers or
underwriters as designated from time to time, or through a combination of such
methods. If any agents of the Company or any dealers or underwriters are
involved in the sale of the Offered Securities in respect of which this
Prospectus is being delivered, the names of such agents, dealers or underwriters
and any applicable agent's commission, dealer's purchase price or underwriter's
discount will be set forth in or may be calculated from the Prospectus
Supplement. The net proceeds to the Company from such sale will be the purchase
price less such commission in the case of an agent, the purchase price in the
case of a dealer, or the public offering price less such discount in the case of
an underwriter and less, in each case, other attributable issuance expenses. See
"Plan of Distribution".
 
                THE DATE OF THIS PROSPECTUS IS           , 19  .
 
     INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
     REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
     MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
     BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
     THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
     SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
     UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
     OF ANY SUCH STATE.
   3
 
                             AVAILABLE INFORMATION
 
     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission") relating to its business, financial position,
results of operations and other matters. Such reports and other information can
be inspected and copied at the Public Reference Section maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at certain of its Regional Offices, located at Northwest Atrium Center
(Suite 1400), 500 West Madison Street, Chicago, Illinois 60661, and Seven World
Trade Center, 13th Floor, New York, New York 10048. Copies of such material can
also be obtained from the Public Reference Section of the Commission at
prescribed rates. Such material can also be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005. Such material
may also be accessed electronically by means of the Commission's home page on
the Internet (http://www.sec.gov).
 
     The Company has filed with the Commission a registration statement (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the securities offered hereby. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. Reference is made to the Registration Statement
and to the exhibits relating thereto for further information with respect to the
Company and the securities offered hereby.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The Company hereby incorporates by reference herein its Annual Report on
Form 10-K for the fiscal year ended December 31, 1995, its Quarterly Reports on
Form 10-Q for the quarterly periods ended March 31, 1996, June 30, 1996 and
September 30, 1996, its Current Reports on Form 8-K dated January 22, 1996,
September 11, 1996 (such report was amended by a Form 8-K/A-1 filed on October
17, 1996) and October 15, 1996, all of which have been previously filed with the
Commission under File No. 1-6075, and the description of capital stock
(including Common Stock) of the Company that is contained in the registration
statement filed under the Exchange Act under File No. 1-6075, including all
amendments or reports filed for the purpose of updating such description.
 
     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and before the
termination of the offering of the Offered Securities offered hereby shall be
deemed incorporated herein by reference, and such documents shall be deemed to
be a part hereof from the date of filing such documents. Any statement contained
herein, in a document incorporated or deemed to be incorporated by reference
herein, or in the accompanying Prospectus Supplement, shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein or in the accompanying Prospectus
Supplement modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
 
     The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the above documents incorporated or deemed to be
incorporated herein by reference (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the documents that
this Prospectus incorporates). Written or oral requests should be directed to:
Union Pacific Corporation, Eighth and Eaton Avenues, Bethlehem, Pennsylvania
18018, Attention: Corporate Secretary (telephone 610-861-3200).
 
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                                  THE COMPANY
 
     The Company operates, through subsidiaries, in the areas of rail
transportation (Union Pacific Railroad Company ("UPRR"), Missouri Pacific
Railroad Company ("MPRR") and Southern Pacific Transportation Company ("SPT")
(collectively, the "Railroad")) and trucking (Overnite Transportation Company
("Overnite")). Each of the foregoing subsidiaries is indirectly wholly-owned by
the Company. Substantially all of the Company's operations are in the United
States.
 
     On September 11, 1996, Southern Pacific Rail Corporation (the parent
company of SPT and its railroad affiliates) was merged with and into a
subsidiary of the Company (the "UP/SP Merger"). As a result of the UP/SP Merger,
the Railroad became the largest railroad in the United States in terms of
revenue and track miles, with approximately 37,000 route miles in 24 states
linking the major Pacific Coast and Gulf Coast ports with the Midwest. The
Railroad maintains coordinated schedules with other carriers for the handling of
freight throughout the United States, Canada and Mexico. The Railroad handles
exported and imported freight throughout the system, principally through the
Gulf Coast and Pacific Coast ports and across the Texas-Mexico border.
Currently, the Railroad's customers fall into six major commodity groups:,
chemicals, energy, automotive, intermodal, agriculture products and industrial
products.
 
     The Company intends to restructure its railroad subsidiaries, by merging
MPRR and UPRR on January 1, 1997, and combining SPT with UPRR, by merger or
otherwise, beginning in mid-1997.
 
     Overnite, a major interstate trucking company, serves all 50 states and
portions of Canada and Mexico with more than 150 service centers (located
primarily in eastern, southeastern and central United States and on the Pacific
Coast) and through agency partnerships with several small, high-quality carriers
serving areas not directly covered by Overnite. As one of the largest trucking
companies in the United States, Overnite offers a comprehensive array of
services, specializing in less-than-truckload shipments, and transports a
variety of products, including machinery, tobacco, textiles, plastics,
electronics and paper products.
 
     On October 15, 1996, the Company completed the divesture of its natural
resources business, Union Pacific Resources Group Inc. ("Resources"), through a
pro-rata distribution of the Company's entire interest in Resources to its
stockholders (the "Spin-Off"). The Spin-Off represented the second step of the
Company's plan to exit the natural resources business. The first step of the
plan was an initial public offering by Resources of approximately 17% of its
common stock, which was completed on October 17, 1995.
 
     The Company's executive offices are located at Eighth and Eaton Avenues,
Bethlehem, Pennsylvania 18018, and its telephone number is (610) 861-3200.
 
RATIO OF EARNINGS TO FIXED CHARGES(A)

                                                    NINE MONTHS
                                                       ENDED
            YEAR ENDED DECEMBER 31,                SEPTEMBER 30,
- -----------------------------------------------    -------------
1991(B)       1992      1993     1994     1995         1996
- --------    --------    -----    -----    -----    -------------
                                    
  0.6         2.9        3.0      3.2      2.8        2.7

- ---------------
 
(a) All information presented excludes Resources and USPCI, Inc. (former waste
     management segment of the Company which was sold at year-end 1994), which
     are discontinued operations.
 
(b) In the third quarter of 1991, the Company announced a major restructuring
     program, including a $790 million ($523 million after-tax) special charge.
     Excluding the special charge, the Company's ratio of earnings to fixed
     charges for the year ended December 31, 1991 would have been 2.5.
 
     The ratio of earnings to fixed charges has been computed on a total
enterprise basis. Earnings represent income from continuing operations before
the cumulative effect of accounting changes less equity in undistributed
earnings of unconsolidated affiliates, plus income taxes and fixed charges.
Fixed charges represent interest, amortization of debt discount and expense, and
the estimated interest portion of rental charges.
 
                                        3
   5
 
                                USE OF PROCEEDS
 
     Unless otherwise specified in the Prospectus Supplement, the net proceeds
from the sale of the Offered Securities offered hereby will be used for general
corporate purposes, including repayment of borrowings, working capital, capital
expenditures, stock repurchase programs and acquisitions. Additional information
on the use of net proceeds from the sale of the Offered Securities offered
hereby is set forth in the Prospectus Supplement relating to such Offered
Securities.
 
                         DESCRIPTION OF DEBT SECURITIES
 
     The following description of the terms of the Debt Securities summarizes
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
and the extent, if any, to which such general provisions may apply to any series
of Debt Securities will be described in the Prospectus Supplement relating to
such series.
 
     The Debt Securities are to be issued under one or more Indentures
(collectively, the "Indenture") between the Company and Citibank, N.A., as
trustee or such other trustee as shall be named in a Prospectus Supplement (the
"Trustee"). The following statements are subject to the detailed provisions of
the Indenture, a copy of which is filed as an exhibit to the Registration
Statement. Wherever any particular provisions of the Indenture or terms defined
therein are referred to, such provisions and terms are incorporated by reference
as a part of the statements made herein and such statements are qualified in
their entirety by such references. References to particular sections of the
Indenture are noted below. Defined terms used herein but not defined herein
shall have the meanings ascribed to them in the Indenture.
 
GENERAL
 
     The Debt Securities may be either Senior Securities or Subordinated
Securities and will be unsecured, unless the Company shall be required to secure
the Debt Securities as described below under "Covenants--Limitation on Liens."
The Indenture does not limit the amount of Debt Securities which may be issued
thereunder and Debt Securities may be issued thereunder up to the aggregate
principal amount which may be authorized from time to time by the Company.
(Section 301) Debt Securities will be issued from time to time and offered on
terms determined by market conditions at the time of sale.
 
     The Senior Securities will be unsecured and will rank on a parity with all
other unsecured and unsubordinated indebtedness of the Company. The Subordinated
Securities will be unsecured and will be subordinated and junior to all "Senior
Indebtedness" (which for this purpose includes any Senior Securities) to the
extent set forth in the applicable supplemental Indenture and the Prospectus
Supplement relating to such series.
 
     The Debt Securities may be issued in one or more series with the same or
various maturities at par, at a premium or at a discount. Any Debt Securities
bearing no interest or interest at a rate which at the time of issuance is below
market rates will be sold at a discount (which may be substantial) from their
stated principal amount. Federal income tax consequences and other special
considerations applicable to any such substantially discounted Debt Securities
will be described in the Prospectus Supplement relating thereto.
 
     Reference is made to the Prospectus Supplement for the following terms of
the Debt Securities offered hereby: (i) the designation, aggregate principal
amount and authorized denominations of such Debt Securities; (ii) the percentage
of their principal amount at which such Debt Securities will be issued; (iii)
the date or dates on which the Debt Securities will mature; (iv) the rate or
rates (which may be fixed or floating) per annum at which the Debt Securities
will bear interest, if any, or the method of determining such rate or rates; (v)
the date or dates on which any such interest will be payable, the date or dates
on which payment of any such interest will commence and the Regular Record Dates
for such Interest Payment Dates; (vi) whether such Debt Securities are Senior
Securities or Subordinated Securities; (vii) the terms of any mandatory or
optional redemption (including any provisions for any sinking, purchase or other
analogous fund) or repayment option; (viii) the currency, currencies or currency
units for which the Debt Securities may be purchased and the currency,
currencies or currency units in which the principal thereof, any premium
 
                                        4
   6
 
thereon and any interest thereon may be payable; (ix) if the currency,
currencies or currency units for which the Debt Securities may be purchased or
in which the principal thereof, any premium thereon and any interest thereon may
be payable is at the election of the Company or the purchaser, the manner in
which such election may be made; (x) if the amount of payments on the Debt
Securities is determined with reference to an index based on one or more
currencies or currency units, changes in the price of one or more securities or
changes in the price of one or more commodities, the manner in which such
amounts may be determined; (xi) the extent to which any of the Debt Securities
will be issuable in temporary or permanent global form, or the manner in which
any interest payable on a temporary or permanent Global Security will be paid;
(xii) the terms and conditions upon which conversion or exchange of the Debt
Securities into or for Common Stock, Preferred Stock or other Debt Securities
will be effected, including the conversion price or exchange ratio, the
conversion or exchange period and any other conversion or exchange provisions;
(xiii) information with respect to book-entry procedures, if any; (xiv) a
discussion of certain Federal income tax, accounting and other special
considerations, procedures and limitations with respect to the Debt Securities;
and (xv) any other specific terms of the Debt Securities not inconsistent with
the Indenture.
 
     If any of the Debt Securities are sold for one or more foreign currencies
or foreign currency units or if the principal of, premium, if any, or any
interest on any series of Debt Securities is payable in one or more foreign
currencies or foreign currency units, the restrictions, elections, Federal
income tax consequences, specific terms and other information with respect to
such issue of Debt Securities and such currencies or currency units will be set
forth in the Prospectus Supplement relating thereto.
 
     Unless otherwise specified in the Prospectus Supplement, the principal of,
any premium on, and any interest on the Debt Securities will be payable, and the
Debt Securities will be transferable, at the Corporate Trust Office of the
Trustee in New York, New York, provided that payment of interest, if any, may be
made at the option of the Company by check mailed on or before the payment date,
first class mail, to the address of the person entitled thereto as it appears on
the registry books of the Company or its agent.
 
     Unless otherwise specified in the Prospectus Supplement, the Debt
Securities will be issued only in fully registered form and in denominations of
$1,000 and any integral multiple thereof. (Sections 301 and 302) No service
charge will be made for any transfer or exchange of any Debt Securities, but the
Company may, except in certain specified cases not involving any transfer,
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. (Section 305)
 
GLOBAL SECURITIES
 
     The Debt Securities of a series may be issued, in whole or in part, in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a depositary (the "Depositary") identified in the Prospectus Supplement
relating to such series. Global Securities may be issued only in fully
registered form and in either temporary or permanent form. Unless and until it
is exchanged in whole or in part for the individual Debt Securities represented
thereby, a Global Security may not be transferred except as a whole by the
Depositary for such Global Security to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by the Depositary or any nominee of such Depositary to a successor
Depositary or any nominee of such successor.
 
     The specific terms of the depositary arrangement with respect to a series
of Debt Securities will be described in the Prospectus Supplement relating to
such series. The Company anticipates that the following provisions will
generally apply to depositary arrangements.
 
     Upon the issuance of a Global Security, the Depositary for such Global
Security or its nominee will credit, on its book entry registration and transfer
system, the respective principal amounts of the individual Debt Securities
represented by such Global Security to the accounts of persons that have
accounts with such Depositary. Such accounts shall be designated by the dealers,
underwriters or agents with respect to such Debt Securities or by the Company if
such Debt Securities are offered and sold directly by the Company. Ownership of
beneficial interests in a Global Security will be limited to persons that have
accounts with the applicable Depositary ("participants") or persons that may
hold interests through participants. Ownership of beneficial interests in such
Global Security will be shown on, and the transfer of that ownership will be
 
                                        5
   7
 
effected only through, records maintained by the applicable Depositary or its
nominee (with respect to interests of participants) and the records of
participants (with respect to interests of persons other than participants). The
laws of some states require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to transfer beneficial interests in a Global Security.
 
     So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture. Except as provided below, owners of beneficial interests in a Global
Security will not be entitled to have any of the individual Debt Securities of
the series represented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of any such Debt
Securities of such series in definitive form and will not be considered the
owners or holders thereof under the Indenture governing such Debt Securities.
 
     Payments of principal of, any premium on, and any interest on, individual
Debt Securities represented by a Global Security registered in the name of a
Depositary or its nominee will be made to the Depositary or its nominee, as the
case may be, as the registered owner of the Global Security representing such
Debt Securities. Neither the Company, the Trustee for such Debt Securities, any
Paying Agent, nor the Security Registrar for such Debt Securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of the Global
Security for such Debt Securities or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
 
     The Company expects that the Depositary for a series of Debt Securities or
its nominee, upon receipt of any payment of principal, premium or interest in
respect of a permanent Global Security representing any of such Debt Securities,
immediately will credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such Global Security for such Debt Securities as shown on the records of such
Depositary or its nominee. The Company also expects that payments by
participants to owners of beneficial interests in such Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name". Such payments will be
the responsibility of such participants.
 
     If the Depositary for a series of Debt Securities is at any time unwilling,
unable or ineligible to continue as depositary and a successor depositary is not
appointed by the Company within 90 days, the Company will issue individual Debt
Securities of such series in exchange for the Global Security representing such
series of Debt Securities. In addition, the Company may at any time and in its
sole discretion, subject to any limitations described in the Prospectus
Supplement relating to such Debt Securities, determine not to have any Debt
Securities of a series represented by one or more Global Securities and, in such
event, will issue individual Debt Securities of such series in exchange for the
Global Security or Securities representing such series of Debt Securities.
Further, if the Company so specifies with respect to the Debt Securities of a
series, an owner of a beneficial interest in a Global Security representing Debt
Securities of such series may, on terms acceptable to the Company, the Trustee
and the Depositary for such Global Security, receive individual Debt Securities
of such series in exchange for such beneficial interests, subject to any
limitations described in the Prospectus Supplement relating to such Debt
Securities. In any such instance, an owner of a beneficial interest in a Global
Security will be entitled to physical delivery of individual Debt Securities of
the series represented by such Global Security equal in principal amount to such
beneficial interest and to have such Debt Securities registered in its name.
Individual Debt Securities of such series so issued will be issued in
denominations, unless otherwise specified by the Company, of $1,000 and integral
multiples thereof.
 
