1
 
ORIGINAL ELECTRONICALLY TRANSMITTED TO THE SECURITIES AND EXCHANGE COMMISSION ON
                                  MAY 12, 1995
 
                                                       REGISTRATION NO. 33-
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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/
                             ---------------------
                        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      $344,828
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 may be
    issued at indeterminate prices or issuable upon conversion or exchange of
    Debt Securities or Preferred Stock, to the extent such Debt Securities or
    Preferred Stock are, by their terms, convertible into or exchangeable for
    Debt Securities, or upon the exercise of Warrants to purchase Debt
    Securities.
(4) Such indeterminate number of shares of Preferred Stock as may from time to
    time be issued at indeterminate prices or issuable upon conversion or
    exchange of Debt Securities 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
 
     INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
     REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
     MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
     BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
     THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
     SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
     UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
     OF ANY SUCH STATE.
 
                      SUBJECT TO COMPLETION, MAY 12, 1995
 
                                 $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         , 1995.
   3
 
                             AVAILABLE INFORMATION
 
     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission") relating to its business, financial position,
results of operations and other matters. Such reports and other information can
be inspected and copied at the Public Reference Section maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at certain of its Regional Offices, located at Northwest Atrium Center
(Suite 1400), 500 West Madison Street, Chicago, Illinois 60661, and Seven World
Trade Center, 13th Floor, New York, New York 10048. Copies of such material can
also be obtained from the Public Reference Section of the Commission at
prescribed rates. Such material can also be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005.
 
     The Company has filed with the Commission a registration statement (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the securities offered hereby. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. Reference is made to the Registration Statement
and to the exhibits relating thereto for further information with respect to the
Company and the securities offered hereby.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The Company hereby incorporates by reference herein its Annual Report on
Form 10-K for the fiscal year ended December 31, 1994, its Quarterly Report on
Form 10-Q for the quarter ended March 31, 1995, its Current Reports on Form 8-K
dated March 21, 1995, April 20, 1995 and April 26, 1995, 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: 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, Missouri Pacific Railroad
Company and Chicago and North Western Transportation Company ("CNW")
(collectively, the "Railroad")), oil, gas and mining (Union Pacific Resources
Company ("Resources")) and trucking (Overnite Transportation Company
("Overnite")). With the exception of CNW which is over 99% owned by the Company,
each of the foregoing subsidiaries is indirectly wholly-owned by the Company.
Substantially all of the Company's operations are in the United States.
 
     The Railroad is the largest railroad in the United States in terms of track
miles, with nearly 23,000 route miles linking 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. Major categories of freight hauled by the Railroad are
automotive, chemicals, energy (coal), food/consumer/government, grains and grain
products, intermodal and metals/minerals/forest.
 
     Resources is an independent oil and gas company engaged in exploration for
and production of natural gas, crude oil and associated products. Substantially
all of its exploration and production programs are concentrated in the Austin
Chalk trend and Carthage area in central and eastern Texas and Louisiana; the
Ozona area in western Texas; the Union Pacific Land Grant in Colorado, Wyoming
and Utah; the Gulf of Mexico; and Canada. Resources is also responsible for the
Company's interests in coal and trona development which are located primarily in
the Rocky Mountain region.
 
     Overnite, a major interstate trucking company, serves all 50 states and
portions of Canada and Mexico through 174 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.
 
     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

                                                  THREE MONTHS
                                                     ENDED
           YEAR ENDED DECEMBER 31,                 MARCH 31,
- ----------------------------------------------    ------------
1990     1991(A)      1992      1993     1994         1995
- -----    -------    --------    -----    -----    ------------
                                   
 3.3       1.3        3.7        4.2      4.5       3.6

- ---------------
 
(a) In the third quarter of 1991, the Company announced a major restructuring
     program, including an $870 million ($575 million after-tax) special charge.
     Excluding the special charge, the Company's ratio of earnings to fixed
     charges for the year ended December 31, 1991 would have been 3.3.
 
     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.
 
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                                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 Chemical Bank, 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 form 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
 
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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 or off the
coast of the United States within an area over which the United States or any
State thereof has jurisdiction.
 
     "Mortgage" means any mortgage, pledge, lien, encumbrance, charge or
security interest of any kind.
 
     "Principal Property" means (i) any property owned or leased by the Company
or any Subsidiary, or any interest of the Company or any Subsidiary in property,
located within the United States (including offshore property leased from any
governmental body), which is considered by the Company to be capable of
producing oil or gas or minerals in commercial quantities and (ii) any refinery,
smelter or processing or manufacturing plant owned or leased by the Company or
any Subsidiary and located within the United States, except (A) facilities
related thereto employed in transportation, distribution or marketing or (B) any
such plant or portion thereof which in the opinion of the Company's Board of
Directors is not a principal plant in relation to the activities of the Company
and its Restricted Subsidiaries as a whole.
 
     "Restricted Subsidiary" means any Subsidiary which owns or leases (as
lessor or lessee) a Principal Property, but such term does not include Union
Pacific Railroad Company or any other Subsidiary which is principally a common
carrier by rail or truck or any Subsidiary the principal business of which is
leasing machinery, equipment, vehicles or other properties none of which is a
Principal Property, or financing accounts receivable, or engaging in ownership
and development of any real property which is not a Principal Property.
 
     "Subsidiary", when used with respect to the Company, means any corporation
of which a majority of the outstanding voting stock is owned, directly or
indirectly, by the Company or by one or more other Subsidiaries, or both.
 
                                        7
   9
 
COVENANTS
 
     The Indenture contains the covenants summarized below, which will be
applicable (unless waived or amended) so long as any of the Debt Securities are
outstanding, unless stated otherwise in the Prospectus Supplement.
 
     Limitation on Liens.  (a) The Company will not, nor will it permit any
Subsidiary to, create, assume, incur or suffer to exist any Mortgage upon any
stock or indebtedness of any Domestic Subsidiary, whether owned on the date of
the Indenture or thereafter acquired, to secure any Debt of the Company or any
other person (other than the Debt Securities), without in any such case making
effective provision whereby all the outstanding Debt Securities shall be
directly secured equally and ratably with such Debt. There will be excluded from
this restriction any Mortgage upon stock or indebtedness of a corporation
existing at the time such corporation becomes a Domestic Subsidiary or at the
time stock or indebtedness of a Domestic Subsidiary is acquired and any
extension, renewal or replacement of any such Mortgage.
 
     (b) The Company will not, nor will it permit any Restricted Subsidiary to,
create, assume, incur or suffer to exist any Mortgage upon any Principal
Property, whether owned or leased on the date of the Indenture, or thereafter
acquired, to secure any Debt of the Company or any other person (other than the
Debt Securities), without in any such case making effective provision whereby
all the outstanding Debt Securities shall be directly secured equally and
ratably with such Debt.
 
     There will be excluded from the restriction referred to in the next
preceding paragraph (i) any Mortgage upon property owned or leased by a
corporation existing at the time such corporation becomes a Restricted
Subsidiary, (ii) any Mortgage upon property existing at the time of the
acquisition thereof or to secure payment of any part of the purchase price
thereof or any Debt incurred to finance the purchase thereof, (iii) any Mortgage
upon property to secure any part of the cost of exploration, drilling,
development, construction, alteration, repair or improvement of such property,
or Debt incurred to finance such cost, (iv) any Mortgage securing Debt of a
Restricted Subsidiary owing to the Company or to another Restricted Subsidiary,
(v) any Mortgage existing on the date of the Indenture, and (vi) any extension,
renewal or replacement, in whole or in part, of any Mortgage referred to in the
foregoing clauses (i) through (v); provided however, that the principal amount
of Debt secured thereby shall not exceed the principal amount of Debt so secured
at the time of such extension, renewal or replacement; and provided further,
that such Mortgage shall be limited to all or such part of the property which
secured the Mortgage so extended, renewed or replaced. Notwithstanding the
foregoing, the Company may, and may permit any Restricted Subsidiary to, create,
assume, incur or suffer to exist any Mortgage upon any Principal Property which
is not excepted by clauses (i) through (vi) above without equally and ratably
securing the Debt Securities, provided that the aggregate amount of all Debt
then outstanding secured by such Mortgage and all similar Mortgages does not
exceed 10% of the total consolidated stockholders' equity (including preferred
stock) of the Company as shown on the audited consolidated balance sheet
contained in the latest annual report to stockholders of the Company.
 
     For the purpose of the restriction referred to in the second preceding
paragraph, no Mortgage to secure any Debt will be deemed created by (i) the sale
or other transfer of (A) any oil or gas or minerals in place for a period of
time until, or in an amount such that, the purchaser will realize therefrom a
specified amount of money (however determined) or a specified amount of such oil
or gas or minerals, or (B) any other interest commonly referred to as a
"production payment", and (ii) any Mortgage in favor of the United States (or
any State thereof), or any other country, or any political subdivision of any of
the foregoing, to secure partial, progress, advance or other payments pursuant
to any contract or statute, or any Mortgage upon property intended to be used
primarily for the purpose of or in connection with air or water pollution
control. (Section 1006)
 
     Limitation on Transfers of Principal Properties to Unrestricted
Subsidiaries.  The Company will not, nor will it permit any Restricted
Subsidiary to, sell, transfer or otherwise dispose of any Principal Property to
any Subsidiary which is not a Restricted Subsidiary other than for cash or other
consideration which, in the opinion of the Company's Board of Directors,
constitutes fair value for such Principal Property. (Section 1007)
 
                                        8
   10
 
CONSOLIDATION, MERGER, SALE OR CONVEYANCE
 
     The Indenture provides that the Company may not consolidate with or merge
into any other corporation or convey or transfer its properties and assets
substantially as an entirety to any person, unless (i) the successor corporation
shall be a corporation organized and existing under the laws of the United
States or any State thereof or the District of Columbia, and shall expressly
assume by a supplemental indenture the due and punctual payment of the principal
of, any premium on, and any interest on, all the outstanding Debt Securities and
the performance of every covenant in the Indenture on the part of the Company to
be performed or observed; (ii) immediately after giving effect to such
transaction, no Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have happened and be
continuing; and (iii) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance or transfer and such supplemental indenture
comply with the foregoing provisions relating to such transaction. (Section 801)
In case of any such consolidation, merger, conveyance or transfer, such
successor corporation will succeed to and be substituted for the Company as
obligor on the Debt Securities, with the same effect as if it had been named in
the Indenture as the Company. (Section 802) Other than the restrictions on
Mortgages described above, the Indenture and the Debt Securities do not contain
any covenants or other provisions designed to protect holders of Debt Securities
in the event of a highly leveraged transaction involving the Company or any
Subsidiary.
 