SENIOR SECURITIES
 
     The Senior Securities will be direct, unsecured obligations of the Company,
and will constitute Senior Indebtedness (in each case as defined in the
applicable supplemental Indenture) ranking on a parity with all other unsecured
and unsubordinated indebtedness of the Company.
 
                                        6
   8
 
SUBORDINATED SECURITIES
 
     The Subordinated Securities will be direct, unsecured obligations of the
Company. The obligations of the Company pursuant to the Subordinated Securities
will be subordinate in right of payment to the extent set forth in the Indenture
and the applicable supplemental Indenture to all Senior Indebtedness (including
all Senior Securities) (in each case as defined in the applicable supplemental
Indenture). Except to the extent otherwise set forth in a Prospectus Supplement,
the Indenture does not contain any restriction on the amount of Senior
Indebtedness which the Company may incur.
 
     The terms of the subordination of a series of Subordinated Securities,
together with the definition of Senior Indebtedness related thereto, will be as
set forth in the applicable supplemental Indenture and the Prospectus Supplement
relating to such series.
 
     The Subordinated Securities will not be subordinated to indebtedness of the
Company which is not Senior Indebtedness, and the creditors of the Company who
do not hold Senior Indebtedness will not benefit from the subordination
provisions described herein. In the event of the bankruptcy or insolvency of the
Company before or after maturity of the Subordinated Securities, such other
creditors would rank pari passu with holders of the Subordinated Securities,
subject, however, to the broad equity powers of the Federal bankruptcy court
pursuant to which such court may, among other things, reclassify the claims of
any series of Subordinated Securities into a class of claims having a different
relative priority with respect to the claims of such other creditors or any
other claims against the Company.
 
CERTAIN DEFINITIONS
 
     Certain terms defined in Section 101 of the Indenture are summarized below.
 
     "Debt" means indebtedness for money borrowed.
 
     "Domestic Subsidiary" means a Subsidiary incorporated or conducting its
principal operations within the United States or any State thereof.
 
     "Mortgage" means any mortgage, pledge, lien, encumbrance, charge or
security interest of any kind.
 
     "Subsidiary", when used with respect to the Company, means any corporation
of which a majority of the outstanding voting stock is owned, directly or
indirectly, by the Company or by one or more other Subsidiaries, or both.
 
COVENANTS
 
     The Indenture contains certain covenants, including the limitation on liens
covenant summarized below which will be applicable (unless waived or amended) so
long as any of the Debt Securities are outstanding, unless stated otherwise in
the Prospectus Supplement.
 
     Limitation on Liens.  The Company will not, nor will it permit any
Subsidiary to, create, assume, incur or suffer to exist any Mortgage upon any
stock or indebtedness of any Domestic Subsidiary, whether owned on the date of
the Indenture or thereafter acquired, to secure any Debt of the Company or any
other person (other than the Debt Securities), without in any such case making
effective provision whereby all the outstanding Debt Securities shall be
directly secured equally and ratably with such Debt. There will be excluded from
this restriction any Mortgage upon stock or indebtedness of a corporation
existing at the time such corporation becomes a Domestic Subsidiary or at the
time stock or indebtedness of a Domestic Subsidiary is acquired and any
extension, renewal or replacement of any such Mortgage. (Section 1006)
 
CONSOLIDATION, MERGER, SALE OR CONVEYANCE
 
     The Indenture provides that the Company may not consolidate with or merge
into any other corporation or convey or transfer its properties and assets
substantially as an entirety to any person, unless (i) the successor corporation
shall be a corporation organized and existing under the laws of the United
States or any
 
                                        7
   9
 
State thereof or the District of Columbia, and shall expressly assume by a
supplemental indenture the due and punctual payment of the principal of, any
premium on, and any interest on, all the outstanding Debt Securities and the
performance of every covenant in the Indenture on the part of the Company to be
performed or observed; (ii) immediately after giving effect to such transaction,
no Event of Default, and no event which, after notice or lapse of time or both,
would become an Event of Default, shall have happened and be continuing; and
(iii) the Company shall have delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance or transfer and such supplemental indenture comply with the foregoing
provisions relating to such transaction. (Section 801) In case of any such
consolidation, merger, conveyance or transfer, such successor corporation will
succeed to and be substituted for the Company as obligor on the Debt Securities,
with the same effect as if it had been named in the Indenture as the Company.
(Section 802) Other than the restrictions on Mortgages described above, the
Indenture and the Debt Securities do not contain any covenants or other
provisions designed to protect holders of Debt Securities in the event of a
highly leveraged transaction involving the Company or any Subsidiary.
 
EVENTS OF DEFAULT; WAIVER AND NOTICE THEREOF; DEBT SECURITIES IN FOREIGN
CURRENCIES
 
     As to any series of Debt Securities, an Event of Default is defined in the
Indenture as (a) default for 30 days in payment of any interest on the Debt
Securities of such series; (b) default in payment of principal of or any premium
on the Debt Securities of such series at maturity; (c) default in payment of any
sinking or purchase fund or analogous obligation, if any, on the Debt Securities
of such series; (d) default by the Company in the performance of any other
covenant or warranty contained in the Indenture for the benefit of such series
which shall not have been remedied for a period of 90 days after notice is given
as specified in the Indenture; and (e) certain events of bankruptcy, insolvency
and reorganization of the Company. (Section 501)
 
     A default under other indebtedness of the Company will not be a default
under the Indenture and a default under one series of Debt Securities will not
necessarily be a default under another series. Any additions, deletions or other
changes to the Events of Default which will be applicable to a series of Debt
Securities will be described in the Prospectus Supplement relating to such
series of Debt Securities.
 
     The Indenture provides that (i) if an Event of Default described in clause
(a), (b), (c) or (d) above (if the Event of Default under clause (d) is with
respect to less than all series of Debt Securities then outstanding) shall have
occurred and be continuing with respect to any series, either the Trustee or the
holders of not less than 25% in aggregate principal amount of the Debt
Securities of such series then outstanding (each such series acting as a
separate class) may declare the principal (or, in the case of Original Issue
Discount Securities, the portion thereof specified in the terms thereof) of all
outstanding Debt Securities of such series and the interest accrued thereon, if
any, to be due and payable immediately and (ii) if an Event of Default described
in clause (d) or (e) above (if the Event of Default under clause (d) is with
respect to all series of Debt Securities then outstanding) shall have occurred
and be continuing, either the Trustee or the holders of at least 25% in
aggregate principal amount of all Debt Securities then outstanding (treated as
one class) may declare the principal (or, in the case of Original Issue Discount
Securities, the portion thereof specified in the terms thereof) of all Debt
Securities then outstanding and the interest accrued thereon, if any, to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults (except for defaults in the payment of principal of,
any premium on, or any interest on, such Debt Securities and in compliance with
certain covenants) may be waived by the holders of a majority in aggregate
principal amount of the Debt Securities of such series then outstanding.
(Sections 502 and 513)
 
     Under the Indenture the Trustee must give to the holders of each series of
Debt Securities notice of all uncured defaults known to it with respect to such
series within 90 days after such a default occurs (the term default to include
the events specified above without notice or grace periods); provided that,
except in the case of default in the payment of principal of, any premium on, or
any interest on, any of the Debt Securities, or default in the payment of any
sinking or purchase fund installment or analogous obligations, the Trustee shall
be protected in withholding such notice if it in good faith determines that the
withholding of such notice is in the interests of the holders of the Debt
Securities of such series. (Section 602)
 
                                        8
   10
 
     No holder of any Debt Securities of any series may institute any action
under the Indenture unless (a) such holder shall have given the Trustee written
notice of a continuing Event of Default with respect to such series, (b) the
holders of not less than 25% in aggregate principal amount of the Debt
Securities of such series then outstanding shall have requested the Trustee to
institute proceedings in respect of such Event of Default, (c) such holder or
holders shall have offered the Trustee such reasonable indemnity as the Trustee
may require, (d) the Trustee shall have failed to institute an action for 60
days thereafter and (e) no inconsistent direction shall have been given to the
Trustee during such 60-day period by the holders of a majority in aggregate
principal amount of Debt Securities of such series. (Section 507)
 
     The holders of a majority in aggregate principal amount of the Debt
Securities of any series affected and then outstanding will have the right,
subject to certain limitations, to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee with respect to such series of Debt
Securities. (Section 512) The Indenture provides that, in case an Event of
Default shall occur and be continuing, the Trustee, in exercising its rights and
powers under the Indenture, will be required to use the degree of care of a
prudent man in the conduct of his own affairs. (Section 601) The Indenture
further provides that the Trustee shall not be required to expend or risk its
own funds or otherwise incur any financial liability in the performance of any
of its duties under the Indenture unless it has reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or
liability is reasonably assured to it. (Section 601)
 
     The Company must furnish to the Trustee within 120 days after the end of
each fiscal year a statement signed by one of certain officers of the Company to
the effect that a review of the activities of the Company during such year and
of its performance under the Indenture and the terms of the Debt Securities has
been made, and, to the best of the knowledge of the signatories based on such
review, the Company has complied with all conditions and covenants of the
Indenture or, if the Company is in default, specifying such default. (Section
1004)
 
     If any Debt Securities are denominated in a coin or currency other than
that of the United States, then for the purposes of determining whether the
holders of the requisite principal amount of Debt Securities have taken any
action as herein described, the principal amount of such Debt Securities shall
be deemed to be that amount of United States dollars that could be obtained for
such principal amount on the basis of the spot rate of exchange into United
States dollars for the currency in which such Debt Securities are denominated
(as evidenced to the Trustee by an Officers' Certificate) as of the date the
taking of such action by the holders of such requisite principal amount is
evidenced to the Trustee as provided in the Indenture. (Section 104)
 
     If any Debt Securities are Original Issue Discount Securities, then for the
purposes of determining whether the holders of the requisite principal amount of
Debt Securities have taken any action herein described, the principal amount of
such Debt Securities shall be deemed to be the portion of such principal amount
that would be due and payable at the time of the taking of such action upon a
declaration of acceleration of maturity thereof. (Section 101)
 
MODIFICATION OF THE INDENTURE
 
     The Company and the Trustee may, without the consent of the holders of the
Debt Securities, enter into indentures supplemental to the Indenture for, among
others, one or more of the following purposes; (i) to evidence the succession of
another corporation to the Company, and the assumption by such successor of the
Company's obligations under the Indenture and the Debt Securities of any series;
(ii) to add covenants of the Company, or surrender any rights of the Company,
for the benefit of the holders of Debt Securities of any or all series; (iii) to
cure any ambiguity, omission, defect or inconsistency in such Indenture; (iv) to
establish the form or terms of any series of Debt Securities, including any
Subordinated Securities; (v) to evidence and provide for the acceptance of any
successor Trustee with respect to one or more series of Debt Securities or to
facilitate the administration of the trusts thereunder by one or more trustees
in accordance with such Indenture; and (vi) to provide any additional Events of
Default (Section 901).
 
     With certain exceptions, the Indenture or the rights of the holders of the
Debt Securities may be modified by the Company and the Trustee with the consent
of the holders of a majority in aggregate principal amount of
 
                                        9
   11
 
the Debt Securities of each series affected by such modification then
outstanding, but no such modification may be made without the consent of the
holder of each outstanding Debt Security affected thereby which would (i) change
the maturity of any payment of principal of, or any premium on, or any
installment of interest on any Debt Security, or reduce the principal amount
thereof or the interest or any premium thereon, or change the method of
computing the amount of principal thereof or interest thereon on any date or
change any place of payment where, or the coin or currency in which, any Debt
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the maturity
thereof (or, in the case of redemption or repayment, on or after the redemption
date or the repayment date, as the case may be), or (ii) reduce the percentage
in principal amount of the outstanding Debt Securities of any series, the
consent of whose holders is required for any such modification, or the consent
of whose holders is required for any waiver of compliance with certain
provisions of the Indenture or certain defaults thereunder and their
consequences provided for in the Indenture, or (iii) modify any of the
provisions of certain Sections of the Indenture, including the provisions
summarized in this paragraph, except to increase any such percentage or to
provide that certain other provisions of the Indenture cannot be modified or
waived without the consent of the holder of each outstanding Debt Security
affected thereby. (Section 902)
 
DEFEASANCE OF THE INDENTURE AND DEBT SECURITIES
 
     If the terms of any series of Debt Securities so provide, the Company will
be deemed to have paid and discharged the entire indebtedness on all the
outstanding Debt Securities of such series by (a) depositing with the Trustee
(i) as trust funds in trust an amount sufficient to pay and discharge the entire
indebtedness on all Debt Securities of such series for principal, premium and
interest or (ii) as obligations in trust such amount of direct obligations of,
or obligations the principal of and interest on which are fully guaranteed by,
the government which issued the currency in which the Debt Securities are
denominated as will, together with the income to accrue thereon without
consideration of any reinvestment thereof, be sufficient to pay and discharge
the entire indebtedness on all such Debt Securities for principal, premium and
interest and (b) satisfying certain other conditions precedent specified in the
Indenture. (Section 403) In the event of any such defeasance, holders of such
Debt Securities would be able to look only to such trust fund for payment of
principal of, any premium on, and any interest on their Debt Securities.
 
     Such defeasance is likely to be treated as a taxable exchange by holders of
the relevant Debt Securities for an issue consisting of either obligations of
the trust or a direct interest in the cash and securities held in the trust,
with the result that such holders would be required for tax purposes to
recognize gain or loss as if such obligations or the cash or securities
deposited, as the case may be, had actually been received by them in exchange
for their Debt Securities. In addition, if the holders are treated as the owners
of their proportionate share of the cash or securities held in trust, such
holders would then be required to include in their income for tax purposes any
income, gain or loss attributable thereto even though no cash was actually
received. Thus, such holders might be required to recognize income for tax
purposes in different amounts and at different times than would be recognized in
the absence of defeasance. Prospective investors are urged to consult their own
tax advisors as to the specific consequences of defeasance.
 
CONCERNING THE TRUSTEE
 
     Citibank, N.A. conducts normal banking relationships with the Company and
certain of its subsidiaries and, in addition, is a participant in various
financial agreements of the Company. Citibank, N.A. acts as trustee under
certain equipment trust agreements of the Company's railroad subsidiaries and
trustee under various indentures in respect of certain securities of the Company
and its subsidiaries.
 
                                       10
   12
 
                         DESCRIPTION OF PREFERRED STOCK
 
     The following is a description of certain general terms and provisions of
the Preferred Stock. The particular terms of any series of Preferred Stock will
be described in the applicable Prospectus Supplement. If so indicated in a
Prospectus Supplement, the terms of any such series may differ from the terms
set forth below.
 
     The summary of terms of the Company's Preferred Stock contained in this
Prospectus does not purport to be complete and is subject to, and qualified in
its entirety by, the provisions of the Company's Revised Articles of
Incorporation, and the certificate of amendment relating to each series of the
Preferred Stock (the "Certificate of Amendment") which will be filed as an
exhibit to or incorporated by reference in the Registration Statement of which
this Prospectus is a part at or prior to the time of issuance of such series of
the Preferred Stock.
 
     The Company's Revised Articles of Incorporation authorize the issuance of
20,000,000 shares of Preferred Stock, without par value. No shares of Preferred
Stock are currently outstanding, and no shares are reserved for issuance. The
Company's Board of Directors is authorized to issue Preferred Stock in one or
more series from time to time, with such designations, preferences and relative
participating, optional or other special rights and qualifications, limitations
and restrictions thereof, as may be provided in resolutions adopted by the Board
of Directors. All shares of any one series of Preferred Stock shall be identical
in all respects, except that shares of any one series issued at different times
may differ as to the dates from which dividends thereon may be cumulative. All
series shall rank equally and shall provide for other terms as described in the
applicable Prospectus Supplement.
 
     Preferred Stock of a particular series shall have the dividend,
liquidation, redemption, conversion and voting rights set forth below unless
otherwise provided in the Prospectus Supplement relating to such series.
Reference is made to the Prospectus Supplement relating to a particular series
of Preferred Stock for specific terms, including: (i) the distinctive serial
designation and the number of shares constituting such series; (ii) the dividend
rate or rates, the payment date or dates for dividends and the participating or
other special rights, if any, with respect to dividends; (iii) any redemption,
sinking fund or other analogous provisions applicable to such Preferred Stock;
(iv) the amount or amounts payable upon the shares of Preferred Stock in the
event of voluntary or involuntary liquidation, dissolution or winding up of the
Company prior to any payment or distribution of the assets of the Company to the
holders of any class or classes of stock which are junior in rank to the
Preferred Stock; (v) any terms for the conversion into or exchange for shares of
Common Stock, shares of Preferred Stock or Debt Securities and (vi) any other
specific terms of the Preferred Stock not inconsistent with the Company's
Revised Articles of Incorporation and any applicable Certificate of Amendment.
The term "class or classes of stock which are junior in rank to the Preferred
Stock" means the Common Stock and any other class or classes of stock of the
Company hereafter authorized which shall rank junior to the Preferred Stock as
to dividends or upon liquidation.
 
DIVIDENDS
 
     Holders of Preferred Stock shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds of the Company legally available
therefor, cash dividends payable on such dates in March, June, September and
December of each year and at such rates per share per annum as set forth in the
applicable Prospectus Supplement. The Prospectus Supplement will also indicate
the applicable record dates regarding the payment of dividends. The holders of
Preferred Stock shall be entitled to such cash dividends before any dividends on
any class or classes of stock junior in rank to Preferred Stock shall be
declared or paid or set apart for payment. Whenever dividends shall not have
been so paid or declared or set apart for payment upon all shares of each series
of Preferred Stock, such dividends shall be cumulative and shall be paid, or
declared and set apart for payment, before any dividends can be declared or paid
on any class or classes of stock of the Company junior in rank to the Preferred
Stock. Any such accumulations of dividends on Preferred Stock shall not bear
interest. The foregoing shall not apply to dividends payable in shares of any
class or classes of stock junior in rank to the Preferred Stock.
 
                                       11
   13
 
CONVERTIBILITY
 
     No series of Preferred Stock will be convertible into, or exchangeable for,
shares of Common Stock, shares of Preferred Stock or any other class or classes
of stock of the Company or Debt Securities except as set forth in the related
Prospectus Supplement.
 
REDEMPTION AND SINKING FUND
 
     No series of Preferred Stock will be redeemable or receive the benefit of a
sinking, retirement or other analogous fund except as set forth in the related
Prospectus Supplement.
 
LIQUIDATION RIGHTS
 
     Upon any voluntary or involuntary liquidation, dissolution or winding up of
the Company, holders of any series of Preferred Stock will be entitled to
receive payment of or to have set aside for payment the liquidation amount per
share, if any, specified in the related Prospectus Supplement, in each case
together with any applicable accrued and unpaid dividends, before any
distribution to holders Common Stock. A voluntary sale, lease, exchange or
transfer (for cash, shares of stock, securities or other consideration) of all
or substantially all of the Company's property or assets to, or a consolidation
or merger of the Company with, one or more corporations shall not be deemed to
be a liquidation, dissolution or winding up of the Company for purposes of this
paragraph.
 
VOTING RIGHTS
 
     Except as provided below, holders of Preferred Stock shall be entitled to
one vote for each share held and shall vote together with the holders of Common
Stock as one class for the election of directors and upon all other matters
which may be voted upon by stockholders of the Company. Holders of Preferred
Stock shall possess cumulative voting rights in the election of directors. See
"Description of Common Stock -- Voting Rights" for a discussion of such
cumulative voting rights.
 
     If dividends on the Preferred Stock shall be in arrears in an aggregate
amount at least equal to six quarterly dividends, then the holders of all series
of Preferred Stock, voting separately as one class, shall be entitled, at the
next annual meeting of the stockholders of the Company or at a special meeting
held in place thereof, or at a special meeting of the holders of the Preferred
Stock called as provided below, to elect two directors of the Company. While the
holders of Preferred Stock are so entitled to elect two directors of the
Company, they shall not be entitled to participate with the Common Stock in the
election of any other directors. Whenever all arrearages in dividends on the
Preferred Stock shall have been paid and dividends thereon for the current
quarterly period shall have been paid or declared and a sum sufficient for the
payment thereof set aside, then the right of the holders of the Preferred Stock
to elect two directors shall cease, provided that such voting rights shall again
vest in the case of any similar future arrearages in dividends.
 
     At any time after the right to vote for two directors shall have so vested
in the Preferred Stock, the Secretary of the Company may, and upon the written
request of the holders of record of 10% or more of the shares of Preferred Stock
then outstanding, shall, call a special meeting of the holders of the Preferred
Stock for the election of the directors to be elected by them, to be held within
30 days after such call and at the place and upon the notice provided by law and
in the Company's bylaws for the holding of meetings of stockholders. The
Secretary shall not be required to call such meeting in the case of any such
request received less than 90 days before the date fixed for any annual meeting
of stockholders of the Company. If any such special meeting shall not be called
by the Secretary within 30 days after receipt of any such request, then the
holders of record of 10% or more of the shares of Preferred Stock then
outstanding may designate in writing one of their number to call such meeting,
and the person so designated may call such meeting to be held at the place and
upon the notice provided above, and for that purpose shall have access to the
stock ledger of the Company. No such special meeting and no adjournment thereof
shall be held on a date later than 30 days before the annual meeting of the
stockholders of the Company or a special meeting held in place thereof next
succeeding the time when the holders of the Preferred Stock become entitled to
elect directors as provided above.
 
                                       12
   14
 
     If any meeting of the Company's stockholders shall be held while holders of
Preferred Stock are entitled to elect two directors as provided above, and if
the holders of at least a majority of the shares of Preferred Stock then
outstanding shall be present or represented by proxy at such meeting or any
adjournment thereof, then, by vote of the holders of at least a majority of the
shares of Preferred Stock present or so represented at such meeting, the then
authorized number of directors of the Company shall be increased by two and at
such meeting the holders of the Preferred Stock shall be entitled to elect the
additional directors so provided for, but no such additional director so elected
shall hold office beyond the annual meeting of the stockholders or a special
meeting held in place thereof next succeeding the time when the holders of the
Preferred Stock become entitled to elect two directors as provided above.
Whenever the holders of the Preferred Stock shall be divested of special voting
power as provided above, the terms of office of all persons elected as directors
by the holders of the Preferred Stock as a class shall forthwith terminate, and
the authorized number of directors of the Company shall be reduced accordingly.
 
     The affirmative vote or consent of 66-2/3% of all shares of Preferred Stock
outstanding shall be required before the Company may (i) create any other class
or classes of stock prior in rank to the Preferred Stock, either as to dividends
or upon liquidation, or increase the number of authorized shares of such class
of stock, or (ii) amend, alter or repeal any provisions of the Company's Revised
Articles of Incorporation or any resolution adopted by the Board of Directors
providing for the issuance of any series of Preferred Stock so as to adversely
affect the preferences, rights or powers of the Preferred Stock. The affirmative
vote or consent of at least a majority of the shares of Preferred Stock at the
time outstanding shall be required for the Company to (i) increase the
authorized number of shares of Preferred Stock, (ii) create or increase the
authorized number of shares of any other class of stock ranking on a parity with
the Preferred Stock either as to dividends or upon liquidation, or (iii) sell,
lease or convey all or substantially all of the property or business of the
Company, or voluntarily liquidate, dissolve or wind up the Company, or merge or
consolidate the Company with any other corporation unless the resulting or
surviving corporation will have after such merger or consolidation no stock
either authorized or outstanding (except such stock of the corporation as may
have been authorized or outstanding immediately preceding such merger or
consolidation, or such stock of the resulting or surviving corporation as may be
issued in exchange therefor) prior in rank either as to dividends or upon
liquidation to the Preferred Stock or the stock of the resulting or surviving
corporation issued in exchange therefor. No consent of the holders of Preferred
Stock shall be required in connection with any mortgaging or other hypothecation
by the Company of all or any part of its property or business.
 
CERTAIN TRANSACTIONS
 
     The Company's Revised Articles of Incorporation provide that certain
transactions between the Company and a beneficial owner of more than 10% of the
Company's voting stock (which includes Preferred Stock) must either (1) be
approved by a majority of the Company's voting stock other than that held by
such beneficial owner, (2) satisfy certain minimum price and procedural
criteria, or (3) be approved by a majority of the Company's directors who are
not related to such beneficial owner. The transactions covered by these
provisions include mergers, consolidations, sales or dispositions of assets,
adoption of a plan of liquidation or dissolution, or other transactions
increasing the proportionate share of such 10% beneficial owner.
 
MISCELLANEOUS
 
     The Preferred Stock offered hereby has no preemptive rights, is not liable
for further assessments or calls and will be fully paid and nonassessable upon
issuance. Shares of Preferred Stock which have been issued and reacquired in any
manner by the Company shall resume the status of authorized and unissued shares
of Preferred Stock and shall be available for subsequent issuance. There are no
restrictions on repurchase or redemption of the Preferred Stock while there is
any arrearage in dividends or sinking fund installments except as may be set
forth in the related Prospectus Supplement.
 
TRANSFER AGENT AND REGISTRAR
 
     The transfer agent and registrar for each series of Preferred Stock will be
described in the related Prospectus Supplement.
 
                                       13
   15
 
                          DESCRIPTION OF COMMON STOCK
 
     The following summary does not purport to be complete and is subject in all
respects to the applicable provisions of the Revised Business Corporation Law of
the State of Utah and the Company's Revised Articles of Incorporation. The
Company is presently authorized to issue 500,000,000 shares of Common Stock, par
value $2.50 per share. At December 3, 1996, an aggregate of 246,418,200 shares
of Common Stock were outstanding.
 
DIVIDENDS
 
     Subject to the rights of holders of any Preferred Stock which may be
issued, the holders of Common Stock are entitled to receive dividends when, as
and if declared by the Board of Directors out of any funds legally available
therefor. The Company may not pay dividends on Common Stock (other than
dividends payable in Common Stock or any other class or classes of stock junior
in rank to the Preferred Stock as to dividends or upon liquidation) unless all
dividends accrued on outstanding Preferred Stock have been paid or declared and
set apart for payment.
 
VOTING RIGHTS
 
     Holders of Common Stock are entitled to one vote for each share held.
Except as provided in the related Prospectus Supplement, any series of Preferred
Stock will be entitled, with certain exceptions, to vote together with the
holders of Common Stock as one class. See "Description of Preferred
Stock -- Voting Rights."
 
LIQUIDATION RIGHTS
 
     Any Preferred Stock would be senior to the Common Stock as to distributions
upon liquidation, dissolution or winding up of the Company. After distribution
in full of the preferential amounts to be distributed to holders of Preferred
Stock, holders of Common Stock will be entitled to receive all remaining assets
of the Company available for distribution to stockholders in the event of
voluntary or involuntary liquidation.
 
CERTAIN TRANSACTIONS
 
     The Company's Revised Articles of Incorporation provide for certain voting
rights for the holders of the Company's voting stock (including Common Stock) in
the case of certain transactions between the Company and a beneficial owner of
more than 10% of the Company's voting stock. See "Description of Preferred Stock
- -- Certain Transactions."
 
MISCELLANEOUS
 
     The Common Stock is not redeemable, has no preemptive or conversion rights
and is not liable for further assessments or calls. All shares of Common Stock
offered hereby will be fully paid and nonassessable.
 
TRANSFER AGENT AND REGISTRAR
 
     Harris Trust & Savings Bank is the transfer agent and registrar for the
Common Stock. The Common Stock is listed on the New York Stock Exchange.
 
                                       14
   16
 
                       DESCRIPTION OF SECURITIES WARRANTS
 
     The Company may issue Securities Warrants for the purchase of Debt
Securities or Preferred Stock. Securities Warrants may be issued independently
or together with any Debt Securities or shares of Preferred Stock offered by any
Prospectus Supplement and may be attached to or separate from such Debt
Securities or shares of Preferred Stock. The Securities Warrants are to be
issued under Warrant Agreements to be entered into between the Company and
Citibank, N.A., as Warrant Agent, or such other bank or trust company as is
named in the Prospectus Supplement relating to the particular issue of
Securities Warrants (the "Warrant Agent"). The Warrant Agent will act solely as
an agent of the Company in connection with the Securities Warrants and will not
assume any obligation or relationship of agency or trust for or with any holders
of Securities Warrants or beneficial owners of Securities Warrants. The
following summaries of certain provisions of the form of Warrant Agreement and
Securities Warrants do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, all the provisions of the
applicable Warrant Agreement and the Securities Warrants.
 
GENERAL
 
     If Securities Warrants are offered, the Prospectus Supplement will describe
the terms of the Securities Warrants, including the following: (i) the offering
price; (ii) the currency, currencies or currency units for which Securities
Warrants may be purchased; (iii) the designation, aggregate principal amount,
currency, currencies or currency units and terms of the Debt Securities
purchasable upon exercise of the Warrants and the price at which such Debt
Securities may be purchased upon such exercise; (iv) the designation, number of
shares and terms of the series of Preferred Stock purchasable upon exercise of
the Securities Warrants to purchase Preferred Stock and the price at which such
shares of Preferred Stock may be purchased upon such exercise; (v) if
applicable, the designation and terms of the Debt Securities or Preferred Stock
with which the Securities Warrants are issued and the number of Securities
Warrants issued with each such Debt Security or share of Preferred Stock; (vi)
if applicable, the date on and after which the Securities Warrants and the
related Debt Securities or Preferred Stock will be separately transferable;
(vii) the date on which the right to exercise the Securities Warrants shall
commence and the date (the "Expiration Date") on which such right shall expire;
(viii) whether the Securities Warrants will be issued in registered or bearer
form; (ix) a discussion of certain Federal income tax, accounting and other
special considerations, procedures and limitations relating to the Securities
Warrants; and (x) any other terms of the Securities Warrants.
 
     Securities Warrants may be exchanged for new Securities Warrants of
different denominations, may (if in registered form) be presented for
registration of transfer, and may be exercised at the corporate trust office of
the Warrant Agent or any other office indicated in the Prospectus Supplement.
Before the exercise of their Securities Warrants, holders of Securities Warrants
will not have any of the rights of holders of the Debt Securities or shares of
Preferred Stock purchasable upon such exercise, including the right to receive
payments of principal of, any premium on, or any interest on, the Debt
Securities purchasable upon such exercise or to enforce the covenants in the
Indenture or to receive payments of dividends, if any, on the Preferred Stock
purchasable upon such exercise or to exercise any applicable right to vote.
 
EXERCISE OF SECURITIES WARRANTS
 
     Each Securities Warrant will entitle the holder to purchase such principal
amount of Debt Securities or such number of shares of Preferred Stock at such
exercise price as shall in each case be set forth in, or calculable from, the
Prospectus Supplement relating to the Securities Warrant. Securities Warrants
may be exercised at such times as are set forth in the Prospectus Supplement
relating to such Securities Warrants. After the close of business on the
Expiration Date (or such later date to which such Expiration Date may be
extended by the Company), unexercised Securities Warrants will become void.
 