EVENTS OF DEFAULT; WAIVER AND NOTICE THEREOF; DEBT SECURITIES IN FOREIGN
CURRENCIES
 
     As to any series of Debt Securities, an Event of Default is defined in the
Indenture as (a) default for 30 days in payment of any interest on the Debt
Securities of such series; (b) default in payment of principal of or any premium
on the Debt Securities of such series at maturity; (c) default in payment of any
sinking or purchase fund or analogous obligation, if any, on the Debt Securities
of such series; (d) default by the Company in the performance of any other
covenant or warranty contained in the Indenture for the benefit of such series
which shall not have been remedied for a period of 90 days after notice is given
as specified in the Indenture; and (e) certain events of bankruptcy, insolvency
and reorganization of the Company. (Section 501)
 
     A default under other indebtedness of the Company will not be a default
under the Indenture and a default under one series of Debt Securities will not
necessarily be a default under another series. 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
 
                                        9
   11
 
of default in the payment of principal of, any premium on, or any interest on,
any of the Debt Securities, or default in the payment of any sinking or purchase
fund installment or analogous obligations, the Trustee shall be protected in
withholding such notice if it in good faith determines that the withholding of
such notice is in the interests of the holders of the Debt Securities of such
series. (Section 602)
 
     No holder of any Debt Securities of any series may institute any action
under the Indenture unless (a) such holder shall have given the Trustee written
notice of a continuing Event of Default with respect to such series, (b) the
holders of not less than 25% in aggregate principal amount of the Debt
Securities of such series then outstanding shall have requested the Trustee to
institute proceedings in respect of such Event of Default, (c) such holder or
holders shall have offered the Trustee such reasonable indemnity as the Trustee
may require, (d) the Trustee shall have failed to institute an action for 60
days thereafter and (e) no inconsistent direction shall have been given to the
Trustee during such 60-day period by the holders of a majority in aggregate
principal amount of Debt Securities of such series. (Section 507)
 
     The holders of a majority in aggregate principal amount of the Debt
Securities of any series affected and then outstanding will have the right,
subject to certain limitations, to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee with respect to such series of Debt
Securities. (Section 512) The Indenture provides that, in case an Event of
Default shall occur and be continuing, the Trustee, in exercising its rights and
powers under the Indenture, will be required to use the degree of care of a
prudent man in the conduct of his own affairs. (Section 601) The Indenture
further provides that the Trustee shall not be required to expend or risk its
own funds or otherwise incur any financial liability in the performance of any
of its duties under the Indenture unless it has reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or
liability is reasonably assured to it. (Section 601)
 
     The Company must furnish to the Trustee within 120 days after the end of
each fiscal year a statement signed by one of certain officers of the Company to
the effect that a review of the activities of the Company during such year and
of its performance under the Indenture and the terms of the Debt Securities has
been made, and, to the best of the knowledge of the signatories based on such
review, the Company has complied with all conditions and convenants of the
Indenture or, if the Company is in default, specifying such default. (Section
1004)
 
     If any Debt Securities are denominated in a coin or currency other than
that of the United States, then for the purposes of determining whether the
holders of the requisite principal amount of Debt Securities have taken any
action as herein described, the principal amount of such Debt Securities shall
be deemed to be that amount of United States dollars that could be obtained for
such principal amount on the basis of the spot rate of exchange into United
States dollars for the currency in which such Debt Securities are denominated
(as evidenced to the Trustee by an Officers' Certificate) as of the date the
taking of such action by the holders of such requisite principal amount is
evidenced to the Trustee as provided in the Indenture. (Section 104)
 
     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
 
                                       10
   12
 
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 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
 
     Chemical Bank 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. Chemical Bank 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.
 
                                       11
   13
 
                         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.
 
                                       12
   14
 
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.
 
                                       13
   15
 
     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.
 
                                       14
   16
 
                          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 April 25, 1995, an aggregate of 205,284,153 shares of
Common Stock were outstanding.
 
DIVIDENDS
 
     Subject to the rights of holders of any Preferred Stock which may be
issued, the holders of Common Stock are entitled to receive dividends when, as
and if declared by the Board of Directors out of any funds legally available
therefor. The Company may not pay dividends on Common Stock (other than
dividends payable in Common Stock or any other class or classes of stock junior
in rank to the Preferred Stock as to dividends or upon liquidation) unless all
dividends accrued on outstanding Preferred Stock have been paid or declared and
set apart for payment.
 
VOTING RIGHTS
 
     Except in the election of directors, holders of Common Stock are entitled
to one vote for each share held. Holders of Common Stock possess cumulative
voting rights in the election of directors. Accordingly, in the election of
directors each holder may accumulate his or her votes by giving one candidate as
many votes as shall equal the number of directors then being elected multiplied
by the number of his or her shares, or by distributing such votes on the same
principle among any number of such candidates. The Board of Directors is divided
into three classes with each class elected for successive three-year terms.
Except as provided in the related Prospectus Supplement, any series of Preferred
Stock will be entitled, with certain exceptions, to vote together with the
holders of Common Stock as one class. See "Description of Preferred
Stock -- Voting Rights."
 
LIQUIDATION RIGHTS
 
     Any Preferred Stock would be senior to the Common Stock as to distributions
upon liquidation, dissolution or winding up of the Company. After distribution
in full of the preferential amounts to be distributed to holders of Preferred
Stock, holders of Common Stock will be entitled to receive all remaining assets
of the Company available for distribution to stockholders in the event of
voluntary or involuntary liquidation.
 
CERTAIN TRANSACTIONS
 
     The Company's Revised Articles of Incorporation provide for certain voting
rights for the holders of the Company's voting stock (including Common Stock) in
the case of certain transactions between the Company and a beneficial owner of
more than 10% of the Company's voting stock. See "Description of Preferred Stock
- -- Certain Transactions."
 
MISCELLANEOUS
 
     The Common Stock is not redeemable, has no preemptive or conversion rights
and is not liable for further assessments or calls. All shares of Common Stock
offered hereby will be fully paid and nonassessable.
 
TRANSFER AGENT AND REGISTRAR
 
     First Chicago Trust Company of New York will be the transfer agent and
registrar for the Common Stock until May 22, 1995, and thereafter Harris Trust &
Savings Bank will be such transfer agent and registrar. The Common Stock is
listed on the New York Stock Exchange.
 
                                       15
   17
 
                       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
Chemical Bank, 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
 
                                       16
   18
 
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
 
                                       17
   19
 
do so and may discontinue any market making at any time without notice. No
assurance can be given as to the liquidity of the trading market for any Offered
Securities.
 
                                 LEGAL OPINIONS
 
     The validity of the Offered Securities will be passed upon for the Company
by Richard J. Ressler, Esquire, Assistant General Counsel of the Company, and
for the underwriters, dealers or agents, if any, by Cravath, Swaine & Moore,
Worldwide Plaza, 825 Eighth Avenue, New York, N.Y. 10019, unless otherwise
specified in the Prospectus Supplement. Mr. Ressler owns 5,141 shares of Common
Stock, including retention and restricted shares granted under the Company's
1993 Stock Option and Retention Stock Plan and 1990 Retention Stock Plan, and
holds options to purchase 47,350 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, 1994 and 1993 and for each of the years in the three-year
period ended December 31, 1994, incorporated in this Prospectus by reference
from Company's Annual Report on Form 10-K for the year ended December 31, 1994,
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.
 
                                       18
   20
 
- ------------------------------------------------------
- ------------------------------------------------------
 
  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.........    12
Description of Common Stock............    15
Description of Securities Warrants.....    16
Plan of Distribution...................    17
Legal Opinions.........................    18
Experts................................    18

- ------------------------------------------------------
- ------------------------------------------------------
 
- ------------------------------------------------------
- ------------------------------------------------------
 
                       [LOGO] Union Pacific Corporation

             ------------------------------------------------------
                                Debt Securities
                                Preferred Stock
                                  Common Stock
                              Securities Warrants
             ------------------------------------------------------

                            ------------------------
                                   PROSPECTUS
                            ------------------------

- ------------------------------------------------------
- ------------------------------------------------------
   21
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*

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

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

         
   1.1     --  Form of Underwriting Agreement.
   3.1     --  Revised Articles of Incorporation of Union Pacific Corporation, as amended
               through April 17, 1992, incorporated by reference to Exhibit 3(a) to the
               Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1992.
  *3.2     --  Form of Certificate of Amendment for Preferred Stock.
   3.3     --  By-laws of Union Pacific Corporation, as amended effective as of January 26,
               1995, incorporated by reference to Exhibit 3(b) to the Company's Annual Report
               on Form 10-K for the fiscal year ended December 31, 1994.
   4.1     --  Form of Indenture.
  *4.2     --  Form of Warrant Agreement.
   4.3     --  Form of Debt Security.

                                      II-1
   22

         
   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, 1994 and Exhibit 12 to the Company's Quarterly Report on Form 10-Q
               for the quarter ended March 31, 1995.
  23       --  Consent of Deloitte & Touche LLP.
  24       --  Powers of Attorney.
  25       --  Statement on Form T-1 of the eligibility of Chemical Bank under the Indenture.

- ---------------
* To be filed by amendment or incorporated herein by reference.
 
ITEM 17. UNDERTAKINGS
 
     The Company hereby undertakes:
 
          (1) To file, during any period in which offers or sales are being made
     of the securities registered hereby, a post-effective amendment to this
     Registration Statement (i) to include any prospectus required by Section
     10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus
     any facts or events arising after the effective date of this Registration
     Statement (or the most recent post-effective amendment thereof) which,
     individually or in the aggregate, represent a fundamental change in the
     information set forth in the Registration Statement; and (iii) to include
     any material information with respect to the plan of distribution not
     previously disclosed in the Registration Statement or any material change
     to such information in the Registration Statement; provided, however, that
     the undertakings set forth in clauses (i) and (ii) above do not apply if
     the information required to be included in a post-effective amendment by
     those clauses is contained in periodic reports filed by the Company
     pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
     are incorporated by reference in this Registration Statement;
 
          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof;
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering; and
 
          (4) That, for the purposes of determining any liability under the
     Securities Act of 1933, each filing of the Company's annual report pursuant
     to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
     incorporated by reference in this Registration Statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.
 
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described under Item 15 above or otherwise,
the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted against
the Company by such director, officer or controlling person in connection with
the securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
 
                                      II-2
   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
12th day of May, 1995.
 
                                          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 12th day of
May, 1995, 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/  L. WHITE MATTHEWS, III          Executive Vice President --Finance and
- ---------------------------------------------     Director (Principal Financial Officer)
          (L. White Matthews, III)

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

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

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

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

                          *                     Director and President
- ---------------------------------------------
            (Richard K. Davidson)

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

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

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

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

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

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

                                      II-3
   24

                  SIGNATURE                                         TITLE
- ---------------------------------------------   ----------------------------------------------

                      *                         Director
- ---------------------------------------------
            (Claudine B. Malone)
                     
                      *                         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-4
   25
                                 EXHIBIT INDEX

  Exhibit
  Number                                                                                              Page
  ------                                                                                              ----
                                                                                             
   1.1            --   Form of Underwriting Agreement.

   3.1            --   Revised  Articles of Incorporation of Union Pacific Corporation, as amended
                       through April 17,  1992, incorporated by  reference to Exhibit 3(a)  to the
                       Company's  Quarterly Report on  Form 10-Q  for the quarter  ended March 31,
                       1992.

  *3.2            --   Form of Certificate of Amendment for Preferred Stock.

   3.3            --   By-laws  of  Union  Pacific  Corporation,  as    amended  effective  as  of
                       January 26,  1995,  incorporated  by   reference  to  Exhibit 3(b)  to  the
                       Company's   Annual  Report   on  Form 10-K  for   the  fiscal   year  ended
                       December 31, 1994.

   4.1            --   Form of Indenture.

  *4.2            --   Form of Warrant Agreement.

   4.3            --   Form of Debt Security.

   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, 1994 and  Exhibit 12 to  the Company's
                       Quarterly Report on Form 10-Q for the quarter ended March 31, 1995.

  23              --   Consent of Deloitte & Touch LLP.

  24              --   Powers of Attorney.

  25              --   Statement  on  Form T-1  of  the eligibility  of  Chemical  Bank under  the
                       Indenture.

- ---------------
* To be filed by amendment or incorporated herein by reference.
   1
                                                                        Ex 1.1

                            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 Chemical Bank, 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 May 12,
                  1995 and has become 
   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

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

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

                  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

                  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

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

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

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

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

   8

                           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
                           effective under the Act, and, to the best of the
                           knowledge of such counsel, no stop order suspending
                           the effectiveness of the Registration State-

   9

                           ment or of any part thereof has been issued and no
                           proceedings for that purpose have been instituted or
                           are pending or contemplated under the Act;

                                    (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 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 

   10

                           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 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 

   11

                  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
                           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 

   12

                                    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 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

   13

                           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 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 

   14

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 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 

   15

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 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 

   16

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 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 

   17

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
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 

   18

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

                                                                         , 1995

Union Pacific Corporation
Eighth and Eaton Avenues
Bethlehem, Pennsylvania 18018

Attention:

Dear Sirs:

                  [On behalf of the several Underwriters named in Schedule A
hereto and for their respective accounts, we--We] offer to purchase, on and
subject to the terms and conditions of the Underwriting Agreement filed as an
exhibit to the Company's registration statement on Form S-3 (No. 33- ) (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 Representa- 
                                         tives or Underwriters]
                                         [On behalf of--themselves--
                                         itself--and as Representa-
                                         tive[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. 33-     ) (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
                                                                         Ex 4.1

                           UNION PACIFIC CORPORATION
                                      and

                                 CHEMICAL BANK,
                                    Trustee

                                   INDENTURE

                                  Dated as of

                 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  . . . . . . . . . . . . . . . . . . . . .            2
                          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  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            3
                          Defaulted Interest  . . . . . . . . . . . . . . . . . . . . . .            3
                          Depositary  . . . . . . . . . . . . . . . . . . . . . . . . . .            4
                          Domestic Subsidiary . . . . . . . . . . . . . . . . . . . . . .            4
                          Event of Default  . . . . . . . . . . . . . . . . . . . . . . .            4
                          Global Security . . . . . . . . . . . . . . . . . . . . . . . .
                          Holder  . . . . . . . . . . . . . . . . . . . . . . . . . . . .            4
                          Indenture, this Indenture . . . . . . . . . . . . . . . . . . .            4
                          Independent . . . . . . . . . . . . . . . . . . . . . . . . . .            4
                          Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . .            5
                          Interest Payment Date . . . . . . . . . . . . . . . . . . . . .            5
                          Maturity  . . . . . . . . . . . . . . . . . . . . . . . . . . .            5
                          Mortgage  . . . . . . . . . . . . . . . . . . . . . . . . . . .            5
                          Officers' Certificate . . . . . . . . . . . . . . . . . . . . .            5
                          Opinion of Counsel  . . . . . . . . . . . . . . . . . . . . . .            5
                          Original Issue Discount Security  . . . . . . . . . . . . . . .            6
                          Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . .            6
                          Paying Agent  . . . . . . . . . . . . . . . . . . . . . . . . .            7
                          Person  . . . . . . . . . . . . . . . . . . . . . . . . . . . .            7
                          Place of Payment  . . . . . . . . . . . . . . . . . . . . . . .            7
                          Predecessor Securities  . . . . . . . . . . . . . . . . . . . .            7
                          Principal Property  . . . . . . . . . . . . . . . . . . . . . .            7
                          Railroad  . . . . . . . . . . . . . . . . . . . . . . . . . . .            8
                          Redemption Date . . . . . . . . . . . . . . . . . . . . . . . .            8

   3

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

Section 102.     Compliance Certificates and
                            Opinions  . . . . . . . . . . . . . . . . . . . . . . . . . .           10
Section 103.     Form of Documents Delivered to
                            Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . .           11
Section 104.     Acts of Securityholders  . . . . . . . . . . . . . . . . . . . . . . . .           12
Section 105.     Notices, etc., to Trustee and
                            Company . . . . . . . . . . . . . . . . . . . . . . . . . . .           13
Section 106.     Notices to Securityholders;
                            Waiver  . . . . . . . . . . . . . . . . . . . . . . . . . . .           14
Section 107.     Conflict with Trust
                            Indenture Act . . . . . . . . . . . . . . . . . . . . . . . .           15
Section 108.     Effect of Headings and Table of
                            Contents  . . . . . . . . . . . . . . . . . . . . . . . . . .           15
Section 109.     Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . .           15
Section 110.     Separability Clause  . . . . . . . . . . . . . . . . . . . . . . . . . .           15
Section 111.     Benefits of Indenture  . . . . . . . . . . . . . . . . . . . . . . . . .           15
Section 112.     Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           15
Section 113.     Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           15
Section 114.     Judgment Currency  . . . . . . . . . . . . . . . . . . . . . . . . . . .           15

                                                             ARTICLE TWO

                                                            Security Forms

Section 201.     Forms Generally  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           16
Section 202.     Forms of Securities  . . . . . . . . . . . . . . . . . . . . . . . . . .           17
Section 203.     Form of Trustee's Certificate of
                            Authentication  . . . . . . . . . . . . . . . . . . . . . . .           17

                                       ii

   4

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

                                                            ARTICLE THREE

                                                            The Securities

Section 301.     General Title; General Limitations;
                            Issuable in Series; Terms of
                            Particular Series . . . . . . . . . . . . . . . . . . . . . .           20
Section 302.     Denominations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           23
Section 303.     Execution, Authentication and
                            Delivery and Dating . . . . . . . . . . . . . . . . . . . . .           24
Section 304.     Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . .           26
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  . . . . . . . . . . . . . . . . . . . . . . . . .           31
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 . . . . . . . . . . . . . . . . . . . . . . .           34
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

                                      iii
   5

                                                                                                   PAGE
                                                                                              
Section 503.     Collection of Indebtedness and
                            Suits for Enforcement by
                             Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . .           40
Section 504.     Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . .           41
Section 505.     Trustee May Enforce Claims Without
                            Possession of Securities  . . . . . . . . . . . . . . . . . .           42
Section 506.     Application of Money Collected . . . . . . . . . . . . . . . . . . . . .           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  . . . . . . . . . . . . . . . . . . . . . . . .           53
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 . . . . . . . . . . . . . . . . . . . . . . .           56
Section 614.     Appointment of Authenticating Agent  . . . . . . . . . . . . . . . . . .           61

                                       iv
   6

                                                                                                   Page

                                                           ARTICLE SEVEN

                                     Securityholders' Lists and Reports by Trustee and Company
   
Section 701.     Company to Furnish Trustee Names
                            and Addresses of Security-
                            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  . . . . . . . . . . . . . . . . . . . . . .           68
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  . . . . . . . . . . . . . . . . . . . . . . . . .           71
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  . . . . . . . . . . . . . . . . . . . .           73

                                       v
   7

                                                                                                   PAGE
                                                                                              
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.    Limitation on Transfers of Principal
                            Properties to Unrestricted
                            Subsidiaries  . . . . . . . . . . . . . . . . . . . . . . . .           78
Section 1008.    Waiver of Certain Covenants  . . . . . . . . . . . . . . . . . . . . . .           78

                                                            ARTICLE ELEVEN

                                                       Redemption of Securities

Section 1101.    Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . .           78
Section 1102.    Election to Redeem; Notice
                            to Trustee  . . . . . . . . . . . . . . . . . . . . . . . . .           79
Section 1103.    Selection by Trustee of Securities
                            to Be Redeemed  . . . . . . . . . . . . . . . . . . . . . . .           79
Section 1104.    Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . .           80
Section 1105.    Deposit of Redemption Price  . . . . . . . . . . . . . . . . . . . . . .           81
Section 1106.    Securities Payable on
                            Redemption Date . . . . . . . . . . . . . . . . . . . . . . .           81
Section 1107.    Securities Redeemed in Part  . . . . . . . . . . . . . . . . . . . . . .           81
Section 1108.    Provisions with Respect to any
                            Sinking Funds . . . . . . . . . . . . . . . . . . . . . . . .           81

                                       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
                          CHEMICAL BANK, a New York corporation, trustee
                          (hereinafter called the "Trustee"), is made and
                          entered into as of this         day of     , 199 .

                             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, 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;

   9
                                                                               2

                 (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 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.

   10
                                                                               3

                 "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 located at 450 West 33rd Street, New York, New York, 10001, attention:
Corporate Trust Administration.

                 "Debt" means indebtedness for money borrowed.

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

   11
                                                                               4

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

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

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

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

                 "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

   12
                                                                               5

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.

                 "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

   13
                                                                               6

Company.  Such counsel shall be acceptable to the Trustee, whose acceptance 
shall not be unreasonably withheld.

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

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

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

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

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

   14

                                                                               7

and deemed not to be Outstanding. In determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which a Responsible Officer assigned
to the corporate trust department of the Trustee knows to be owned by the
Company or any other obligor upon the Securities or any Affiliate of the Company
or such other obligor shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right to act as
owner with respect to such Securities and that the pledgee is not the Company or
any other obligor upon the Securities or any Affiliate of the Company or such
other obligor.