     Subject to any restrictions and additional requirements that may be set
forth in the Prospectus Supplement relating thereto, Securities Warrants may be
exercised by delivery to the Warrant Agent of the certificate evidencing such
Securities Warrants properly completed and duly executed and of payment as
provided in the Prospectus Supplement of the amount required to purchase the
Debt Securities or shares of
 
                                       15
   17
 
Preferred Stock purchasable upon such exercise. The exercise price will be the
price applicable on the date of payment in full, as set forth in the Prospectus
Supplement relating to the Securities Warrants. Upon receipt of such payment and
the certificate representing the Securities Warrants to be exercised properly
completed and duly executed at the corporate trust office of the Warrant Agent
or any other office indicated in the Prospectus Supplement, the Company will, as
soon as practicable, issue and deliver the Debt Securities or shares of
Preferred Stock purchasable upon such exercise. If fewer than all of the
Securities Warrants represented by such certificate are exercised, a new
certificate will be issued for the remaining amount of Securities Warrants.
 
                              PLAN OF DISTRIBUTION
 
     The Company may sell the Offered Securities offered hereby (i) through
underwriters or dealers; (ii) through agents; (iii) directly to purchasers; or
(iv) through a combination of any such methods of sale. Any such underwriter,
dealer or agent may be deemed to be an underwriter within the meaning of the
Securities Act. The Prospectus Supplement relating to the Offered Securities
will set forth their offering terms, including the name or names of any
underwriters, dealers or agents, the purchase price of the Offered Securities
and the proceeds to the Company from such sale, any underwriting discounts,
commissions and other items constituting compensation to underwriters, dealers
or agents, any initial public offering price, any discounts or concessions
allowed or reallowed or paid by underwriters or dealers to other dealers, and
any securities exchanges on which the Offered Securities may be listed.
 
     If underwriters or dealers are used in the sale, the Offered Securities
will be acquired by the underwriters or dealers for their own account and may be
resold from time to time in one or more transactions, at a fixed price or
prices, which may be changed, or at market prices prevailing at the time of
sale, or at prices related to such prevailing market prices, or at negotiated
prices. The Offered Securities may be offered to the public either through
underwriting syndicates represented by one or more managing underwriters or
directly by one or more of such firms. Unless otherwise set forth in the
Prospectus Supplement, the obligations of underwriters or dealers to purchase
the Offered Securities will be subject to certain conditions precedent and the
underwriters or dealers will be obligated to purchase all the Offered Securities
if any are purchased. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid by underwriters or dealers to other
dealers may be changed from time to time.
 
     Offered Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer or
sale of the Offered Securities in respect of which this Prospectus is delivered
will be named, and any commissions payable by the Company to such agent will be
set forth, in the Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a best efforts basis for
the period of its appointment.
 
     If so indicated in the Prospectus Supplement, the Company will authorize
underwriters, dealers or agents to solicit offers by certain specified
institutions to purchase Offered Securities from the Company at the public
offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject to any conditions set forth in the
Prospectus Supplement and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts. The underwriters and
other persons soliciting such contracts will have no responsibility for the
validity or performance of any such contracts.
 
     Underwriters, dealers and agents may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
by the Company to payments they may be required to make in respect thereof. The
terms and conditions of such indemnification will be described in an applicable
Prospectus Supplement. Underwriters, dealers and agents may be customers of,
engage in transactions with, or perform services for the Company in the ordinary
course of business.
 
     Each series of Offered Securities other than Common Stock will be a new
issue of securities with no established trading market. Any underwriters to whom
Offered Securities are sold by the Company for public offering and sale may make
a market in such Offered Securities, but such underwriters will not be obligated
to do so and may discontinue any market making at any time without notice. No
assurance can be given as to the liquidity of the trading market for any Offered
Securities.
 
                                       16
   18
 
                                 LEGAL OPINIONS
 
     The validity of the Offered Securities will be passed upon for the Company
by Richard J. Ressler, Esquire, Assistant General Counsel of the Company, and
for the underwriters, dealers or agents, if any, by Cravath, Swaine & Moore,
Worldwide Plaza, 825 Eighth Avenue, New York, N.Y. 10019, unless otherwise
specified in the Prospectus Supplement. Mr. Ressler owns 16,573 shares of Common
Stock, including retention shares granted under the Company's 1993 Stock Option
and Retention Stock Plan, and holds options to purchase 95,618 additional shares
of the Common Stock. Cravath, Swaine & Moore has provided legal services from
time to time to the Company and its affiliates.
 
                                    EXPERTS
 
     The consolidated financial statements of the Company and its subsidiaries
as of December 31, 1995 and 1994 and for each of the years in the three-year
period ended December 31, 1995, incorporated in this Prospectus by reference
from Company's Annual Report on Form 10-K for the year ended December 31, 1995,
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
 
                                       17
   19
 
- ------------------------------------------------------
- ------------------------------------------------------
 
  NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE SUCH DATE.
 
                             ---------------------
 
                               TABLE OF CONTENTS

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

- ------------------------------------------------------
- ------------------------------------------------------
 
- ------------------------------------------------------
- ------------------------------------------------------
                                      LOGO
             ------------------------------------------------------
                                Debt Securities
                                Preferred Stock
                                  Common Stock
                              Securities Warrants
             ------------------------------------------------------
                            ------------------------
                                   PROSPECTUS
                            ------------------------
- ------------------------------------------------------
- ------------------------------------------------------
   20
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*

                                                                               
Securities and Exchange Commission Registration Fee...........................    $303,030.30
Trustee's Fees and Expenses...................................................      25,000.00
Printing Expenses.............................................................      60,000.00
Rating Agencies' Fees.........................................................     100,000.00
Accountants' Fees and Expenses................................................      50,000.00
Blue Sky Fees and Expenses....................................................       5,000.00
                                                                                  -----------
     Total....................................................................    $543,030.30
                                                                                  ==========

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

        
   1       -- Form of Underwriting Agreement.
   3.1     -- Revised Articles of Incorporation of Union Pacific Corporation, as amended
              through April 25, 1996, incorporated by reference to Exhibit 3 to the Company's
              Quarterly Report on Form 10-Q for the quarter ended March 31, 1996.
  *3.2     -- Form of Certificate of Amendment for Preferred Stock.
   3.3     -- By-laws of Union Pacific Corporation, as amended effective as of September 26,
              1996, incorporated by reference to Exhibit 3 to the Company's Quarterly Report
              on Form 10-Q for the quarterly period ended September 30, 1996.
   4.1     -- Indenture, dated as of December 20, 1996, between Union Pacific Corporation and
              Citibank, N.A., Trustee.
  *4.2     -- Form of Warrant Agreement.
   4.3     -- Form of Debt Security, incorporated by reference to Exhibit 4.3 to the Company's
              Registration Statement on Form S-3 (File No. 33-59323), dated June 23, 1995.

                                      II-1
   21

        
   5       -- Opinion and consent of Richard J. Ressler, Esquire, counsel for the Company.
  12       -- Computation of Ratio of Earnings to Fixed Charges, incorporated by reference to
              Exhibit 12 to the Company's Annual Report on Form 10-K for the fiscal year ended
              December 31, 1995 and Exhibit 12 to the Company's Quarterly Report on Form 10-Q
              for the quarterly period ended September 30, 1996.
  23       -- Consent of Deloitte & Touche LLP.
  24       -- Powers of Attorney.
  25       -- Statement on Form T-1 of the eligibility of Citibank, N.A. under the Indenture.

- ---------------
* To be filed by amendment or incorporated herein by reference.
 
ITEM 17. UNDERTAKINGS
 
     The Company hereby undertakes:
 
          (1) To file, during any period in which offers or sales are being made
     of the securities registered hereby, a post-effective amendment to this
     Registration Statement (i) to include any prospectus required by Section
     10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus
     any facts or events arising after the effective date of this Registration
     Statement (or the most recent post-effective amendment thereof) which,
     individually or in the aggregate, represent a fundamental change in the
     information set forth in the Registration Statement (notwithstanding the
     foregoing, any increase or decrease in volume of the securities offered (if
     the total dollar value of securities offered would not exceed that which
     was registered) and any deviation from the low or high end of the estimated
     maximum offering range may be reflected in the form of prospectus filed
     with the Commission pursuant to Rule 424(b) promulgated under the
     Securities Exchange Act of 1934 if, in the aggregate, the changes in volume
     and price represent no more than a 20% change in the maximum aggregate
     offering price set forth in the "Calculation of Registration Fee" table in
     the effective Registration Statement); and (iii) to include any material
     information with respect to the plan of distribution not previously
     disclosed in the Registration Statement or any material change to such
     information in the Registration Statement; provided, however, that the
     undertakings set forth in clauses (i) and (ii) above do not apply if the
     information required to be included in a post-effective amendment by those
     clauses is contained in periodic reports filed by the Company pursuant to
     Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in this Registration Statement;
 
          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof;
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering; and
 
          (4) That, for the purposes of determining any liability under the
     Securities Act of 1933, each filing of the Company's annual report pursuant
     to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
     incorporated by reference in this Registration Statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.
 
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described under Item 15 above or otherwise,
the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted against
the Company by such director, officer
 
                                      II-2
   22
 
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
 
                                      II-3
   23
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, Union Pacific
Corporation certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Bethlehem, Commonwealth of Pennsylvania, on this
20th day of December, 1996.
 
                                          UNION PACIFIC CORPORATION
 
                                          By:            /s/  L. WHITE MATTHEWS,
                                              III
 
                                            ------------------------------------
                                                  (L. White Matthews, III
                                            Executive Vice President --Finance)
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed below on this 20th day of
December, 1996, by the following persons in the capacities indicated.

                  SIGNATURE                                         TITLE
- ---------------------------------------------   ----------------------------------------------
                                             
                     /s/  DREW LEWIS            Chairman of the Board, Chief Executive Officer
- ---------------------------------------------     and Director (Principal Executive Officer)
                (Drew Lewis)
             /s/  RICHARD K. DAVIDSON           President, Chief Operating Officer and
- ---------------------------------------------     Director (Principal Executive Officer)
            (Richard K. Davidson)
           /s/  L. WHITE MATTHEWS, III          Executive Vice President --Finance and
- ---------------------------------------------     Director (Principal Financial Officer)
          (L. White Matthews, III)
          /s/  JOSEPH E. O'CONNOR, JR.          Vice President and Controller (Principal
- ---------------------------------------------     Accounting Officer)
          (Joseph E. O'Connor, Jr.)
                          *                     Director
- ---------------------------------------------
            (Philip F. Anschutz)
                          *                     Director
- ---------------------------------------------
             (Robert P. Bauman)
                          *                     Director
- ---------------------------------------------
             (Richard B. Cheney)
                          *                     Director
- ---------------------------------------------
             (E. Virgil Conway)
                          *                     Director
- ---------------------------------------------
             (Spencer F. Eccles)
                          *                     Director
- ---------------------------------------------
          (Elbridge T. Gerry, Jr.)
                          *                     Director
- ---------------------------------------------
           (William H. Gray, III)
                          *                     Director
- ---------------------------------------------
           (Judith Richards Hope)
                          *                     Director
- ---------------------------------------------
            (Richard J. Mahoney)

                                      II-4
   24

                  SIGNATURE                                         TITLE
- ---------------------------------------------                       ------
                                             
                          *                     Director
- ---------------------------------------------
              (Jack L. Messman)
                          *                     Director
- ---------------------------------------------
               (John R. Meyer)
                          *                     Director
- ---------------------------------------------
          (Thomas A. Reynolds, Jr.)
                          *                     Director
- ---------------------------------------------
          (James D. Robinson, III)
                          *                     Director
- ---------------------------------------------
              (Robert W. Roth)
                          *                     Director
- ---------------------------------------------
            (Richard D. Simmons)
       *By:   /s/  THOMAS E. WHITAKER
              (Thomas E. Whitaker
     As Attorney-in-Fact)

                                      II-5
   25
 
                                 EXHIBIT INDEX

EXHIBIT
NUMBER
- -------
                                                                                     
   1      -- Form of Underwriting Agreement
   3.1    -- Revised Articles of Incorporation of Union Pacific Corporation, as amended
          through April 25, 1996, incorporated by reference to Exhibit 3 to the
             Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
             1996
  *3.2    -- Form of Certificate of Amendment for Preferred Stock
   3.3    -- By-laws of Union Pacific Corporation, as amended effective as of September
          26, 1996, incorporated by reference to Exhibit 3 to the Company's Quarterly
             Report on Form 10-Q for the quarterly period ended September 30, 1996
   4.1    -- Indenture, dated as of December 20, 1996, between Union Pacific
          Corporation and Citibank, N.A., Trustee.
  *4.2    -- Form of Warrant Agreement
   4.3    -- Form of Debt Security, incorporated by reference to Exhibit 4.3 to the
          Company's Registration Statement on Form S-3 (File No. 33-59323), dated June
             23, 1995
   5      -- Opinion and consent of Richard J. Ressler, Esquire, counsel for the
             Company
  12      -- Computation of Ratio of Earnings to Fixed Charges, incorporated by
          reference to Exhibit 12 to the Company's Annual Report on Form 10-K for the
             fiscal year ended December 31, 1995 and Exhibit 12 to the Company's
             Quarterly Report on Form 10-Q for the quarterly period ended September 30,
             1996
  23      -- Consent of Deloitte & Touche LLP
  24      -- Powers of Attorney
  25      -- Statement on Form T-1 of the eligibility of Citibank, N.A. under the
             Indenture

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

                            UNION PACIFIC CORPORATION

                                 Debt Securities

                             UNDERWRITING AGREEMENT

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

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

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

                  (a) A registration statement, including a prospectus, relating
         to the Registered Securities has been filed with the Securities and
         Exchange Commission ("Commission") on December 20, 1996 and has become

   2
                                                                               2

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

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

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

   3
                                                                               3

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

                  If the Terms Agreement provides for sales of Securities
pursuant to delayed delivery contracts, the Company authorizes the Underwriters
to solicit offers to purchase Securities pursuant to delayed delivery contracts
substantially in the form of Annex II attached hereto ("Delayed Delivery
Contracts") with such changes therein as the Company may authorize or approve.
Delayed Delivery Contracts are to be with institutional investors, including
commercial and savings banks, insurance companies, pension funds, investment
companies and educational and charitable institutions. On the Closing Date the
Company will pay, as compensation, to the Representatives for the accounts of
the Underwriters, the fee set forth in such Terms Agreement in respect of the
principal amount of Securities to be sold pursuant to Delayed Delivery Contracts
("Contract Securities"). The Underwriters will not have any responsibility in
respect of the validity or the performance of Delayed Delivery Contracts. If the
Company executes and delivers Delayed Delivery Contracts, the Contract
Securities will be deducted from the Securities to be purchased by the several
Underwriters and the aggregate principal amount of Securi-
   4
                                                                               4

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

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

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

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

   5
                                                                               5

         which will effect such compliance.