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

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

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

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

                 "Principal Property" means (i) any property owned or leased by
the Company or any Subsidiary, or any interest of the Company or any Subsidiary
in property, located within the United States of America or any State thereof
(including property located off the coast of the United States of America held
pursuant to lease from any Federal, State or other governmental body) which is
considered by the Company to be capable of producing oil or gas or minerals in
commercial quantities and (ii) any refinery, smelter or

   15
                                                                               8

processing or manufacturing plant owned or leased by the Company or any
Subsidiary and located within the United States of America or any State thereof,
except (a) facilities related thereto employed in transportation, distribution
or marketing or (b) any refinery, smelter or processing or manufacturing plant,
or portion thereof, which in the opinion of the Board of Directors is not a
principal plant in relation to the activities of the Company and its Restricted
Subsidiaries as a whole.

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

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

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

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

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

                 "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

   16
                                                                               9

such matter is referred because of his knowledge of and familiarity with the 
particular subject.

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

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

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

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

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

                 "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.

   17

                                                                              10

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

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

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

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

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

                 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.

   18
                                                                              11

                 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 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

   19
                                                                              12

reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.

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

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

   20
                                                                              13

individual signing such instrument or writing acknowledged to him the execution
thereof. Where such execution is by an officer of a corporation or a member of a
partnership, on behalf of such corporation or partnership, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and
date of the execution of any such instrument or writing, or the authority of the
person executing the same, may also be proved in any other manner which the
Trustee deems sufficient.

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

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

   21
                                                                              14

document provided or permitted by this Indenture to be made upon, given or 
furnished to, or filed with,

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

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

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

   22
                                                                              15

Trustee and the Company shall be deemed to be a sufficient giving of such
notice.

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

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

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

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

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

   23
                                                                              16

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

                                   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.

   24
                                                                              17

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

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

                 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.

                                                   CHEMICAL BANK,
                                                     as Trustee,

                                                     By:________________________
                                                          Authorized Officer

   25
                                                                              18

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

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

                 (c) (i) If any time the Depositary for a Global Security
notifies the Company that it is unwilling or unable to continue as Depositary
for such Global Security or if at any time the Depositary for the Securities for
such series ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, or other applicable statute or regulation, the
Company shall appoint a successor Depositary with respect to such Global
Security.

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                                                                              19

If a successor Depositary for such Global Security is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility, the Company will execute, and the Trustee or its agent,
upon receipt of a Company Request for the authentication and delivery of
individual Securities of such series in exchange for such Global Security, will
authenticate and deliver, individual Securities of such series of like tenor and
terms in an aggregate principal amount equal to the principal amount of the
Global Security in exchange for such Global Security.

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

                 (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.

   27
                                                                              20

                 (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.

                                  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

   28
                                                                              21

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;

                 (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

   29
                                                                              22

         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 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);

   30
                                                                              23

                 (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,

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

   31
                                                                              24

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 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

   32
                                                                              25

         have been established in conformity with the provisions of this 
         Indenture;

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

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

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

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

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

   33
                                                                              26

                 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 officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.
        
                 Section 304. Temporary Securities. Pending the preparation of
definitive Securities of any series, the Company may execute, and, upon receipt
of the documents required by Section 303, together with a Company Order, the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued and with such appropriate 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

   34
                                                                              27

Securities, or of Securities of a particular series, and for transfers of
Securities or of Securities of such series. Any such register shall be in
written form or in any other form capable of being converted into written form
within a reasonable time. At all reasonable times the information contained in
such register or registers shall be available for inspection by the Trustee at
the office or agency to be maintained by the Company as provided in Section
1002.

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

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

   35
                                                                              28

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
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.

   36
                                                                              29

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

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

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

                 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

   37
                                                                              30

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

   38
                                                                              31

transfer of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.

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

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

   39
                                                                              32

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 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

   40
                                                                              33

         thereafter repaid to the Company or discharged from such trust, as
         provided in Section 1003) have been delivered to the Trustee cancelled
         or for cancellation; or

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

                                  (i) have become due and payable, or

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

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

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                                                                              34

                 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.

                 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

   42
                                                                              35

                               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
                               delivered to the Trustee, together with any
                               funds deposited pursuant to clause (i) above,
                               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 maturity or date of
                               redemption thereof 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

   43
                                                                              36

Securities of such series at the time outstanding are to be redeemed prior to
their Stated Maturity, whether pursuant to any optional redemption provisions or
in accordance with any mandatory sinking fund requirement, the Company shall
make such arrangements as are satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company.

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

                                  ARTICLE FIVE

                                    Remedies

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

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

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

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

   44
                                                                              37

         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 such petition or to the appointment
         of a receiver, liquidator, assignee, trustee, sequestrator (or other

   45
                                                                              38

         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 principal amount as may be specified in the terms thereof)
of all the Securities then Outstanding and all accrued

   46
                                                                              39

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

   47
                                                                              40

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 other obligor upon the Securities of
such series and collect the money adjudged or decreed to be payable in the
manner

   48
                                                                              41

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 such payments directly to the
Securityholders, to pay to the Trustee any amount due to it for the reasonable

   49
                                                                              42

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

   50
                                                                              43

                 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 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

   51
                                                                              44

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

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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

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                                                                              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

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                                                                              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

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                                                                              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,

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

                 Section 608. Disqualification; Conflicting Interests. The
Trustee for the Securities of any series issued hereunder shall be subject to
the provisions of Section 310(b) of the Trust Indenture Act during the period of
time provided for therein. In determining whether the Trustee has a conflicting
interest as defined in Section 310(b) of the Trust Indenture Act with respect to
the Securities of any series, there shall be excluded for purposes of the
conflicting interest provisions of such Section 310(b) the Securities of every
other series issued under this Indenture and (a) the Indenture dated as of
December 27, 1990, between the Company and Chemical Bank, as Trustee; (b) the
Indenture of Trust dated as of June 1, 1983 between Uinta County, Wyoming and
Chemical Bank, as Trustee, under which $17,000,000 aggregate principal amount
of Floating Rate Monthly Demand Pollution Control Revenue Bonds (Champlin
Petroleum Company Project) Series 1983 have been issued, the payment of which
Bonds is supported by certain payment obligations of Champlin Petroleum Company
(which is now called Union Pacific Resources Company) ("Champlin") to Uinta
County and assigned by Uinta County to said Trustee under a Loan Agreement
dated as of June 1, 1983 between Uinta County, Champlin and the Company
relating to such Bonds, which payment obligations have been guaranteed by the
Company pursuant to such Loan Agreement; (c) the Indenture of Trust dated as
of June 1, 1983 between Lincoln County, Wyoming and Chemical Bank, as Trustee,
under which Wyoming and Chemical Bank, as Trustee, under which $3,100,000
aggregate principal amount of Floating Rate Monthly Demand Pollution Control
Revenue Bonds (Champlin Petroleum Company Project) Series 1983 have been issued
the payment of which Bonds is supported by certain payment obligations of
Champlin to Lincoln County and assigned by Lincoln County to said Trustee under
a Loan Agreement dated as of June 1, 1983 between Lincoln County, Champlin and
the Company relating to such Bonds, which payment obligations have been
guaranteed by the Company pursuant to such Loan Agreement; (d) the Trust
Indenture dated as of June 1, 1989 between the Port of Corpus Christi Authority
of Neuces County, Texas (the "Port") and Chemical Bank, as Trustee, under which
$40,000,000 aggregate principal amount of Variable Rate Demand Revenue
Refunding Bonds, Series 1989 (Union Pacific Corporation Project) have been
issued, the payment of which Bonds is supported by certain payment obligations
of the Company to the Port and assigned by the port to said Trustee under an
Installment Payment and Bond Amortization Agreement dated as of June 1, 1989
between the Port and the Company; (e) the Trust Indenture dated as of September
1, 1992 between the Port and Chemical Bank, as Trustee, under which $16,650,000
aggregate principal amount of Variable Rate Demand Revenue Refunding Bonds,
Series 1992 (Union Pacific Corporation Project) have been issued, the payment
of which Bonds is supported by certain payment obligations of the Company to
the Port and assigned by the Port to said Trustee under an Installment Payment
and Bond Amortization Agreement dated as of September 1, 1992 between the Port
and the Company; and (f) the Indenture, Deed of Trust and Security Agreement
dated as of July 15, 1983 between United States Trust Company of New York, as
Owner Trustee, and Chemical Bank, as Indenture Trustee, under which 12.05%
Loan Certificates due December 31, 2003 have been issued, the payment of which
Certificates is supported by certain rental obligations of Champlin to said
Owner Trustee and assigned by said Owner Trustee to said Indenture Trustee
under a Lease Agreement dated as of July 15, 1983 between Champlin and said
Owner Trustee, as supplemented, which rental obligations have been guaranteed
by the Company pursuant to a Guarantee Agreement dated as of July 15, 1983
between the Company and said Indenture Trustee. Nothing herein shall prevent
the Trustee from filing with the Commission the application referred to in the
second to last paragraph of Section 310(b) of the Trust Indenture Act.

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

                 Section 610. Resignation and Removal; Appointment of Successor.
(a) No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this

   59

Rider 51-A

                 (b) the Indenture of Trust dated as of June 1, 1983 between
Uinta County, Wyoming and Chemical Bank, as Trustee, under which 17,000,000
aggregate principal amount of Floating Rate Monthly Demand Pollution Control
Revenue Bonds (Champlin Petroleum Company Project) Series 1983 have been
issued, the payment of which Bonds is supported by certain payment obligations
of Champlin Petroleum Company (which is now called Union Pacific Resources
Company) ("Champlin") to Uinta County and assigned by Uinta County to said
Trustee under a Loan Agreement dated as of June 1, 1983 between Uinta County,
Champlin and the Company relating to such Bonds, which payment obligations have
been guaranteed by the Company pursuant to such Loan Agreement; (c) the
Indenture of Trust dated as of June 1, 1983 between Lincoln County, Wyoming and
Chemical Bank, as Trustee, under which Wyoming and Chemical Bank, as Trustee,
under which $3,100,000 aggregate principal amount of Floating rate Monthly
Demand Pollution Control Revenue Bonds (Champlin Petroleum Company Project)
Series 1983 have been issued, the payment of which Bonds is supported by
certain payment obligations of Champlin to Lincoln County and assigned by
Lincoln County to said Trustee under a Loan Agreement dated as of June 1, 1983
between Lincoln County, Champlin and the Company relating to such Bonds, which
payment obligations have been guaranteed by the Company pursuant to such Loan
Agreement; (d) the Trust Indenture dated as of June 1, 1989 between the Port of
Corpus Christi Authority of Neuces County, Texas (the "Port") and Chemical
Bank, as Trustee, under which $40,000,000 aggregate principal amount of
Variable Rate Demand Revenue Refunding Bonds, Series 1989 (Union Pacific
Corporation Project) have been issued, the payment of which Bonds is supported
by certain payment obligations of the Company to the Port and assigned by the
port to said Trustee under an Installment Payment and Bond Amortization
Agreement dated as of June 1, 1989 between the Port and the Company; (e) the
Trust Indenture dated as of September 1, 1992 between the Port and Chemical
Bank, as Trustee, under which $16,650,000 aggregate principal amount of
Variable Rate Demand Revenue Refunding Bonds, Series 1992 (Union Pacific
Corporation Project) have been issued, the payment of which Bonds is supported
by certain payment obligations of the Company to the Port and assigned by the
Port to said Trustee under an Installment Payment and Bond Amortization
Agreement dated as of September 1, 1992 between the Port and the Company; and
(f) the Indenture, Deed of Trust and Security Agreement dated as of July 15,
1983 between United States Trust Company of New York, as Owner Trustee, and
Chemical Bank, as Indenture Trustee, under which 12.05% Loan Certificates due
December 31, 2003 have been issued, the payment of which Certificates is
supported by certain rental obligations of Champlin to said Owner Trustee and
assigned by said Owner Trustee to said Indenture Trustee under a Lease
Agreement dated as of July 15, 1983 between Champlin and said Owner Trustee, as
supplemented, which rental obligations have been guaranteed by the Company
pursuant to a Guarantee Agreement dated as of July 15, 1983 between the Company
and said Indenture Trustee.