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

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

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

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

                  (g) The Company will pay all expenses incident to the
         performance of its obligations under this Agreement and will reimburse
         the Underwriters for any expenses (including fees and disbursements of
         counsel) incurred by them in connection with qualification of the
         Registered Securities for sale and determination of their eligibility
         for investment under the laws of such
   6
                                                                               6

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

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

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

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

                  (b) Subsequent to the execution of the Terms Agreement, there
         shall not have occurred (i) any change, or any development involving a
         prospective change, in or affecting particularly the business or
         properties of the Company or its subsidiaries which, in the judgment of
         a majority in interest of the Underwriters, including any
         Representatives, materially impairs the investment quality of the
         Securities; (ii) any downgrading in the rating of the Company's debt
         securities by Moody's Investors Service, Inc., or Standard & Poor's
         Corporation; (iii) any suspension or limitation of trading in
         securities generally on the
   7

                                                                              7

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

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

                      (i) the Company has been duly incorporated and is an
                   existing corporation in good standing under the laws of the
                   State of Utah, with corporate power and authority to own its
                   properties and conduct its business as described in the
                   Prospectus; and the Company is duly qualified to do business
                   as a foreign corporation in good standing in all other
                   jurisdictions in which it is required to be so qualified,
                   except where the failure to be so qualified would not involve
                   a material risk to the business, operations, or financial
                   condition or results of the Company, taken as a whole;

                      (ii) the Indenture has been duly authorized, executed and
                   delivered by the Company and has been duly qualified under
                   the Trust Indenture Act; the Securities have been duly
                   authorized; the Securities other than any Contract Securities
                   have been duly executed, authenticated, issued and delivered;
                   the Indenture and the Securities other than any Contract
                   Securities constitute, and any Contract Securities, when
                   executed, authenticated, issued and delivered in the manner
                   provided in the

   8
                                                                               8

                   Indenture and sold pursuant to Delayed Delivery Contracts,
                   will constitute, valid and legally binding obligations of the
                   Company, enforceable in accordance with their terms, subject,
                   as to enforcement, to bankruptcy, insolvency, reorganization
                   and other laws of general applicability relating to or
                   affecting creditors' rights and to general equitable
                   principles; and the Securities other than any Contract
                   Securities conform, and any Contract Securities, when so
                   issued and delivered and sold, will conform, to the
                   description thereof contained in the Prospectus;

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

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

                      (v) the Registration Statement has become

   9
                                                                               9

                   effective under the Act, and, to the best of the knowledge
                   of such counsel, no stop order suspending the effectiveness
                   of the Registration Statement or of any part thereof has been
                   issued and no proceedings for that purpose have been
                   instituted or are pending or contemplated under the Act;

                      (vi) based on the information gained in the course, in
                   such counsel's role as General Counsel or Assistant General
                   Counsel, of such counsel's participation in certain meetings
                   and making of certain inquiries and investigations in
                   connection with the preparation of the Registration Statement
                   and Prospectus, the Registration Statement relating to the
                   Registered Securities and each post-effective amendment
                   thereto, as of their respective effective dates, the
                   Registration Statement and the Prospectus, as of the date the
                   Prospectus was filed with the Commission and as of the
                   Closing Date, and any amendment or supplement thereto, as of
                   its date, appeared on their face to be appropriately
                   responsive in all material respects to the requirements of
                   the Act, the Trust Indenture Act and the Rules and
                   Regulations; nothing has come to such counsel's attention in
                   the course of performing such activities that caused such
                   counsel to believe that the Registration Statement, as of its
                   effective date, the Registration Statement or the Prospectus,
                   as of the date the Prospectus was filed with the Commission
                   and as of the Closing Date, or any such amendment or
                   supplement, as of its date, contain or contained any untrue
                   statement of a material fact or omitted to state any material
                   fact required to be stated therein or necessary to make the
                   statements therein not misleading, provided, however, that
                   such counsel may state that in rendering the foregoing
                   opinions in this clause (vi), such counsel does not assume
                   responsibility for the accuracy or completeness of statements
                   made in the Registration Statement and Prospectus; the
                   descriptions in the Registration Statement and the Prospectus
                   of statutes, legal and governmental proceedings and contracts
                   and other documents fairly present the information

   10
                                                                              10

                   required to be shown; and such counsel does not know of
                   any legal or governmental proceedings required to be
                   described in the Prospectus which are not described as
                   required or of any contracts or documents of a character
                   required to be described in the Registration Statement or
                   Prospectus or to be filed as exhibits to the Registration
                   Statement which are not described and filed as required; it
                   being understood that such counsel need express no opinion as
                   to the financial statements or other financial data contained
                   in the Registration Statement or the Prospectus; and

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

In rendering such opinion, such Senior Vice President and General Counsel,
Assistant General Counsel or other counsel may rely as to the incorporation of
the Company, the authorization, execution and delivery of the Terms Agreement
and all other matters governed by Utah law upon the opinion of Steven A.
Goodsell, Esq., or other Utah counsel satisfactory to the Representatives, a
copy of which shall be delivered concurrently with the opinion of such General
Counsel, Assistant General Counsel or other counsel.

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

   11
                                                                              11

         Utah law upon the opinion of Steven A. Goodsell, Esq., or such other
         counsel as referred to above.

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

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

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

                      (ii) on the basis of a reading of the latest available
                   interim financial statements of the Company, inquiries of
                   officials of the Company who

   12
                                                                              12

                   have responsibility for financial and accounting matters
                   and other specified procedures, nothing came to their
                   attention that caused them to believe that:

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

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

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

                                    (D) for the period from the date of the
                           latest income statement included in the Prospectus to
                           the closing date of the latest available income
                           statement read by such accountants there were any
                           decreases, as compared with the corresponding period
                           of the

   13
                                                                              13

                           previous year, in consolidated net sales, operating
                           income, income before extraordinary items or net
                           income;

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

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

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

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

   14
                                                                              14

based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such loss, claim, damage, liability or action as such expenses are
incurred; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement in or omission
or alleged omission from any of such documents in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
through the Representatives, if any, specifically for use therein.

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

         (c) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the commencement
thereof; but the omission so to

   15
                                                                              15

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

         (d) If the indemnification provided for in this Section is unavailable
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a) or (b) above (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters on the other from the offering of the Securities
or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and the Underwriters on the other in connection with
the statements or omissions which resulted in such losses, claims, damages or
liabilities as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and the Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by the Underwriters.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or

   16
                                                                              16

alleged omission to state a material fact relates to information supplied by the
Company or the Underwriters and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such untrue statement or
omission. The amount paid by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in the first sentence of this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any action or claim which is the subject of this subsection (d). Notwithstanding
the provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the Securities underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such Underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations and not joint.

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

         7. Default of Underwriters. If any Underwriter or Underwriters default
in their obligations to purchase Securities under the Terms Agreement and the
aggregate principal amount of the Securities that such defaulting Underwriter or
Underwriters agreed but failed to purchase does not exceed 10% of the total
principal amount of the
   17
                                                                              17

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

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

         8. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Company or its officers and of the several Underwriters set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation, or statement as to the results thereof, made by or on behalf
of any Underwriter, the Company or any of their respective representatives,
officers or directors or any controlling person, and will survive delivery of
and payment for the Securities. If the Terms Agreement is terminated pursuant to
Section 7 or if for any reason the purchase of the
   18
                                                                              18

Securities by the Underwriters under the Terms Agreement is not consummated, the
Company shall remain responsible for the expenses to be paid or reimbursed by it
pursuant to Section 4 and the respective obligations of the Company and the
Underwriters pursuant to Section 6 shall remain in effect. If the purchase of
the Securities by the Underwriters is not consummated for any reason other than
because of the termination of the Terms Agreement pursuant to Section 7 or the
occurrence of any event specified in Section 5(b), the Company will reimburse
the Underwriters for all out-of-pocket expenses (including fees and
disbursements of counsel) reasonably incurred by them in connection with the
offering of the Securities.

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

         10. Successors. This Agreement will inure to the benefit of and be
binding upon the Company and such Underwriters as are identified in the Terms
Agreement and their respective successors and the officers and directors and
controlling persons referred to in Section 6, and no other person will have any
right or obligation hereunder.

         11. Applicable Law. This Agreement and the Terms Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York.
   19
                                                                         ANNEX I

                            UNION PACIFIC CORPORATION
                                   ("Company")

                                 Debt Securities

                                 TERMS AGREEMENT

                                                                    _____, 199_

Union Pacific Corporation
Eighth and Eaton Avenues
Bethlehem, Pennsylvania 18018

Attention:

Dear Sirs:

                  [On behalf of the several Underwriters named in Schedule A
hereto and for their respective accounts, we--We] offer to purchase, on and
subject to the terms and conditions of the Underwriting Agreement filed as an
exhibit to the Company's registration statement on Form S-3 (No. 333- ) (the
"Underwriting Agreement"), the following securities (the "Securities") on the
following terms:

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

                  PRINCIPAL AMOUNT:  $

INTEREST: [ ]% per annum, from__________, 19__, payable semiannually
on___________and commencing___________, 19__, to holders of record on the
preceding or ___, as the case may be.

                  MATURITY:

                  OPTIONAL REDEMPTION:

                  SINKING FUND:

   20
                                                                               2

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

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

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

                  CLOSING:_______a.m. on___________, 19__, at the
offices of [Cravath, Swaine & Moore, Worldwide Plaza,
825 Eighth Avenue, New York, NY 10019], in same day funds.

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

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

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

                  The provisions of the Underwriting Agreement are incorporated

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

                  The Securities will be made available for checking at the
offices of [Cravath, Swaine & Moore] at least 24 hours prior to the Closing
Date.

   21
                                                                               3

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

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

                                       Very truly yours,

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

                                       [By [lead manager]]

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

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

   22
                                                                               4

to United States tax matters in the Prospectus and an opinion of foreign counsel
for the Company regarding such matters as foreign consents, approvals,
authorizations, licenses, waivers, withholding taxes, transfer or stamp taxes
and any information as to foreign laws in the Prospectus.

   23
                                                                               5

                                   SCHEDULE A

Underwriter                                        Principal Amount
- -----------                                        ----------------
                                                 
                                                    $

                                                    ---------------
Total..........................................     $

   24
                                                                               6

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

         We accept the offer contained in your [letter] [wire], dated,      19 ,
relating to $ million principal amount of our [insert title of Securities]. We
also confirm that, to the best of our knowledge after reasonable investigation,
the representations and warranties of the undersigned in the Underwriting
Agreement filed as an exhibit to the undersigned's registration statement on
Form S-3 (No. 333- ) (the "Underwriting Agreement") are true and correct, no
stop order suspending the effectiveness of the Registration Statement (as
defined in the Underwriting Agreement) or of any part thereof has been issued
and no proceedings for that purpose have been instituted or, to the knowledge of
the undersigned, are contemplated by the Securities and Exchange Commission and,
subsequent to the respective dates of the most recent financial statements in
the Prospectus (as defined in the Underwriting Agreement), there has been no
material adverse change in the financial position or results of operations of
the undersigned and its subsidiaries except as set forth in or contemplated by
the Prospectus.

                                       Very truly yours,

                                       UNION PACIFIC CORPORATION

                                       by
                                         ---------------------------------
                                         Name:
                                         Title:

   25
                                                                        ANNEX II

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

                            DELAYED DELIVERY CONTRACT

                                                                          [date]

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

Gentlemen:

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

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

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

- --------
(1) Insert date which is third full business day prior to Closing Date under the
Terms Agreement.
   26
                                                                               2

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

                  The undersigned will purchase from the Company as of the date
hereof, for delivery on the dates set forth below, Securities in the principal
amounts set forth below:

        Delivery Date                                   Principal Amount
        -------------                                   ----------------

    _______________________                               _____________

    _______________________                               _____________

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

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

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

   27
                                                                               3

that its investment in the Securities is not, as of the date hereof, prohibited
under the laws of any jurisdiction to which the undersigned is subject and which
governs such investment.

                  Promptly after completion of the sale to the Underwriters the
Company will mail or deliver to the undersigned at its address set forth below
notice to such effect, accompanied by a copy of the opinion of counsel for the
Company delivered to the Underwriters in connection therewith.

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

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

                                       Yours very truly,

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

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

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

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

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

   28
                                                                               4

Accepted, as of the above date.

UNION PACIFIC CORPORATION

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

   1
                                                                  EXHIBIT 4.1

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

                            UNION PACIFIC CORPORATION

                                       and

                                 CITIBANK, N.A.,
                                     Trustee

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

                                    INDENTURE

                          Dated as of December 20, 1996

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

                 Providing for Issuance of Securities in Series

- --------------------------------------------------------------------------------
   2
                                TABLE OF CONTENTS

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

                                   ARTICLE ONE

                Definitions and Other Provisions of General Application

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

   3

                                                                                           PAGE
                                                                                           ----

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

Section 102.    Compliance Certificates and
                  Opinions..........................................................         10
Section 103.    Form of Documents Delivered to
                  Trustee...........................................................         10
Section 104.    Acts of Securityholders.............................................         11
Section 105.    Notices, etc., to Trustee and
                  Company...........................................................         13
Section 106.    Notices to Securityholders;
                  Waiver............................................................         13
Section 107.    Conflict with Trust
                  Indenture Act.....................................................         14
Section 108.    Effect of Headings and Table of
                  Contents..........................................................         14
Section 109.    Successors and Assigns..............................................         14
Section 110.    Separability Clause.................................................         14
Section 111.    Benefits of Indenture...............................................         15
Section 112.    Governing Law.......................................................         15
Section 113.    Counterparts........................................................         15
Section 114.    Judgment Currency...................................................         15

                                   ARTICLE TWO

                                 Security Forms

Section 201.    Forms Generally.....................................................         16
Section 202.    Forms of Securities.................................................         16
Section 203.    Form of Trustee's Certificate of
                  Authentication....................................................         17
Section 204.    Securities Issuable in the Form of a
                  Global Security...................................................         17

                                       ii

   4

                                                                                           PAGE
                                                                                           ----
                                                                                       
                                  ARTICLE THREE

                                 The Securities

Section 301.    General Title; General Limitations;
                  Issuable in Series; Terms of
                  Particular Series.................................................         20
Section 302.    Denominations.......................................................         23
Section 303.    Execution, Authentication and
                  Delivery and Dating...............................................         23
Section 304.    Temporary Securities................................................         25
Section 305.    Registration, Transfer and
                  Exchange..........................................................         26
Section 306.    Mutilated, Destroyed, Lost and
                  Stolen Securities.................................................         28
Section 307.    Payment of Interest; Interest
                  Rights Preserved..................................................         29
Section 308.    Persons Deemed Owners...............................................         30
Section 309.    Cancellation........................................................         31
Section 310.    Computation of Interest.............................................         31
Section 311.    Medium-Term Securities..............................................         31

                                  ARTICLE FOUR

                           Satisfaction and Discharge

Section 401.    Satisfaction and Discharge of
                  Indenture.........................................................         32
Section 402.    Application of Trust Money..........................................         33
Section 403.    Satisfaction, Discharge and
                  Defeasance of Securities of
                  any Series........................................................         34

                                  ARTICLE FIVE

                                    Remedies

Section 501.    Events of Default...................................................         36
Section 502.    Acceleration of Maturity;
                  Rescission and Annulment..........................................         38
Section 503.    Collection of Indebtedness and
                  Suits for Enforcement by
                   Trustee..........................................................         40
Section 504.    Trustee May File Proofs of Claim....................................         41
Section 505.    Trustee May Enforce Claims Without
                  Possession of Securities..........................................         42

                                       iii

   5

                                                                                             PAGE
                                                                                             ----

Section 506.      Application of Money Collected......................................         42
Section 507.      Limitation on Suits.................................................         43
Section 508.      Unconditional Right of Security-
                    holders to Receive Principal,
                    Premium and Interest..............................................         43
Section 509.      Restoration of Rights and
                    Remedies..........................................................         44
Section 510.      Rights and Remedies Cumulative......................................         44
Section 511.      Delay or Omission not Waiver........................................         44
Section 512.      Control by Securityholders..........................................         44
Section 513.      Waiver of Past Defaults.............................................         45
Section 514.      Undertaking for Costs...............................................         45
Section 515.      Waiver of Stay or Extension Laws....................................         46

                                   ARTICLE SIX

                                   The Trustee

Section 601.      Certain Duties and Responsibilities.................................         46
Section 602.      Notice of Defaults..................................................         48
Section 603.      Certain Rights of Trustee...........................................         48
Section 604.      Not Responsible for Recitals or
                    Issuance of Securities............................................         49
Section 605.      May Hold Securities.................................................         50
Section 606.      Money Held in Trust.................................................         50
Section 607.      Compensation and Reimbursement......................................         50
Section 608.      Disqualification; Conflicting
                    Interests.........................................................         51
Section 609.      Corporate Trustee Required;
                    Eligibility.......................................................         52
Section 610.      Resignation and Removal; Appointment
                    of Successor......................................................         52
Section 611.      Acceptance of Appointment by
                    Successor.........................................................         54
Section 612.      Merger, Conversion, Consolidation or
                    Succession to Business............................................         55
Section 613.      Preferential Collection of Claims
                    Against Company...................................................         55
Section 614.      Appointment of Authenticating Agent.................................         60

                                  ARTICLE SEVEN

            Securityholders' Lists and Reports by Trustee and Company

Section 701.      Company to Furnish Trustee Names
                    and Addresses of Security-

                                       iv

   6

                                                                                           PAGE
                                                                                           ----
                                                                                       
                  holders...........................................................         63
Section 702.    Preservation of Information;
                  Communications to
                  Securityholders...................................................         63
Section 703.    Reports by Trustee..................................................         65
Section 704.    Reports by Company..................................................         67

                                  ARTICLE EIGHT

                  Consolidation, Merger, Conveyance or Transfer

Section 801.    Company May Consolidate, etc., only
                  on Certain Terms..................................................         67
Section 802.    Successor Corporation
                  Substituted.......................................................         68

                                  ARTICLE NINE

                             Supplemental Indentures

Section 901.    Supplemental Indentures Without
                  Consent of Securityholders........................................         69
Section 902.    Supplemental Indentures with
                  Consent of Securityholders........................................         70
Section 903.    Execution of Supplemental
                  Indentures........................................................         72
Section 904.    Effect of Supplemental Indentures...................................         72
Section 905.    Conformity with Trust Indenture
                  Act...............................................................         72
Section 906.    Reference in Securities to
                  Supplemental Indentures...........................................         72

                                   ARTICLE TEN

                                    Covenants

Section 1001.   Payment of Principal, Premium and
                  Interest..........................................................         72
Section 1002.   Maintenance of Office or Agency.....................................         72
Section 1003.   Money for Security Payments to Be
                  Held in Trust.....................................................         73
Section 1004.   Statement as to Compliance..........................................         75
Section 1005.   Corporate Existence.................................................         75
Section 1006.   Limitation on Liens.................................................         75
Section 1007.   Waiver of Certain Covenants.........................................         76

                                        v

   7

                                                                                           PAGE
                                                                                           ----

                                                                                       
                                 ARTICLE ELEVEN

                            Redemption of Securities

Section 1101.   Applicability of Article............................................         76
Section 1102.   Election to Redeem; Notice
                  to Trustee........................................................         76
Section 1103.   Selection by Trustee of Securities
                  to Be Redeemed....................................................         77
Section 1104.   Notice of Redemption................................................         78
Section 1105.   Deposit of Redemption Price.........................................         78
Section 1106.   Securities Payable on
                  Redemption Date...................................................         79
Section 1107.   Securities Redeemed in Part.........................................         79
Section 1108.   Provisions with Respect to any
                  Sinking Funds.....................................................         79

                                       vi

   8
                                    THIS INDENTURE between UNION PACIFIC
                           CORPORATION, a Utah corporation (hereinafter called
                           the "Company") having its principal office at Eighth
                           and Eaton Avenues, Bethlehem, Pennsylvania 18018, and
                           CITIBANK, N.A., a national banking association
                           incorporated and existing under the laws of the
                           United States of America, trustee (hereinafter called
                           the "Trustee"), is made and entered into as of this
                           20th day of December, 1996.

                                          Recitals of the Company

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

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

                                         Agreements of the Parties

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

                                   ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

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

   9
                                                                               2

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

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

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

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

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

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

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

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

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether
   10
                                                                               3

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

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

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

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

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

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

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

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

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

   11
                                                                               4

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

                  "Debt" means indebtedness for money borrowed.

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

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

                  "Domestic Subsidiary" means a Subsidiary which is incorporated
or conducting its principal operations within the United States of America or
any State thereof.

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

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

   12
                                                                               5

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

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

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

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

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

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

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

   13
                                                                               6

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

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

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

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

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

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

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

   14
                                                                               7

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

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

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

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

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

                  "Predecessor Securities" of any particular Security means 
every previous Security evidencing all or a

   15
                                                                               8

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

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

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

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

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

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

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

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

   16
                                                                               9

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

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

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

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

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

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

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

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

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

                  "Voting Stock", as applied to the stock of any corporation,
means stock of any class or classes (however

   17
                                                                              10

designated) having by the terms thereof ordinary voting power to elect a
majority of the members of the board of directors (or other governing body) of
such corporation other than stock having such power only by reason of the
happening of a contingency.

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

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for the written
statement required by Section 1004) shall include

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

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

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

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

                  Section 103. Form of Documents Delivered to Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified

   18
                                                                              11

Person, it is not necessary that all such matters be certified by, or covered by
the opinion of, only one such Person, or that they be so certified or covered by
only one document, but one such Person may certify or give an opinion with
respect to some matters and one or more other such Persons as to the other
matters, and any such Person may certify or give an opinion as to such matters
in one or several documents.

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

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

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

   19
                                                                              12

deemed to be that amount of United States dollars that could be obtained for
such principal amount on the basis of the spot rate of exchange into United
States dollars for the currency in which such Securities are denominated (as
evidenced to the Trustee by an Officers' Certificate) as of the date the taking
of such action by the Holders of such requisite principal amount is evidenced to
the Trustee as provided in the immediately preceding sentence. Such instrument
or instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the "Act" of the Securityholders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

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

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

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

   20
                                                                              13

requisite proportion of Securities Outstanding have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other action, and for that purpose the Securities Outstanding shall be
computed as of the record date; provided that no such authorization, agreement
or consent by the Holders on the record date shall be deemed effective unless it
shall become effective pursuant to the provisions of this Indenture not later
than six months after the record date.

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

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

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

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

                  Section 106. Notices to Securityholders; Waiver. Where this
Indenture or any Security provides for notice to Securityholders of any event,
such notice shall be sufficiently given (unless otherwise herein or in such
Security expressly provided) if in writing and mailed, first-class postage
prepaid, to each Securityholder affected by such event, at his address as it
appears in the Security

   21
                                                                              14

Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Securityholders is given by mail, neither the failure to mail such notice, nor
any defect in any notice so mailed, to any particular Securityholder shall
affect the sufficiency of such notice with respect to other Securityholders.
Where this Indenture or any Security provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Securityholders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

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

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

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

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

                  Section 110. Separability Clause. In case any provision in
this Indenture or in the Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
   22
                                                                              15

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

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

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

                  Section 114. Judgment Currency. The Company agrees, to the
fullest extent that it may effectively do so under applicable law, that (a) if
for the purpose of obtaining judgment in any court it is necessary to convert
the sum due in respect of the principal of, or premium or interest, if any, on
the Securities of any series (the "Required Currency") into a currency in which
a judgment will be rendered (the "Judgment Currency"), the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the
Trustee could purchase in the City of New York the Required Currency with the
Judgment Currency on the New York Banking Day (as defined below) preceding that
on which final unappealable judgment is given and (b) its obligations under this
Indenture to make payments in the Required Currency (i) shall not be discharged
or satisfied by any tender, or any recovery pursuant to any judgment (whether or
not entered in accordance with subsection (a)), in any currency other than the
Required Currency, except to the extent that such tender or recovery shall
result in the actual receipt, by the payee, of the full amount of the Required
Currency expressed to be payable in respect of such payments, (ii) shall be
enforceable as an alternative or additional cause of action for the purpose of
recovering in the Required Currency the amount, if any, by which such actual
receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking
   23
                                                                              16

Day" means any day except a Saturday, Sunday or a legal holiday in the City of
New York or a day on which banking institutions in the City of New York are
authorized or required by law or executive order to close.

                                   ARTICLE TWO

                                 Security Forms

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

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

                  Section 202. Forms of Securities. Each Security shall be in
one of the forms approved from time to time by or pursuant to a Board
Resolution, or established in one or more indentures supplemental hereto. Prior
to the delivery of a Security to the Trustee for authentication in any form
approved by or pursuant to a Board Resolution, the Company shall deliver to the
Trustee the Board Resolution by or pursuant to which such form of Security has
been approved, which Board Resolution shall have attached thereto a true and
correct copy of the form of Security which has been approved thereby or, if a
Board Resolution authorizes a specific officer or officers to approve a form of
Security, a certificate of such officer or officers approving the form of
Security attached thereto. Any form of Security approved by or pursuant to a
Board Resolution must be acceptable as
   24
                                                                              17

to form to the Trustee, such acceptance to be evidenced by the Trustee's
authentication of Securities in that form or a certificate signed by a
Responsible Officer of the Trustee and delivered to the Company.

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

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                       CITIBANK, N.A.,
                                         as Trustee,

                                         By:________________________
                                              Authorized Signatory

                  Section 204. Securities Issuable in the Form of a Global
Security. (a) If the Company shall establish pursuant to Sections 202 and 301
that the Securities of a particular series are to be issued in whole or in part
in the form of one or more Global Securities, then the Company shall execute and
the Trustee or its agent shall, in accordance with Section 303 and the Company
Request delivered to the Trustee or its agent thereunder, authenticate and
deliver, such Global Security or Securities, which (i) shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of,
the Outstanding Securities of such series to be represented by such Global
Security or Securities, or such portion thereof as the Company shall specify in
a Company Request, (ii) shall be registered in the name of the Depositary for
such Global Security or Securities or its nominee, (iii) shall be delivered by
the Trustee or its agent to the Depositary or pursuant to the Depositary's
instruction and (iv) shall bear a legend substantially to the following effect:
"Unless and until it is exchanged in whole or in part for the individual
Securities represented hereby, this Global Security may not be transferred
except as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or
   25
                                                                              18

another nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary."

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

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

                (ii) The Company may at any time and in its sole discretion
determine that the Securities of any series or portion thereof issued or
issuable in the form of one or more Global Securities shall no longer be
represented by such Global Security or Securities. In such event the Company
will execute, and the Trustee, upon receipt of a Company Request for the
authentication and delivery of individual Securities of such series in exchange
in whole or in part for such Global Security, will authenticate and deliver
individual Securities of such series of like tenor and terms in definitive form
in an aggregate principal amount equal to the principal amount of such Global
Security
   26
                                                                              19

or Securities representing such series or portion thereof in exchange for such
Global Security or Securities.

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

                (iv) In any exchange provided for in any of the preceding three
paragraphs, the Company will execute and the Trustee or its agent will
authenticate and deliver individual Securities in definitive registered form in
authorized denominations. Upon the exchange of the entire principal amount of a
Global Security for individual Securities, such Global Security shall be
cancelled by the Trustee or its agent. Except as provided in the preceding
paragraph, Securities issued in exchange for a Global Security pursuant to this
Section shall be registered in such names and in such authorized denominations
as the Depositary for such Global Security, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee or the
Security Registrar. The Trustee or the Security Registrar shall deliver such
Securities to the Persons in whose names such Securities are so registered.
   27
                                                                              20

                                  ARTICLE THREE

                                 The Securities

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

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

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

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

   28
                                                                              21

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

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

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

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

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

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

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

   29
                                                                              22

         such transactions as shall be specified in the provisions of this
         Indenture or in or pursuant to the Board Resolution or the supplemental
         indenture creating such series;

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

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

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

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

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

                (14) the subordination of the Securities of such series to any
         other indebtedness of the Company, including without limitation, the
         Securities of any other series; and

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

   30
                                                                              23

all upon such terms as may be determined in or pursuant to a Board Resolution or
in or pursuant to a supplemental indenture with respect to such series. All
Securities of the same series shall be substantially identical in tenor and
effect, except as to denomination.

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

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

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

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

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

                  Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery
   31
                                                                              24

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

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

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

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

                  (2) the form and terms (or in connection with the issuance of
         medium-term Securities under Section 311, the manner of determining the
         terms) of such Securities have been established in conformity with the
         provisions of this Indenture;

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

   32
                                                                              25

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

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

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

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

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

                  Section 304. Temporary Securities. Pending the preparation of
definitive Securities of any series, the Company may execute, and, upon receipt
of the documents required by Section 303, together with a Company Order, the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed

   33
                                                                              26

or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as evidenced by their
execution of such Securities.

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

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

                  Subject to Section 204, upon surrender for transfer of any
Security of any series at the office or agency of the Company in a Place of
Payment, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of such series of any authorized denominations, of a like
aggregate principal amount and Stated Maturity and of like tenor and terms.
   34
                                                                              27

                  Subject to Section 204, at the option of the Holder,
Securities of any series may be exchanged for other Securities of such series of
any authorized denominations, of a like aggregate principal amount and Stated
Maturity and of like tenor and terms, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Securityholder making the exchange is entitled
to receive.

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

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

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

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

                  None of the Company, the Trustee, any agent of the Trustee,
any Paying Agent or the Security Registrar will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of

   35
                                                                              28

beneficial ownership interests of a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

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

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

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

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

                  Every new Security issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of the same series duly issued hereunder.
   36
                                                                              29

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

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

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

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

   37
                                                                              30

         Company, shall cause notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor to be mailed, first-class
         postage prepaid, to the Holder of each such Security at his address as
         it appears in the Security Register, not less than 10 days prior to
         such Special Record Date. Notice of the proposed payment of such
         Defaulted Interest and the Special Record Date therefor having been
         mailed as aforesaid, such Defaulted Interest shall be paid to the
         Persons in whose names such Securities (or their respective Predecessor
         Securities) are registered on such Special Record Date and shall no
         longer be payable pursuant to the following Clause (2).

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

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

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

                  Section 308. Persons Deemed Owners. The Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
any Security is registered in the Security Register as the owner of such
Security for the purpose of receiving payment of principal of (and premium, if
any), and (subject to Section 307) interest on, such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.
   38
                                                                              31

                  Section 309. Cancellation. All Securities surrendered for
payment, redemption, transfer, conversion or exchange or credit against a
sinking fund shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee and, if not already cancelled, shall be promptly
cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly cancelled by the Trustee. No Security shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. The Trustee
shall dispose of all cancelled Securities in accordance with its customary
procedures and shall deliver a certificate of such disposition to the Company.

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

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

                  An Officers' Certificate, supplemental indenture or Board
Resolution delivered by the Company to the Trustee in the circumstances set
forth in the preceding paragraph may provide that Securities which are the
subject thereof will be authenticated and delivered by the Trustee or its agent
on original issue from time to time upon the telephonic or written order of
persons designated in such Officers' Certificate, Board Resolution or
supplemental
   39
                                                                              32

indenture (any such telephonic instructions to be confirmed promptly in writing
by such persons) and that such persons are authorized to determine, consistent
with such Officers' Certificate, supplemental indenture or Board Resolution,
such terms and conditions of said Securities as are specified in such Officers'
Certificate, supplemental indenture or Board Resolution.

                                  ARTICLE FOUR

                           Satisfaction and Discharge

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

                  (1) either

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

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

                                    (i) have become due and payable, or

                                    (ii) will become due and payable at their
                      Stated Maturity within one year, or
  
                                    (iii) are to be called for redemption
                      within one year under arrangements
   40
                                                                              33

                      satisfactory to the Trustee for the giving of notice of 
                      redemption by the Trustee in the name, and at the expense,
                      of the Company,

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

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

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

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

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

   41
                                                                              34

                  Section 403. Satisfaction, Discharge and Defeasance of
Securities of any Series. If this Section 403 is specified, as contemplated by
Section 301, to be applicable to Securities of any series, the Company shall be
deemed to have paid and discharged the entire indebtedness on all the Securities
of any such series at the time outstanding, and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction,
discharge and defeasance of such indebtedness, when

                  (1) either

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

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

                                  (ii) the Company has deposited or caused to be
                           deposited with the Trustee as obligations in trust
                           for such purpose such amount of direct obligations
                           of, or obligations the principal of and interest on
                           which are fully guaranteed by, the government which
                           issued the currency in which such Securities are
                           denominated (other than such obligations as are
                           redeemable at the option of the issuer thereof) as
                           will, together with the income to accrue thereon
                           without consideration of any reinvestment thereof, be
                           sufficient, in the written opinion of a firm of
                           nationally recognized independent public accountants
                           (which may be the Company's auditors) delivered to
                           the Trustee, together with any funds deposited
                           pursuant to clause (i) above, to pay and discharge
                           the
   42
                                                                              35

                           entire indebtedness on all such Securities for
                           principal (and premium, if any) and interest, on the
                           days on which such principal (and premium, if any) or
                           interest, as the case may be, is due and payable in
                           accordance with the terms of this Indenture and such
                           Securities, to the date of maturity or date of
                           redemption thereof as contemplated by the penultimate
                           paragraph of this Section 403, as the case may be; or

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

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

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

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

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

                  Any deposits with the Trustee referred to in Section 403(1)(A)
above shall be irrevocable. If any Securities of such series at the time
outstanding are to be redeemed prior to their Stated Maturity, whether pursuant
to any optional redemption provisions or in accordance with any mandatory
sinking fund requirement, the Company shall make such arrangements as are
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.
   43
                                                                              36

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

                  Notwithstanding the satisfaction of the conditions set forth
in this Section 403 with respect to all Securities of any series at the time
Outstanding, the obligations of the Company to the Trustee with respect to that
series under Section 607 and the obligations of the Trustee with respect to that
series under Section 402 and 1003 shall survive.