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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.

                 (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

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                                                                              53

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 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

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

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

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

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

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

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

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

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

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

   64
                                                                              56

                 any Person (other than the Company) who is liable thereon, and
                 (ii) the proceeds of the bona fide sale of any such claim by
                 the Trustee to a third person, and (iii) distributions made in
                 cash, securities or other property in respect of claims filed
                 against the Company in bankruptcy or receivership or in
                 proceedings for reorganization pursuant to the Federal
                 Bankruptcy Act or applicable State law;
        
                          (B) to realize, for its own account, upon any property
                 held by it as security for any such claim, if such property was
                 so held prior to the beginning of such 3-month period;

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

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

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

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

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

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

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

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

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

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

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

                 (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

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         Section 25(a) of the Federal Reserve Act, as amended, which is directly
         or indirectly a creditor of the Company; or

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

                 (c)  For the purposes of this Section only:

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

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

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

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

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

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

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under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

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

                 The Trustee agrees to pay to each Authenticating Agent 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:

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

                                            CHEMICAL BANK,

                                            as Trustee

                                              By:_________________________
                                                 As Authenticating Agent

                                              By:_________________________
                                                 Authorized Officer

                                  ARTICLE SEVEN

                      Securityholders' Lists and Reports by
                               Trustee and Company

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

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

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

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

                 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

   71
                                                                              63

furnished to it as provided in Section 701 upon receipt of a new list so 
furnished.

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

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

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

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

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be in violation of applicable law. Such written statement shall specify the
basis of such opinion. If the Commission, after opportunity for a hearing upon
the objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all Securityholders of such series or all Securityholders, as
the case may be, with reasonable promptness after the entry of such order and
the renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

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

                 Section 703. Reports by Trustee. (a) The term "reporting date"
as used in this Section means November 15. Within 60 days after the reporting
date in each year, beginning in 1995, 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,

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

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

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

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

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

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remaining unpaid at any time aggregate 10% or less of the principal amount of
the Securities Outstanding of such series at such time, such report to be
transmitted within 90 days after such time.

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

                 Section 704.  Reports by Company.  The Company will

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

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         Company pursuant to paragraphs (1) and (2) of this Section as may be
         required by rules and regulations prescribed from time to time by the
         Commission.

                                  ARTICLE EIGHT

                  Consolidation, Merger, Conveyance or Transfer

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

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

                 (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

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into which the Company is merged or to which such conveyance or transfer is made
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor
corporation had been named as the Company herein. In the event of any such
conveyance or transfer, the Company as the predecessor corporation may be
dissolved, wound up or liquidated at any time thereafter.

                                  ARTICLE NINE

                             Supplemental Indentures

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

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

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

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         sponding provision in any similar federal statute hereafter enacted; or

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

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

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

                 (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

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shall, without the consent of the Holder of each Outstanding Security affected 
thereby,

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

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

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

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

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

                 Section 903. Execution of Supplemental Indentures. In
executing, or accepting the additional

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

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

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

   80

                                                                              72

accordance with their terms and this Indenture, and will duly comply with all
the other terms, agreements and conditions contained in, or made in the
Indenture for the benefit of, the Securities of such series.

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

                 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

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                                                                              73

Agent shall agree with the Trustee, subject to the provisions of this Section,
that such Paying Agent will

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

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

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

                 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

   82
                                                                              74

Agent, before being required to make any such repayment, may at the expense of
the Company mail to the Holders of the Securities as to which the money to be
repaid was held in trust, as their names and addresses appear in the Security
Register, a notice that such moneys remain unclaimed and that, after a date
specified in the notice, which shall not be less than 30 days from the date on
which the notice was first mailed to the Holders of the Securities as to which
the money to be repaid was held in trust, any unclaimed balance of such moneys
then remaining will be paid to the Company free of the trust formerly impressed
upon it.

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

                 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. (a) The Company will not,
nor will it permit any Subsidiary to, create, assume, incur or suffer to exist
any Mortgage upon any stock or indebtedness, whether owned on the date of this
Indenture or hereafter acquired, of any Domestic Subsidiary, to secure any Debt
of the Company or any other Person (other than the Securities), without in any
such case making

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                                                                              75

effective provision whereby all of the Securities Outstanding shall be directly
secured equally and ratably with such Debt, excluding, however, from the
operation of the foregoing provisions of this Subsection (a) any Mortgage upon
stock or indebtedness of any corporation existing at the time such corporation
becomes a Domestic Subsidiary, or existing upon stock or indebtedness of a
Domestic Subsidiary at the time of acquisition of such stock or indebtedness,
and any extension, renewal or replacement (or successive extensions, renewals or
replacements) in whole or in part of any such Mortgage; provided, however, that
the principal amount of Debt secured thereby shall not exceed the principal
amount of Debt so secured at the time of such extension, renewal or replacement;
and provided further, that such Mortgage shall be limited to all or such part of
the stock or indebtedness which secured the Mortgage so extended, renewed or
replaced.

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

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

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

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

   84
                                                                              76

         or improvement for the purpose of financing all or any part of such 
         cost;

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

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

                 (vi) any extension, renewal or replacement (or successive
         extensions, renewals or replacements) in whole or in part of any
         Mortgage referred to in the foregoing clauses (i) to (v), inclusive;
         provided, however, that the principal amount of Debt secured thereby
         shall not exceed the principal amount of Debt so secured at the time of
         such extension, renewal or replacement; and provided further, that such
         Mortgage shall be limited to all or such part of the property which
         secured the Mortgage so extended, renewed or replaced (plus
         improvements on such property).

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

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

                 (ii) any Mortgage in favor of the United States of America or
         any State thereof, or any other country, or any political subdivision 
         of any of the foregoing, to

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                                                                              77

         secure partial, progress, advance or other payments pursuant to the
         provisions of any contract or statute, or any Mortgage upon property of
         the Company or a Restricted Subsidiary intended to be used primarily
         for the purpose of or in connection with air or water pollution
         control, provided that no such Mortgage shall extend to any other
         property of the Company or any Restricted Subsidiary.

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

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

                                 ARTICLE ELEVEN

                            Redemption of Securities

                 Section 1101. Applicability of Article. The Company may reserve
the right to redeem and pay before Stated Maturity all or any part of the
Securities of any series, either by optional redemption, sinking or purchase
fund or analogous obligation or otherwise, by provision therefor in the form of
Security for such series established and approved pursuant to Section 202 and on
such terms as are specified in such form or in the Board Resolution or 
indenture supplemental hereto with respect to Securities of such series as 
provided in Section 301. Redemption of Securities of any series

   86
                                                                              78

shall be made in accordance with the terms of such Securities and, to the extent
that this Article does not conflict with such terms, the succeeding Sections of
this Article.

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

                 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.

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                                                                              79

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

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

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

   88
                                                                              80

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

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

   89
                                                                              81

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
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

   90
                                                                              82

Section 1106) for the redemption of Securities in part at the option of the
Company. Any sinking fund moneys not so applied or allocated by the Trustee to
the redemption of Securities of such series shall be added to the next cash
sinking fund payment with respect to Securities of such series received by the
Trustee and, together with such payment, shall be applied in accordance with the
provisions of this Section 1108. Any and all sinking fund moneys with respect to
Securities of any series held by the Trustee at the Maturity of Securities of
such series, and not held for the payment or redemption of particular Securities
of such series, shall be applied by the Trustee, together with other moneys, if
necessary, to be deposited sufficient for the purpose, to the payment of the
principal of the Securities of such series at Maturity.

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

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

                                                 UNION PACIFIC CORPORATION,

                                                    by

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

Attest:

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

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                                                                              83

                                                  CHEMICAL BANK,

                                                    by

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

Attest:

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

   92
                                                                              84

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

                 On the       day of               , 1995 before me 
personally came                     , to me known, who, being by me duly sworn, 
did depose and say that he resides at                    ; that he is  
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.

                                                  ------------------------------
                                                   Name

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

   93
                                                                              85

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

                 On the      day of                , 1995 before me 
personally came                           , to me known, who, being by me duly 
sworn, did depose and say that he resides at               ; that he is     
of Chemical Bank, 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.

                                                  ------------------------------
                                                   Name

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

   1
                                                                          Ex 4.3

                 [Unless this certificate is presented by an authorized
representative of [Depositary], to the issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of [Nominee] or such other name as is requested by an authorized
representative of [Depositary] (and any payment is made to [Nominee] or to such
other entity as is requested by an authorized representative of [Depositary]),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL since the registered owner hereof, [Nominee], has an
interest herein.]