                                  ARTICLE FIVE

                                    Remedies

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

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

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

   44
                                                                              37

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

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

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

                  (6) the consent by the Company to the institution of
         bankruptcy or insolvency proceedings against it, or the filing by it of
         a petition or answer or consent seeking reorganization or relief under
         the Federal Bankruptcy Code or any other applicable Federal or State
         law, or the consent by it to the filing of any

   45
                                                                              38

         such petition or to the appointment of a receiver, liquidator,
         assignee, trustee, sequestrator (or other similar official) of the
         Company or of any substantial part of its property, or the making by it
         of an assignment for the benefit of creditors, or the admission by it
         in writing of its inability to pay its debts generally as they become
         due, or the taking of corporate action by the Company in furtherance of
         any such action; or

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

                  Section 502. Acceleration of Maturity; Rescission and
Annulment. If an Event of Default described in paragraph (1), (2), (3), (4) or
(7) (if the Event of Default under paragraph (4) or (7) is with respect to less
than all series of Securities then Outstanding) of Section 501 occurs and is
continuing with respect to any series, then and in each and every such case,
unless the principal of all the Securities of such series shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Securities of such series then Outstanding
hereunder (each such series acting as a separate class), by notice in writing to
the Company (and to the Trustee if given by Holders), may declare the principal
amount (or, if the Securities of such series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all the Securities of such series then Outstanding and
all accrued interest thereon to be due and payable immediately, and upon any
such declaration the same shall become and shall be immediately due and payable,
anything in this Indenture or in the Securities of such series contained to the
contrary notwithstanding. If an Event of Default described in paragraph (4) or
(7) (if the Event of Default under paragraph (4) or (7) is with respect to all
series of Securities then Outstanding), (5) or (6) of Section 501 occurs and is
continuing, then and in each and every such case, unless the principal of all
the Securities shall have already become due and payable, either the Trustee or
the Holders of not less than 25% in aggregate principal amount of all the
Securities then Outstanding hereunder (treated as one class), by notice in
writing to the Company (and to the Trustee if given by Holders), may declare the
principal amount (or, if any Securities are Original Issue Discount Securities,
such portion of the

   46
                                                                              39

principal amount as may be specified in the terms thereof) of all the Securities
then Outstanding and all accrued interest thereon to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, anything in this Indenture or in the Securities
contained to the contrary notwithstanding.

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

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

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

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

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

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

and

                  (2) all Events of Default with respect to such series of
         Securities, other than the nonpayment of the principal of the
         Securities of such series which have

   47
                                                                              40

         become due solely by such acceleration, have been cured or waived as
         provided in Section 513.

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

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

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

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

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

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

                  If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any

   48
                                                                              41

other obligor upon the Securities of such series and collect the money adjudged
or decreed to be payable in the manner provided by law out of the property of
the Company or any other obligor upon such Securities, wherever situated.

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

                  Section 504. Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceedings or otherwise,

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

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

and any receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each
Securityholder to make such payment to the Trustee and in the event that the
Trustee shall consent to the making of

   49
                                                                              42

such payments directly to the Securityholders, to pay to the Trustee any amount
due to it for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 607.

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

                  Section 505. Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities of any series may be prosecuted and enforced by the Trustee without
the possession of any of the Securities of such series or the production thereof
in any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent and
counsel, be for the ratable benefit of the Holders of the Securities of the
series in respect of which such judgment has been recovered.

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

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

                  SECOND: To the payment of the amounts then due and unpaid upon
the Securities of that series for principal (and premium, if any) and interest,
in respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the amounts
due and payable on such Securities
   50
                                                                              43

for principal (and premium, if any) and interest, respectively.

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

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

                  (2) the Holders of not less than 25% in principal amount of
         the Outstanding Securities of such series shall have made written
         request to the Trustee to institute proceedings in respect of such
         Event of Default in its own name as Trustee hereunder;

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

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

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

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

                  Section 508. Unconditional Right of Securityholders to
Receive Principal, Premium and Interest. Notwithstanding any other provisions
in this Indenture, the Holder of any Security shall have the right, which is
absolute and unconditional, to receive payment of the
   51
                                                                              44

principal of (and premium, if any) and (subject to Section 307) interest on such
Security on the respective Stated Maturities expressed in such Security (or, in
the case of redemption or repayment, on the Redemption Date or Repayment Date,
as the case may be) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such
Holder.

                  Section 509. Restoration of Rights and Remedies. If the
Trustee or any Securityholder has instituted any proceeding to enforce any right
or remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, then and in every such case the Company, the Trustee
and the Securityholders shall, subject to any determination in such proceeding,
be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Securityholders shall
continue as though no such proceeding had been instituted.

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

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

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

   52
                                                                              45

power conferred on the Trustee with respect to the Securities of such series,
provided that

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

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

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

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

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

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

                  Section 514. Undertaking for Costs. All parties to this
Indenture agree, and each Holder of any Security by his acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such
   53
                                                                              46

suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Securityholder, or
group of Securityholders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series to which the suit relates, or
to any suit instituted by any Securityholder for the enforcement of the payment
of the principal of (or premium, if any) or interest on any Security on or after
the respective Stated Maturities expressed in such Security (or, in the case of
redemption or repayment, on or after the Redemption Date or Repayment Date).

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

                                   ARTICLE SIX

                                   The Trustee

                  Section 601. Certain Duties and Responsibilities. (a) Except
during the continuance of an Event of Default with respect to any series of
Securities,

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

                  (2) in the absence of bad faith on its part, the Trustee may,
         with respect to Securities of such series, conclusively rely, as to the
         truth of the statements

   54
                                                                              47

         and the correctness of the opinions expressed therein, upon
         certificates or opinions furnished to the Trustee and conforming to the
         requirements of this Indenture; but in the case of any such
         certificates or opinions which by any provision hereof are specifically
         required to be furnished to the Trustee, the Trustee shall be under a
         duty to examine the same to determine whether or not they conform to
         the requirements of this Indenture.

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

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

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

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

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

                  (4) no provision of this Indenture shall require the Trustee
         to expend or risk its own funds or otherwise incur any financial
         liability in the performance of any of its duties hereunder, or in the
         exercise of any of its rights or powers, if it shall have reasonable
         grounds for believing that repayment of

   55
                                                                              48

         such funds or adequate indemnity against such risk or liability is not
         reasonably assured to it.

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

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

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

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

                  (b) any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order and any
resolution of the
   56
                                                                              49

Board of Directors may be sufficiently evidenced by a Board Resolution;

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

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

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

                  (f) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture or other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may
see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney; and

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

                  Section 604. Not Responsible for Recitals or Issuance of
Securities. The recitals contained herein and in the Securities, except the
certificates of authentication, shall be taken as the statements of the
Company,

   57
                                                                              50

and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

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

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

                  Section 607.  Compensation and Reimbursement.  The
Company agrees

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

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

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

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                                                                              51

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

                  Section 608. Disqualification; Conflicting Interests. The
Trustee for the Securities of any series issued hereunder shall be subject to
the provisions of Section 310(b) of the Trust Indenture Act during the period of
time provided for therein. In determining whether the Trustee has a conflicting
interest as defined in Section 310(b) of the Trust Indenture Act with respect to
the Securities of any series, there shall be excluded for purposes of the
conflicting interest provisions of such Section 310(b) the Securities of every
other series issued under this Indenture (i) every series of securities issued
under the Indenture dated as of May 14, 1996, between Union Pacific Corporation
and Citibank, N.A., Trustee, (ii) every series of securities issued under the
Indenture dated as of March 1, 1994, between Union Pacific Corporation and
Citibank, N.A., Trustee, (iii) the Indenture dated as of August 1, 1984, between
Salt Lake County, Utah and Citibank, N.A., Trustee, relating to the Adjustable
Rate Industrial Development Revenue Bonds (Rocky Mountain Energy Company
Project, Series 1984) of Salt Lake County, Utah which are guaranteed by the
Company, (iv) the Indenture dated as of December 1, 1985, between Albany County,
Wyoming and Citibank, N.A., Trustee, relating to the Adjustable Rate Pollution
Control Revenue Bonds (Union Pacific Railroad Company Project), Series 1985, of
Albany County, Wyoming, with respect to which the Company is guarantor of
certain payment obligations of its Subsidiary, Union Pacific Railroad Company,
under a financing agreement which has been assigned to the Trustee as security
for the payment of such bonds, (v) the Indenture dated as of July 1, 1986
between Union Pacific Corporation and Citibank, N.A., Trustee, under which the
Company's 8-1/2% Sinking Fund Debentures Due 2017 are outstanding, and (vi) the
Indenture dated as of April 1, 1988, as supplemented by the First Supplemental
Indenture dated as of September 13, 1989, between Union Pacific Corporation and
Citibank N.A., under which the Company's Medium Term Notes Series B, Medium Term
Notes Series C, Medium Term Notes Series D, 9-5/8% Notes Due 2002, 6% Notes Due
2003, S&P 500-Linked Notes Due January 11, 2000, 6-1/8% Notes Due 2004 and
6-1/4% Notes Due 1999 are outstanding. Nothing herein shall prevent the Trustee
from filing with

   59
                                                                              52

the Commission the application referred to in the second to last paragraph of
Section 310(b) of the Trust Indenture Act.

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

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

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

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

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

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

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

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

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

                  (e) If the Trustee shall resign, be removed or become
incapable of acting with respect to any series of Securities, or if a vacancy
shall occur in the office of the Trustee with respect to any series of
Securities for any cause, the Company, by a Board Resolution, shall promptly
appoint a successor Trustee for that series of Securities. If, within one year
after such resignation, removal or incapacity, or the occurrence of such
vacancy, a successor Trustee with respect to such series of Securities shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment, become the successor Trustee

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with respect to such series and supersede the successor Trustee appointed by the
Company with respect to such series. If no successor Trustee with respect to
such series shall have been so appointed by the Company or the Securityholders
of such series and accepted appointment in the manner hereinafter provided, any
Securityholder who has been a bona fide Holder of a Security of that series for
at least 6 months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to such series.

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

                  Section 611. Acceptance of Appointment by Successor. Every
successor Trustee appointed hereunder shall execute, acknowledge and deliver to
the Company and to the predecessor Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the predecessor Trustee
shall become effective with respect to any series as to which it is resigning or
being removed as Trustee, and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the predecessor Trustee with respect to any such series; but, on
request of the Company or the successor Trustee, such predecessor Trustee shall,
upon payment of its reasonable charges, if any, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the predecessor Trustee, and shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such predecessor
Trustee hereunder with respect to all or any such series, subject nevertheless
to its lien, if any, provided for in Section 607. Upon request of any such
successor Trustee, the Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts.

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

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

                  Section 612. Merger, Conversion, Consolidation or Succession
to Business. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

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

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

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

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

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

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

                      (C) to realize, for its own account, but only to the
                  extent of the claim hereinafter mentioned, upon any property
                  held by it as security for any

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                  such claim, if such claim was created after the beginning of
                  such 3-month period and such property was received as security
                  therefor simultaneously with the creation thereof, and if the
                  Trustee shall sustain the burden of proving that at the time
                  such property was so received the Trustee had no reasonable
                  cause to believe that a default as defined in Subsection (c)
                  of this Section would occur within 3 months; or

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

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

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

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

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

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

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

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

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

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

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

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

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

                  (c)  For the purposes of this Section only:

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

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

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

                  (4) The term "self-liquidating paper" means any draft, bill of
         exchange, acceptance or obligation which is made, drawn, negotiated or
         incurred by the Company for the purpose of financing the purchase,
         processing, manufacturing, shipment, storage or sale of goods, wares or
         merchandise and which is secured by documents evidencing title to,
         possession of, or a lien upon, the goods, wares or merchandise or the
         receivables or proceeds arising from the sale of the goods, wares or
         merchandise previously constituting the security, provided the security
         is received by the Trustee simultaneously with the creation of the
         creditor relationship with the Company arising from the making,
         drawing, negotiating or incurring of the draft, bill of exchange,
         acceptance or obligation.

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

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

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

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

                  The Trustee agrees to pay to each Authenticating Agent (other
than an Authenticating Agent appointed at the request of the Company from time
to time) reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

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

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

                                       CITIBANK, N.A.,
                                       as Trustee

                                       By:_________________________
                                       As Authenticating Agent

                                       By:_________________________
                                       Authorized Signatory

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                                  ARTICLE SEVEN

                      Securityholders' Lists and Reports by
                               Trustee and Company

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

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

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

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

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

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

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

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

                  If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of a Security of such series or to all Security-
holders, as the case may be, whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with Section 702(a), a copy
of the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless, within 5 days after such tender, the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
of Securities of such series or all Securityholders, as the case may be, or
would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all Securityholders of such series or all
Securityholders, as the case may be, with reasonable promptness after the entry
of such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.
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                  (c) Every Holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders of Securities in
accordance with Section 702(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 702(b).

                  Section 703. Reports by Trustee. (a) The term "reporting date"
as used in this Section means September 1. Within 60 days after the reporting
date in each year, beginning in 1997, the Trustee shall transmit by mail to all
Securityholders, as their names and addresses appear in the Security Register, a
brief report dated as of such reporting date with respect to any of the
following events which may have occurred during the 12 months preceding the date
of such report (but if no such event has occurred within such period no report
need be transmitted):

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

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

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

                  (4) any change to the amount, interest rate and maturity date
         of all other indebtedness owing by the Company (or by any other obligor
         on the Securities) to the Trustee in its individual capacity, on the
         date of such report, with a brief description of any property held as
         collateral security therefor, except an

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         indebtedness based upon a creditor relationship arising in a manner
         described in Section 613(b)(2), (3), (4) or (6);

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

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

                  (7) any action taken by the Trustee in the performance of its
         duties hereunder which it has not previously reported and which in its
         opinion materially affects the Securities, except action in respect of
         a default, notice of which has been or is to be withheld by the Trustee
         in accordance with Section 602.

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

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

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                  Section 704.  Reports by Company.  The Company
will

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

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

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

                                  ARTICLE EIGHT

                  Consolidation, Merger, Conveyance or Transfer

                  Section 801. Company May Consolidate, etc., only on Certain
Terms. The Company shall not consolidate with or merge into any other
corporation or convey or transfer its
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                                                                              68

properties and assets substantially as an entirety to any Person, unless:

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

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

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

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

                             Supplemental Indentures

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

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

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

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

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

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

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                                                                              70

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

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

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

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

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

                  (1) change the Maturity of the principal of, or the Stated
         Maturity of any premium on, or any installment of interest on, any
         Security, or reduce the principal amount thereof or the interest or any
         premium thereon, or change the method of computing the amount of
         principal thereof or interest thereon on any date or change any Place
         of Payment where, or the coin or currency in which, any Security or any
         premium or

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         interest thereon is payable, or impair the right to institute suit for
         the enforcement of any such payment on or after the Maturity or the
         Stated Maturity, as the case may be, thereof (or, in the case of
         redemption or repayment, on or after the Redemption Date or the
         Repayment Date, as the case may be); or

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

                  (3) modify any of the provisions of this Section, Section 513
         or Section 1007, except to increase any such percentage or to provide
         that certain other provisions of this Indenture cannot be modified or
         waived without the consent of the Holder of each Outstanding Security
         affected thereby.

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

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

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

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

                  Section 905. Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the TIA as then in effect.

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

                                   ARTICLE TEN

                                    Covenants

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                 ARTICLE ELEVEN

                            Redemption of Securities

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

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

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

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

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

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

                  Section 1104. Notice of Redemption. Notice of redemption shall
be given by first-class mail, postage prepaid, mailed not less than 30 nor more
than 60 days prior to the Redemption Date, to each holder of Securities to be
redeemed, at his address appearing in the Security Register.

                  All notices of redemption shall state:

                  (1) the Redemption Date;

                  (2) the Redemption Price;

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

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

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

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

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

                  Section 1105. Deposit of Redemption Price. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money sufficient to pay the
Redemption Price of all the Securities which are to be redeemed on that date.
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                  Section 1106. Securities Payable on Redemption Date. Notice of
Redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified and from and after such date (unless the Company shall default
in the payment of the Redemption Price) such Securities shall cease to bear
interest. Upon surrender of such Securities for redemption in accordance with
the notice, such Securities shall be paid by the Company at the Redemption
Price. Installments of interest the Stated Maturity of which is on or prior to
the Redemption Date shall be payable to the Holders of such Securities
registered as such on the relevant Regular Record Dates according to their terms
and the provisions of Section 307.

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

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

                  Section 1108. Provisions with Respect to any Sinking Funds.
Unless the form or terms of any series of Securities shall provide otherwise, in
lieu of making all or any part of any mandatory sinking fund payment with
respect to such series of Securities in cash, the Company may at its option (1)
deliver to the Trustee for cancellation any Securities of such series
theretofore acquired by the Company, or (2) receive credit for any Securities of
such series (not previously so credited) acquired by the Company and theretofore
delivered to the Trustee for cancellation or redeemed by the Company other than
through the mandatory sinking fund, and if it does so then (i) Securities so

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delivered or credited shall be credited at the applicable sinking fund
Redemption Price with respect to Securities of such series, and (ii) on or
before the 60th day next preceding each sinking fund Redemption Date with
respect to such series of Securities, the Company will deliver to the Trustee
(A) an Officers' Certificate specifying the portions of such sinking fund
payment to be satisfied by payment of cash and by delivery or credit of
Securities of such series acquired by the Company or so redeemed, and (B) such
Securities so acquired, to the extent not previously surrendered. Such Officers'
Certificate shall also state the basis for such credit and that the Securities
for which the Company elects to receive credit have not been previously so
credited and were not redeemed by the Company through operation of the mandatory
sinking fund, if any, provided with respect to such Securities and shall also
state that no Event of Default with respect to Securities of such series has
occurred and is continuing. All Securities so delivered to the Trustee shall be
cancelled by the Trustee and no Securities shall be authenticated in lieu
thereof.

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

                  On or before each sinking fund Redemption Date provided with
respect to Securities of any series, the Company shall pay to the Trustee in
cash a sum equal to all accrued interest, if any, to the date fixed for
redemption on Securities to be redeemed on such sinking fund Redemption Date
pursuant to this Section 1108.
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                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

                                       UNION PACIFIC CORPORATION,

                                       by  /s/  John B. Larsen
                                         --------------------------
                                         Name:  John B. Larsen
                                         Title: Assistant Treasurer

Attest:

 /s/  Thomas E. Whitaker
- ------------------------
      Assistant Secretary
           [SEAL]

                                       CITIBANK, N.A.,

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

Attest:
/s/  Carol Ng
- ------------------------
     Vice President
        [SEAL]
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                                                                              83

COMMONWEALTH OF PENNSYLVANIA)
                            )  ss:
COUNTY OF LEHIGH            )

                  On the 18th day of December, 1996 before me personally came
John B. Larsen, to me known, who, being by me duly sworn, did depose and
say that he resides at Allentown, PA; that he is Assistant Treasurer
of Union Pacific Corporation, one of the parties described in and which
executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to that instrument is such corporate seal;
that it was affixed by authority of the board of directors of the corporation;
and that he signed his name thereto by like authority.

                                               /s/   Kathleen F. Owens
                                               ------------------------------
                                               Name  Kathleen F. Owens
      [SEAL]
- --------------------
 [Notarial Seal]
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STATE OF NEW YORK   )
                    )  ss:
COUNTY OF NEW YORK  )

                  On the 18th day of December, 1996 before me personally came
P. DeFelice, to me known, who, being by me duly sworn, did depose and
say that he resides at 47-09 169th St., Flushing, NY 11358;
that he is Vice President of Citibank, N.A., one of the parties described 
in and which executed the above instrument; that he knows the corporate seal 
of said corporation; that the seal affixed to that instrument is such 
corporate seal; that it was affixed by authority of the board of directors 
of the corporation; and that he signed his name thereto by like authority.

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

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

   1
                                                                       EXHIBIT 5

                     [UNION PACIFIC CORPORATION LETTERHEAD]

Richard J. Ressler
Assistant General Counsel

                                                              December 20, 1996

Union Pacific Corporation
Eighth and Eaton Avenues
Bethlehem, PA  18018

         RE:        UNION PACIFIC CORPORATION $1,000,000,000 AGGREGATE
                    PUBLIC OFFERING PRICE OF OFFERED SECURITIES

Dear Sirs:

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

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

         1. The Company is a corporation duly organized and validly existing
under the laws of the State of Utah.

         2. The execution and delivery of the Indenture by the Company and the
issuance and sale of Debt Securities have been validly authorized by all
necessary corporate action by the Company.

         3. When (i) the Registration Statement shall have become effective
under the Act, (ii) the Blue Sky or securities laws of certain states shall have
been complied with, (iii) the Indenture shall have been executed and delivered
by the Company and the Trustee and duly qualified under the Trust Indenture Act
of 1939, and (iv) the Debt Securities shall have been (A) duly authorized,
executed, authenticated and delivered against

   2
payment therefor or (B) issued upon conversion or exchange of Debt Securities or
Preferred Stock which, by their respective terms, are convertible into or
exchangeable for Debt Securities or upon exercise of Warrants, and the Company
shall have received any additional consideration which is payable upon such
conversion, exchange or exercise, the Debt Securities shall constitute binding
obligations of the Company enforceable in accordance with their terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization or other
laws relating to or affecting creditors' rights generally and subject to general
principles of equity.

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

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

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

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

                                            Very truly yours,

                                            /s/ Richard J. Ressler

                                       -2-

   1
                                                                      EXHIBIT 23

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Union Pacific Corporation on Form S-3 of our report dated January 18, 1996,
incorporated by reference in the Annual Report on Form 10-K of Union Pacific
Corporation for the year ended December 31, 1995, as amended, and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.

/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New York, New York

December 20, 1996

   1

                                                                      EXHIBIT 24

                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION

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

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of this 21st day of November, 1996.

                                       /s/ Philip F. Anschutz
                                       -----------------------------------
                                       PHILIP F. ANSCHUTZ

   2
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION

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

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of this 21st day of November, 1996.

                                       /s/ Robert P. Bauman
                                       -----------------------------------
                                       ROBERT P. BAUMAN

   3
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION

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

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of this 21st day of November, 1996.

                                       /s/ Richard B. Cheney
                                       -----------------------------------
                                       RICHARD B. CHENEY

   4
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION

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

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of this 21st day of November, 1996.

                                       /s/ E. Virgil Conway
                                       -----------------------------------
                                       E. VIRGIL CONWAY

   5
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION

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

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of this 21st day of November, 1996.

                                       /s/ Spencer F. Eccles
                                       -----------------------------------
                                       SPENCER F. ECCLES

   6
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION

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

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of this 21st day of November, 1996.

                                       /s/ Elbridge T. Gerry, Jr.
                                       -----------------------------------
                                       ELBRIDGE T. GERRY, JR.

   7
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION

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

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of this 21st day of November, 1996.

                                       /s/ William H. Gray, III
                                       -----------------------------------
                                       WILLIAM H. GRAY, III

   8
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION

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

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of this 21st day of November, 1996.

                                       /s/ Judith Richards Hope
                                       -----------------------------------
                                       JUDITH RICHARDS HOPE

   9
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION

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

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of this 21st day of November, 1996.

                                       /s/ Richard J. Mahoney
                                       -----------------------------------
                                       RICHARD J. MAHONEY

   10
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION

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

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of this 21st day of November, 1996.

                                       /s/ Jack L. Messman
                                       -----------------------------------
                                       JACK L. MESSMAN

   11
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION

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

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of this 21st day of November, 1996.

                                       /s/ John R. Meyer
                                       -----------------------------------
                                       JOHN R. MEYER

   12
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION

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

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of this 21st day of November, 1996.

                                       /s/ Thomas A. Reynolds, Jr.
                                       -----------------------------------
                                       THOMAS A. REYNOLDS, JR.

   13
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION

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

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of this 21st day of November, 1996.

                                       /s/ James D. Robinson, III
                                       -----------------------------------
                                       JAMES D. ROBINSON, III

   14
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION

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

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of this 21st day of November, 1996.

                                       /s/ Robert W. Roth
                                       -----------------------------------
                                       ROBERT W. ROTH

   15
                                POWER OF ATTORNEY

                            UNION PACIFIC CORPORATION

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

         IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of this 21st day of November, 1996.

                                       /s/ Richard D. Simmons
                                       -----------------------------------
                                       RICHARD D. SIMMONS

   1
                                                                      EXHIBIT 25

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                           ---------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

          Check if an application to determine eligibility of a Trustee
                       pursuant to Section 305 (b)(2) ____

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

                                 CITIBANK, N.A.
               (Exact name of trustee as specified in its charter)

                                                           13-5266470
                                                           (I.R.S. employer
                                                           identification no.)

399 Park Avenue, New York, New York                        10043
(Address of principal executive office)                    (Zip Code)

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

                            Union Pacific Corporation
               (Exact name of obligor as specified in its charter)

         Utah                                              13-2626465
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

Eighth and Eaton Avenues
Bethlehem, Pennsylvania                                    18018
(Address of principal executive offices)                   (Zip Code)

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

                                 Debt Securities
                       (Title of the indenture securities)

   2
Item 1.  General Information.

         Furnish the following information as to the trustee:

   (a)   Name and address of each examining or supervising authority to which 
         it is subject.

         Name                                                 Address
         ----                                                 -------
         Comptroller of the Currency                          Washington, D.C.

         Federal Reserve Bank of New York                     New York, NY
         33 Liberty Street
         New York, NY

         Federal Deposit Insurance Corporation                Washington, D.C.

   (b)   Whether it is authorized to exercise corporate trust powers.

         Yes.

Item 2.  Affiliations with Obligor.

         If the obligor is an affiliate of the trustee, describe each such
         affiliation.

                           None.

Item 16. List of Exhibits.

         List below all exhibits filed as a part of this Statement of
         Eligibility.

         Exhibits identified in parentheses below, on file with the Commission,
         are incorporated herein by reference as exhibits hereto.

         Exhibit 1 - Copy of Articles of Association of the Trustee, as now in
         effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)

         Exhibit 2 - Copy of certificate of authority of the Trustee to commence
         business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577).

         Exhibit 3 - Copy of authorization of the Trustee to exercise corporate
         trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)

         Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1
         to Registration Statement No. 33-34988)

         Exhibit 5 - Not applicable.

   3

         Exhibit 6 - The consent of the Trustee required by Section 321(b) of
         the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration
         Statement No. 33-19227.)

         Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A.
         (as of September 30, 1996 - attached)

         Exhibit 8 - Not applicable.

         Exhibit 9 - Not applicable.

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

                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and existing
under the laws of the United States of America, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York and State of New York, on the 20th day
of December, 1996.

                                       CITIBANK, N.A.

                                       By  /s/ P. DeFelice
                                         --------------------------------- 
                                         P. DeFelice
                                         Vice President

   4
                                Charter No. 1461
                          Comptroller of the Currency
                             Northeastern District
                              REPORT OF CONDITION
                                 CONSOLIDATING
                              DOMESTIC AND FOREIGN
                                SUBSIDIARIES OF
                                 Citibank, N.A.

of New York in the State of New York, at the close of business on September 30,
1996, published in response to call made by Comptroller of the Currency, under
Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of
the Currency Northeastern District.

                                     ASSETS

                                                                     Thousands
                                                                     of dollars
                                                               
Cash and balances due from depository institutions:
         Noninterest-bearing balances
         and currency and coin ...........................        $   8,647,000
         Interest-bearing balances .......................           13,006,000
Held-to-maturity securities ..............................                    0
Available-for-sale securities ............................           22,101,000
Federal funds sold and securities
         purchased under agreements to
         resell in domestic offices of the
         bank and of its Edge and Agree-
         ment subsidiaries, and in IBFs:
         Federal funds sold ..............................            4,263,000
         Securities purchased under
         agreements to resell ............................              370,000
Loans and lease financing receivables:
         Loans and Leases, net of unearned income ........        $ 147,806,000
         LESS: Allowance for loan
         and lease losses ................................            4,386,000
         LESS: Allocated transfer
         risk reserve ....................................                    0
Loans and leases, net of unearned income, allowance,
         and reserve .....................................          143,420,000
Trading assets ...........................................           24,655,000
Premises and fixed assets (including capitalized leases)..            3,547,000
Other real estate owned ..................................              708,000
Investments in unconsolidated
         subsidiaries and associated companies ...........            1,220,000
Customers' liability to this bank
         on acceptances outstanding ......................            2,270,000
Intangible assets ........................................              105,000
Other assets .............................................            7,084,000
                                                                  -------------
TOTAL ASSETS .............................................        $ 231,396,000
                                                                  =============
LIABILITIES
Deposits:
         In domestic offices .............................        $  35,623,000
         Noninterest-bearing..............................        $  13,178,000
         Interest-bearing.................................           22,445,000
In foreign offices, Edge and
         Agreement subsidiaries, and
         IBFs ............................................          130,945,000
         Noninterest-
         bearing .........................................            8,792,000
         Interest-bearing.................................          122,153,000
Federal funds purchased and securities sold under
         agreements to repurchase in domestic offices
         of the bank and of its Edge and
         Agreement subsidiaries, and in
         IBFs:
         Federal funds purchased .........................            1,872,000
         Securities sold under agreements to repurchase...              398,000
         Demand notes issued to
         the U.S. Treasury ...............................                    0
Trading liabilities ......................................           17,042,000
Other borrowed money:
         With a remaining maturity of one
         year or less ....................................            9,839,000
         With a remaining maturity of more
         than one year ...................................            4,014,000
Mortgage indebtedness and obligations under capitalized
         leases ..........................................              137,000
Bank's liability on acceptances executed and outstanding..            2,316,000
Subordinated notes and
debentures ...............................................            4,700,000
Other liabilities ........................................            8,549,000
                                                                  -------------
TOTAL LIABILITIES   ......................................        $ 215,435,000
                                                                  =============
Limited-life preferred stock
         and related surplus .............................                    0
EQUITY CAPITAL
Perpetual preferred stock
         and related surplus .............................                    0
Common stock .............................................        $     751,000
Surplus ..................................................            6,895,000
Undivided profits and capital reserves....................            8,308,000
Net unrealized holding gains (losses)
         on available-for-sale securities ................              590,000
Cumulative foreign currency
         translation adjustments .........................             (583,000)
                                                                  ------------- 
TOTAL EQUITY CAPITAL .....................................        $  15,961,000
                                                                  =============
TOTAL LIABILITIES, LIMITED LIFE PREFERRED STOCK, AND
         EQUITY CAPITAL ..................................        $ 231,396,000
                                                                  =============

I, Roger W. Trupin, Controller of the above- named bank do hereby declare that
this Report of Condition is true and correct to the best of my knowledge and
belief.

                                                                 ROGER W. TRUPIN
                                                                 CONTROLLER

We, the undersigned directors, attest to the correctness of this Report of
Condition. We declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions and
is true and correct.

                                                            PAUL J. COLLINS
                                                            JOHN S. REED
                                                            WILLIAM R. RHODES
                                                            DIRECTORS