[THIS SECURITY IS A GLOBAL SECURITY AS REFERRED TO IN THE INDENTURE HEREINAFTER
REFERENCED.  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]

                           UNION PACIFIC CORPORATION
                         [DESIGNATION OF DEBT SECURITY]

REGISTERED                                                   $[PRINCIPAL AMOUNT]

NO. R-                                                      CUSIP [CUSIP NUMBER]

                 UNION PACIFIC CORPORATION, a corporation duly organized and
existing under the laws of the State of Utah (herein called the "Company",
which term includes any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to

                                    [Holder]

or registered assigns, the principal sum of $[principal amount] at the office
or agency of the Company in the Borough of Manhattan, The City of New York, on
[Maturity Date] in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and private
debts, and to pay interest on said principal sum [refer to interest period] on
[interest payment date(s)] of each year, commencing [initial interest payment
date], at said office or agency, in like
   2
                                                                               2

coin or currency, at the rate per annum specified in the title hereof, from the
[interest payment date(s)], as the case may be, next preceding the date of this
[Debt Security] to which interest on the [Debt Securities] has been paid or
duly provided for (unless the date hereof is the date to which interest on the
[Debt Securities] has been paid or duly provided for, in which case from the
date of this [Debt Security]), or, if no interest has been paid on the [Debt
Securities] or duly provided for, from [Date of Debt Security] until payment of
said principal sum has been made or duly provided for.  Notwithstanding the
foregoing, if the date hereof is after the [record date(s)] and before the next
succeeding [interest payment date(s)], this [Debt Security] shall bear interest
from such [interest payment date(s)], as the case may be; provided, however,
that if the Company shall default in the payment of interest due on such
[interest payment date(s)], then this [Debt Security] shall bear interest from
the next preceding [interest payment date(s)] to which interest on the [Debt
Securities] has been paid or duly provided for, or, if no interest has been
paid on the [Debt Securities] or duly provided for, from [Date of Debt
Security].  The interest so payable, and punctually paid or duly provided for,
on any [interest payment date(s)] will, except as provided in the Indenture
dated as of [date of Indenture] (herein called the "Indenture"), duly executed
and delivered by the Company and [Trustee], as Trustee (herein called the
"Trustee"), be paid to the Person in whose name this [Debt Security] (or one or
more Predecessor Securities) is registered at the close of business on the next
preceding [record date(s)], as the case may be (herein called the "Regular
Record Date"), whether or not a Business Day, and may, at the option of the
Company, be paid by check mailed to the registered address of such Person.  Any
such interest which is payable, but is not so punctually paid or duly provided
for, shall forthwith cease to be payable to the registered Holder on such
Regular Record Date and may be paid either to the Person in whose name this
[Debt Security] (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of [Debt Securities] not less than 10 days prior to such Special Record Date,
or may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the [Debt Securities] may be
listed and upon such notice as may be required by such exchange, if such manner
of payment shall be deemed practical by the Trustee, all as more fully provided
in the
   3
                                                                               3

Indenture.  Notwithstanding the foregoing, in the case of interest payable at
Stated Maturity, such interest shall be paid to the same Person to whom the
principal hereof is payable.

                 [Trustee] will be the Paying Agent and the Security Registrar
with respect to the [Debt Securities].  The Company reserves the right at any
time to vary or terminate the appointment of any Paying Agent or Security
Registrar, to appoint additional or other Paying Agents and other Security
Registrars, which may include the Company, and to approve any change in the
office through which any Paying Agent or Security Registrar acts; provided that
there will at all times be a Paying Agent in The City of New York and there
will be no more than one Security Registrar for the [Debt Securities].

                 This [Debt Security] is one of the duly authorized issue of
debentures, notes, bonds or other evidences of indebtedness (hereinafter called
the "Securities") of the Company, of the series hereinafter specified, all
issued or to be issued under and pursuant to the Indenture, to which Indenture
and any other indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, obligations, duties
and immunities thereunder of the Trustee and any agent of the Trustee, any
Paying Agent, the Company and the Holders of the Securities and the terms upon
which the Securities are issued and are to be authenticated and delivered.

                 The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may
be subject to different redemption provisions (if any), may be subject to
different sinking, purchase or analogous funds (if any), may be subject to
different covenants and Events of Default and may otherwise vary as provided or
permitted in the Indenture.  This [Debt Security] is one of the series of
Securities of the Company issued pursuant to the Indenture and designated as
the [Designation of Debt Securities] (herein called the "[Debt Securities]"),
limited in aggregate principal amount to $[Principal Amount].

                 [The [Debt Securities] are not subject to redemption prior to
Maturity.]  [The [Debt Securities] are subject to redemption upon not less than
30 nor more than 60 days' notice by mail (1) at any time during each
   4
                                                                               4

twelve-month period ending [month and day of sinking fund period end date],
from and including the twelve-month period ending on [initial sinking fund
period end date] to and including the twelve-month period ending on [final
sinking fund period end date], through operation of the sinking fund for this
Series(including the optional sinking fund referred to below) at a Redemption
Price equal to 100% of the principal amount thereof, and (2) at any time on or
after [initial redemption date], as a whole or from time to time in part, at
the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount) if redeemed during the twelve-month period
commencing [month and day of initial redemption date] of the years indicated:

Year                           Redemption Price         Year                      Redemption Price
- ----                           ----------------         ----                      ----------------
                                                                          
[Year]  . . . . . . .     [Percentage of Principal]%    [Year]  . . . . .          [Percentage of
                                                                                    Principal]%
[Year]  . . . . . . .     [Percentage of Principal]%    [Year]  . . . . .
                                                                                   [Percentage of
                                                                                    Principal]%

[Year]  . . . . . . .     [Percentage of Principal]%    [Year]  . . . . .
                                                                                   [Percentage of
                                                                                    Principal]%

[Year]  . . . . . . .     [Percentage of Principal]%    [Year]  . . . . .
                                                                                   [Percentage of
                                                                                    Principal]%
[Year]  . . . . . . .     [Percentage of Principal]%    [Year]  . . . . .
                                                                                   [Percentage of
                                                                                    Principal]%

and thereafter at a Redemption Price equal to 100% of the principal amount
thereof, together in the case of any such redemption (whether through operation
of the sinking fund (including the optional sinking fund referred to below) or
otherwise) with accrued interest to the Redemption Date, but installments of
interest the Stated Maturity of which is on or prior to the Redemption Date
shall be payable to the Holders of such [Debt Securities] registered as such at
the close of business on the relevant Regular Record Dates referred to above,
all as provided in the Indenture.]

                 [The sinking fund for the [Debt Securities] provides for the
redemption at any time during each of the twelve-month periods referred to in
clause (1) of the next preceding paragraph of not less than $[mandatory sinking
   5
                                                                               5

fund payment amount] aggregate principal amount of [Debt Securities] (the
"mandatory sinking fund").  At its option, the Company may make an additional
sinking fund payment during each such twelve-month period to redeem up to an
additional $[optional sinking fund payment amount] aggregate principal amount
of [Debt Securities] (the "optional sinking fund").  The right to make such
optional sinking fund payments is not cumulative and to the extent not availed
of in any year will terminate.  The principal amount of [Debt Securities]
acquired or redeemed by the Company (other than through mandatory sinking fund
payments) may be credited, at the option of the Company, against subsequent
mandatory sinking fund payments otherwise required to be made at the principal
amount thereof, if not previously credited.]

                 [The Company shall give the Trustee at least 60 days' prior
written notice of any Redemption Date fixed by the Company for redemption of
[Debt Securities] of this series through operation of the sinking fund.
Nothing herein shall require the Company in any twelve-month period to redeem
[Debt Securities] of this series through operation of the mandatory sinking
fund or the optional sinking fund on the same Redemption Date.]

                 [In the event of redemption of this [Debt Security] in part
only, a new [Debt Security] or [Debt Securities] of this series for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon
the surrender hereof.]

                 If an Event of Default with respect to the [Debt Securities]
all of the [Debt Securities] may be declared due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture.

                 The Indenture permits, with certain exceptions as therein
provided, the Company and the Trustee to enter into supplemental indentures to
the Indenture for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of modifying in
any manner the rights of the Holders of the Securities of each series under the
Indenture with the consent of the Holders of not less than a majority in
principal amount of the Securities at the time Outstanding of each series to be
affected thereby on behalf of the Holders of all Securities of such series.
The Indenture also permits the Holders of a majority in principal amount of the
Securities at the time Outstanding of each series, on
   6
                                                                               6

behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
and their consequences with respect to such series under the Indenture.  Any
such consent or waiver by the Holder of this [Debt Security] shall be
conclusive and binding upon such Holder and upon all future Holders of this
[Debt Security] and of any [Debt Security] issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this [Debt Security] or such
other [Debt Securities].

                 No reference herein to the Indenture and no provision of this
[Debt Security] or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this [Debt Security] at the place, rate and respective times and in
the coin or currency herein and in the Indenture prescribed.

                 As provided in the Indenture and subject to the satisfaction
of certain conditions therein set forth, including the deposit of certain trust
funds in trust, the Company shall be deemed to have paid and discharged the
entire indebtedness represented by, and the obligations under, the Securities
of any series and to have satisfied all the obligations (with certain
exceptions) under the Indenture relating to the Securities of such series.

                 The [Debt Securities] are issuable in registered form without
coupons in denominations of $1,000 and any integral multiple of $1,000.  [Debt
Securities] may be exchanged for a like aggregate principal amount of [Debt
Securities] of other authorized denominations at the office or agency of the
Company in the Borough of Manhattan, The City of New York, designated for such
purpose and in the manner and subject to the limitations provided in the
Indenture.

                 Upon due presentment for registration of transfer of this
[Debt Security] at the office or agency of the Company in the Borough of
Manhattan, The City of New York designated for such purpose, a new [Debt
Security] or [Debt Securities] of authorized denominations for a like aggregate
principal amount will be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture.
   7
                                                                               7

                 No charge shall be made for any such transfer or exchange, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge imposed in connection therewith.

                 The Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this [Debt Security] is registered
as the owner hereof for all purposes, whether or not this [Debt Security] is
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

                 Unless otherwise defined herein, all terms used in this [Debt
Security] which are defined in the Indenture shall have the meanings assigned
to them in the Indenture.

                 This [Debt Security] shall be construed in accordance with and
governed by the laws of the State of New York.

                 Unless the certificate of authentication hereon has been
manually executed by or on behalf of the Trustee under the Indenture, this
[Debt Security] shall not be entitled to any benefits under the Indenture, or
be valid or obligatory for any purpose.

                 IN WITNESS WHEREOF, UNION PACIFIC CORPORATION has caused this
[Debt Security] to be duly executed.

Dated:[Date of                                     UNION PACIFIC CORPORATION
      [Debt Security]
                                                   by __________________________
                                                     Title:

[SEAL]

Attest: _____________________
           Title:
   8
                                                                               8

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                                   [Trustee], as Trustee,

                                                   by ________________________
                                                        Authorized Signatory
   9
                                                                               9

                          ___________________________

                                 ABBREVIATIONS

                 The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

         TEN COM--as tenants in common
         TEN ENT--as tenants by the entireties
         JT TEN--as joint tenants with right of survivorship and not as tenants
         in common
         UNIF GIFT MIN ACT--________________Custodian________________
                                  (Cust)                 (Minor)
                         Under Uniform Gifts to Minors Act

                         ________________________________________
                                       (State)

                   Additional abbreviations may also be used
                         though not in the above list.

                          ___________________________

                 FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfers unto

_________________________________ :                                            :

:
_________________________________:

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE:

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL
ZIP CODE OF ASSIGNEE:

_______________________________________________________________________________

__________________________________________________ the within [Debt Security]
and all rights thereunder, hereby irrevocably constituting and appointing

_____________________________  ______________________________________
   10
                                                                              10

attorney to transfer said [Debt Security] on the books of the Company, with
full power of substitution in the premises.

Dated:  _______________________

_______________________________
           Signature
(Signature must correspond with
the name as written upon the face
of the within instrument in every
particular, without alteration or
enlargement or any change whatever.)

   1
                                                                            Ex 5

                                [Letterhead of]

                           Union Pacific Corporation

Richard J. Ressler
Assistant General Counsel

                                                                    May 12, 1995

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 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"), Preferred Stock, and common stock, par value $2.50 per
share, (the "Common Stock") issuable upon conversion or exchange of Debt
Securities or Preferred Stock, and Preferred Stock upon exercise of Warrants
(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 Chemical Bank, 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
   2
                                                                               2

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 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

   3

                                                                               3

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
   1
                                                                           Ex 23

INDEPENDENT AUDITOR'S CONSENT

We consent to the incorporation by reference in this Registration Statement of
Union Pacific Corporation and subsidiary companies ("Union Pacific") on Form
S-3 of our report dated January 19, 1995, incorporated by reference in the
Annual Report on Form 10-K of Union Pacific for the year ended December 31,
1994 and to the reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
New York, New York

May 11, 1995
   1
                                                                           Ex 24

                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

                 KNOW ALL MEN BY THESE PRESENTS, that ROBERT P. BAUMAN, a
Director of Union Pacific Corporation, a Utah Corporation (the "Corporation"),
hereby appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS
E. WHITAKER, and each of them acting individually, his true and lawful
attorney, each with power to act without the other and full power of
substitution, to execute, deliver and file, for and on his behalf, and in his
name and in his capacity as Director, a Registration Statement on Form S-3 (or
other appropriate form) for filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and any other documents in
support thereof or supplemental or amendatory thereto, with respect to the
issuance of debentures, notes, and other debt obligations, preferred stock,
common stock issuable upon exchange or conversion of debt obligations or
preferred stock which, by their terms, are exchangeable for or convertible into
common stock, warrants or rights to purchase debt obligations or preferred
stock, and foreign exchange warrants, 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 16th day of March, 1995.

                                                   /s/ Robert P. Bauman         
                                                   -----------------------------
                                                   ROBERT P. BAUMAN
   2

                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

                 KNOW ALL MEN BY THESE PRESENTS, that RICHARD B. CHENEY, a
Director of Union Pacific Corporation, a Utah Corporation (the "Corporation"),
hereby appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS
E. WHITAKER, and each of them acting individually, his true and lawful
attorney, each with power to act without the other and full power of
substitution, to execute, deliver and file, for and on his behalf, and in his
name and in his capacity as Director, a Registration Statement on Form S-3 (or
other appropriate form) for filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and any other documents in
support thereof or supplemental or amendatory thereto, with respect to the
issuance of debentures, notes, and other debt obligations, preferred stock,
common stock issuable upon exchange or conversion of debt obligations or
preferred stock which, by their terms, are exchangeable for or convertible into
common stock, warrants or rights to purchase debt obligations or preferred
stock, and foreign exchange warrants, 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 16th day of March, 1995.

                                                   /s/ Richard B. Cheney        
                                                   -----------------------------
                                                   RICHARD B. CHENEY
   3

                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

                 KNOW ALL MEN BY THESE PRESENTS, that E. VIRGIL CONWAY, a
Director of Union Pacific Corporation, a Utah Corporation (the "Corporation"),
hereby appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS
E. WHITAKER, and each of them acting individually, his true and lawful
attorney, each with power to act without the other and full power of
substitution, to execute, deliver and file, for and on his behalf, and in his
name and in his capacity as Director, a Registration Statement on Form S-3 (or
other appropriate form) for filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and any other documents in
support thereof or supplemental or amendatory thereto, with respect to the
issuance of debentures, notes, and other debt obligations, preferred stock,
common stock issuable upon exchange or conversion of debt obligations or
preferred stock which, by their terms, are exchangeable for or convertible into
common stock, warrants or rights to purchase debt obligations or preferred
stock, and foreign exchange warrants, 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 16th day of March, 1995.

                                                   /s/ E. Virgil Conway         
                                                   -----------------------------
                                                   E. VIRGIL CONWAY
   4

                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

                 KNOW ALL MEN BY THESE PRESENTS, that RICHARD K. DAVIDSON, a
Director of Union Pacific Corporation, a Utah Corporation (the "Corporation"),
hereby appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS
E. WHITAKER, and each of them acting individually, his true and lawful
attorney, each with power to act without the other and full power of
substitution, to execute, deliver and file, for and on his behalf, and in his
name and in his capacity as Director, a Registration Statement on Form S-3 (or
other appropriate form) for filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and any other documents in
support thereof or supplemental or amendatory thereto, with respect to the
issuance of debentures, notes, and other debt obligations, preferred stock,
common stock issuable upon exchange or conversion of debt obligations or
preferred stock which, by their terms, are exchangeable for or convertible into
common stock, warrants or rights to purchase debt obligations or preferred
stock, and foreign exchange warrants, 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 16th day of March, 1995.

                                                   /s/ Richard K. Davidson      
                                                   -----------------------------
                                                   RICHARD K. DAVIDSON
   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 DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS
E. WHITAKER, and each of them acting individually, his true and lawful
attorney, each with power to act without the other and full power of
substitution, to execute, deliver and file, for and on his behalf, and in his
name and in his capacity as Director, a Registration Statement on Form S-3 (or
other appropriate form) for filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and any other documents in
support thereof or supplemental or amendatory thereto, with respect to the
issuance of debentures, notes, and other debt obligations, preferred stock,
common stock issuable upon exchange or conversion of debt obligations or
preferred stock which, by their terms, are exchangeable for or convertible into
common stock, warrants or rights to purchase debt obligations or preferred
stock, and foreign exchange warrants, 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 16th day of March, 1995.

                                                   /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 DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS
E. WHITAKER, and each of them acting individually, his true and lawful
attorney, each with power to act without the other and full power of
substitution, to execute, deliver and file, for and on his behalf, and in his
name and in his capacity as Director, a Registration Statement on Form S-3 (or
other appropriate form) for filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and any other documents in
support thereof or supplemental or amendatory thereto, with respect to the
issuance of debentures, notes, and other debt obligations, preferred stock,
common stock issuable upon exchange or conversion of debt obligations or
preferred stock which, by their terms, are exchangeable for or convertible into
common stock, warrants or rights to purchase debt obligations or preferred
stock, and foreign exchange warrants, 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 16th day of March, 1995.

                                                   /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 DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS
E. WHITAKER, and each of them acting individually, his true and lawful
attorney, each with power to act without the other and full power of
substitution, to execute, deliver and file, for and on his behalf, and in his
name and in his capacity as Director, a Registration Statement on Form S-3 (or
other appropriate form) for filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and any other documents in
support thereof or supplemental or amendatory thereto, with respect to the
issuance of debentures, notes, and other debt obligations, preferred stock,
common stock issuable upon exchange or conversion of debt obligations or
preferred stock which, by their terms, are exchangeable for or convertible into
common stock, warrants or rights to purchase debt obligations or preferred
stock, and foreign exchange warrants, 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 16th day of March, 1995.

                                                   /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 DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS
E. WHITAKER, and each of them acting individually, his true and lawful
attorney, each with power to act without the other and full power of
substitution, to execute, deliver and file, for and on his behalf, and in his
name and in his capacity as Director, a Registration Statement on Form S-3 (or
other appropriate form) for filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and any other documents in
support thereof or supplemental or amendatory thereto, with respect to the
issuance of debentures, notes, and other debt obligations, preferred stock,
common stock issuable upon exchange or conversion of debt obligations or
preferred stock which, by their terms, are exchangeable for or convertible into
common stock, warrants or rights to purchase debt obligations or preferred
stock, and foreign exchange warrants, 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 16th day of March, 1995.

                                                   /s/ Judith Richards Hope
                                                   -----------------------------
                                                   JUDITH RICHARDS HOPE
   9

                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

                 KNOW ALL MEN BY THESE PRESENTS, that LAWRENCE M. JONES, a
Director of Union Pacific Corporation, a Utah Corporation (the "Corporation"),
hereby appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS
E. WHITAKER, and each of them acting individually, his true and lawful
attorney, each with power to act without the other and full power of
substitution, to execute, deliver and file, for and on his behalf, and in his
name and in his capacity as Director, a Registration Statement on Form S-3 (or
other appropriate form) for filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and any other documents in
support thereof or supplemental or amendatory thereto, with respect to the
issuance of debentures, notes, and other debt obligations, preferred stock,
common stock issuable upon exchange or conversion of debt obligations or
preferred stock which, by their terms, are exchangeable for or convertible into
common stock, warrants or rights to purchase debt obligations or preferred
stock, and foreign exchange warrants, 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 16th day of March, 1995.

                                                   /s/ Lawrence M. Jones
                                                   -----------------------------
                                                   LAWRENCE M. JONES
   10

                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

                 KNOW ALL MEN BY THESE PRESENTS, that RICHARD J. MAHONEY, a
Director of Union Pacific Corporation, a Utah Corporation (the "Corporation"),
hereby appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS
E. WHITAKER, and each of them acting individually, his true and lawful
attorney, each with power to act without the other and full power of
substitution, to execute, deliver and file, for and on his behalf, and in his
name and in his capacity as Director, a Registration Statement on Form S-3 (or
other appropriate form) for filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and any other documents in
support thereof or supplemental or amendatory thereto, with respect to the
issuance of debentures, notes, and other debt obligations, preferred stock,
common stock issuable upon exchange or conversion of debt obligations or
preferred stock which, by their terms, are exchangeable for or convertible into
common stock, warrants or rights to purchase debt obligations or preferred
stock, and foreign exchange warrants, 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 16th day of March, 1995.

                                                   /s/ Richard J. Mahoney
                                                   -----------------------------
                                                   RICHARD J. MAHONEY
   11

                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

                 KNOW ALL MEN BY THESE PRESENTS, that CLAUDINE B. MALONE, a
Director of Union Pacific Corporation, a Utah Corporation (the "Corporation"),
hereby appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS
E. WHITAKER, and each of them acting individually, his true and lawful
attorney, each with power to act without the other and full power of
substitution, to execute, deliver and file, for and on his behalf, and in his
name and in his capacity as Director, a Registration Statement on Form S-3 (or
other appropriate form) for filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and any other documents in
support thereof or supplemental or amendatory thereto, with respect to the
issuance of debentures, notes, and other debt obligations, preferred stock,
common stock issuable upon exchange or conversion of debt obligations or
preferred stock which, by their terms, are exchangeable for or convertible into
common stock, warrants or rights to purchase debt obligations or preferred
stock, and foreign exchange warrants, 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 16th day of March, 1995.

                                                   /s/ Claudine B. Malone
                                                   -----------------------------
                                                   CLAUDINE B. MALONE
   12

                               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 DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS
E. WHITAKER, and each of them acting individually, his true and lawful
attorney, each with power to act without the other and full power of
substitution, to execute, deliver and file, for and on his behalf, and in his
name and in his capacity as Director, a Registration Statement on Form S-3 (or
other appropriate form) for filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and any other documents in
support thereof or supplemental or amendatory thereto, with respect to the
issuance of debentures, notes, and other debt obligations, preferred stock,
common stock issuable upon exchange or conversion of debt obligations or
preferred stock which, by their terms, are exchangeable for or convertible into
common stock, warrants or rights to purchase debt obligations or preferred
stock, and foreign exchange warrants, 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 16th day of March, 1995.

                                                   /s/ Jack L. Messman
                                                   -----------------------------
                                                   JACK L. MESSMAN
   13

                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

                 KNOW ALL MEN BY THESE PRESENTS, that JOHN R. MEYER, a Director
of Union Pacific Corporation, a Utah Corporation (the "Corporation"), hereby
appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS E.
WHITAKER, and each of them acting individually, his true and lawful attorney,
each with power to act without the other and full power of substitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity as Director, a Registration Statement on Form S-3 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to the issuance of
debentures, notes, and other debt obligations, preferred stock, common stock
issuable upon exchange or conversion of debt obligations or preferred stock
which, by their terms, are exchangeable for or convertible into common stock,
warrants or rights to purchase debt obligations or preferred stock, and foreign
exchange warrants, 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 16th day of March, 1995.

                                                   /s/ John R. Meyer
                                                   -----------------------------
                                                   JOHN R. MEYER
   14

                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

                 KNOW ALL MEN BY THESE PRESENTS, that THOMAS A. REYNOLDS, JR.,
a Director of Union Pacific Corporation, a Utah Corporation (the
"Corporation"), hereby appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L.
SWANTAK and THOMAS E. WHITAKER, and each of them acting individually, his true
and lawful attorney, each with power to act without the other and full power of
substitution, to execute, deliver and file, for and on his behalf, and in his
name and in his capacity as Director, a Registration Statement on Form S-3 (or
other appropriate form) for filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and any other documents in
support thereof or supplemental or amendatory thereto, with respect to the
issuance of debentures, notes, and other debt obligations, preferred stock,
common stock issuable upon exchange or conversion of debt obligations or
preferred stock which, by their terms, are exchangeable for or convertible into
common stock, warrants or rights to purchase debt obligations or preferred
stock, and foreign exchange warrants, 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 16th day of March, 1995.

                                                   /s/ Thomas A. Reynolds, Jr.
                                                   -----------------------------
                                                   THOMAS A. REYNOLDS, JR.
   15

                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

                 KNOW ALL MEN BY THESE PRESENTS, that JAMES D. ROBINSON, III, a
Director of Union Pacific Corporation, a Utah Corporation (the "Corporation"),
hereby appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS
E. WHITAKER, and each of them acting individually, his true and lawful
attorney, each with power to act without the other and full power of
substitution, to execute, deliver and file, for and on his behalf, and in his
name and in his capacity as Director, a Registration Statement on Form S-3 (or
other appropriate form) for filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and any other documents in
support thereof or supplemental or amendatory thereto, with respect to the
issuance of debentures, notes, and other debt obligations, preferred stock,
common stock issuable upon exchange or conversion of debt obligations or
preferred stock which, by their terms, are exchangeable for or convertible into
common stock, warrants or rights to purchase debt obligations or preferred
stock, and foreign exchange warrants, 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 16th day of March, 1995.

                                                   /s/ James D. Robinson, III
                                                   -----------------------------
                                                   JAMES D. ROBINSON, III
   16

                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

                 KNOW ALL MEN BY THESE PRESENTS, that ROBERT W. ROTH, a
Director of Union Pacific Corporation, a Utah Corporation (the "Corporation"),
hereby appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS
E. WHITAKER, and each of them acting individually, his true and lawful
attorney, each with power to act without the other and full power of
substitution, to execute, deliver and file, for and on his behalf, and in his
name and in his capacity as Director, a Registration Statement on Form S-3 (or
other appropriate form) for filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and any other documents in
support thereof or supplemental or amendatory thereto, with respect to the
issuance of debentures, notes, and other debt obligations, preferred stock,
common stock issuable upon exchange or conversion of debt obligations or
preferred stock which, by their terms, are exchangeable for or convertible into
common stock, warrants or rights to purchase debt obligations or preferred
stock, and foreign exchange warrants, 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 16th day of March, 1995.

                                                   /s/ Robert W. Roth
                                                   -----------------------------
                                                   ROBERT W. ROTH
   17

                               POWER OF ATTORNEY

                           UNION PACIFIC CORPORATION

                 KNOW ALL MEN BY THESE PRESENTS, that RICHARD D. SIMMONS, a
Director of Union Pacific Corporation, a Utah Corporation (the "Corporation"),
hereby appoints DREW LEWIS, L. WHITE MATTHEWS, III, JUDY L. SWANTAK and THOMAS
E. WHITAKER, and each of them acting individually, his true and lawful
attorney, each with power to act without the other and full power of
substitution, to execute, deliver and file, for and on his behalf, and in his
name and in his capacity as Director, a Registration Statement on Form S-3 (or
other appropriate form) for filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and any other documents in
support thereof or supplemental or amendatory thereto, with respect to the
issuance of debentures, notes, and other debt obligations, preferred stock,
common stock issuable upon exchange or conversion of debt obligations or
preferred stock which, by their terms, are exchangeable for or convertible into
common stock, warrants or rights to purchase debt obligations or preferred
stock, and foreign exchange warrants, 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 16th day of March, 1995.

                                                   /s/ Richard D. Simmons
                                                   -----------------------------
                                                   RICHARD D. SIMMONS
   1
       -------------------------------------------------------------------
                                                                     Ex 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) 
                                                        --------

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

                                  CHEMICAL BANK
               (Exact name of trustee as specified in its charter)

NEW YORK                                                              13-4994650
(State of incorporation                                         (I.R.S. employer
if not a national bank)                                      identification No.)

270 PARK AVENUE
NEW YORK, NEW YORK                                                         10017
(Address of principal executive offices)                              (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)

                  ---------------------------------------------
                            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.)

MARTIN TOWER
EIGHT AND EATON AVENUES
BETHLEHEM, PENNSYLVANIA                                                    18018
(Address of principal executive offices)                              (Zip Code)

                   -------------------------------------------
                                 DEBT SECURITIES
                       (Title of the indenture securities)

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

   2

                                     GENERAL

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. New York State Banking Department, State 
  
              House, Albany, New York  12110. Board of Governors of the Federal 
               
              Reserve System, Washington, D.C., 20551 Federal Reserve Bank of 
 
              New York, District No. 2, 33 Liberty Street, New York, N.Y.

              Federal Deposit Insurance Corporation, Washington, D.C., 20429.

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

              Yes.

Item 2.  Affiliations with the Obligor.

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

         None.

                                      - 2 -
   3

Item16.    List of Exhibits

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

           1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985 and December 2, 1991 (see Exhibit 1 to Form T-1 filed in
connection with Registration Statement No. 33-50010, which is incorporated by
reference).

           2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference).

           3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

           4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 33-84460, which is
incorporated by reference).

           5.  Not applicable.

           6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference).

           7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

           8.  Not applicable.

           9.  Not applicable.

                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Chemical Bank, a corporation organized and existing under the laws of
the State of New York, 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 9TH day of MAY, 1995.

                                  CHEMICAL BANK

                                       By /s/ W. B. Dodge
                                          ---------------------------------
                                              W. B. Dodge
                                              Vice President

                                      - 3 -
   4
                              Exhibit 7 to Form T-1

                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                                  Chemical Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                 at the close of business December 31, 1994, in
         accordance with a call made by the Federal Reserve Bank of this
        District pursuant to the provisions of the Federal Reserve Act.

                                                                       DOLLAR AMOUNTS
                     ASSETS                                              IN MILLIONS
                                                                         
Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin .................................                    $  6,291
     Interest-bearing balances .........................                       5,484
Securities:  ........................................... 
Held to maturity securities.............................                       6,313
Available for sale securities...........................                      16,699
Federal Funds sold and securities purchased under
     agreements to resell in domestic offices of the
     bank and of its Edge and Agreement subsidiaries,
     and in IBF's:
     Federal funds sold ................................                       1,922
     Securities purchased under agreements to resell ...                           0
Loans and lease financing receivables:
     Loans and leases, net of unearned income  $66,724
     Less: Allowance for loan and lease losses   1,909
     Less: Allocated transfer risk reserve ...     113
     Loans and leases, net of unearned income, -------

     allowance, and reserve ............................                      64,702
Assets held in trading accounts ........................                      25,685
Premises and fixed assets (including capitalized
     leases)............................................                       1,409
Other real estate owned ................................                         248
Investments in unconsolidated subsidiaries and
     associated companies...............................                         150
Customer's liability to this bank on acceptance
     outstanding .......................................                       1,064
Intangible assets ......................................                         535
Other assets ...........................................                       5,240
                                                                            --------

TOTAL ASSETS ...........................................                    $135,742
                                                                            ========

                                      - 4 -
   5

                                   LIABILITIES

Deposits
     In domestic offices ................................                   $ 47,044
     Noninterest-bearing .........................$16,782
     Interest-bearing ............................ 30,262
     In foreign offices, Edge and Agreement subsidiaries,
     and IBF's ..........................................                     31,227
     Noninterest-bearing .........................$   124
     Interest-bearing ............................ 31,103

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 IBF's Federal funds
     purchased ..........................................                     12,222
     Securities sold under agreements to repurchase .....                      1,428
Demand notes issued to the U.S. Treasury ................                      1,105
Trading liabilities .....................................                     17,412
Other Borrowed money:
     With original maturity of one year or less .........                      7,500
with original maturity of more than one year ............                        916
Mortgage indebtedness and obligations under capitalized
     leases .............................................                         22
Bank's liability on acceptances executed and outstanding                       1,081
Subordinated notes and debentures .......................                      3,410
Other liabilities .......................................                      5,205

TOTAL LIABILITIES .......................................                    128,572
                                                                            --------

                                   EQUITY CAPITAL

Common stock ............................................                        620
Surplus .................................................                      4,501
Undivided profits and capital reserves ..................                      2,461
Net unrealized holding gains (Losses)
on available-for-sale securities ........................                       (410)
Cumulative foreign currency translation adjustments .....                         (2)

TOTAL EQUITY CAPITAL ....................................                      7,170
                                                                            --------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
     STOCK AND EQUITY CAPITAL ...........................                   $135,742
                                                                            ========

I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                                    JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of
Condition and 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
issued by the appropriate Federal regulatory authority and is true and correct.

                                    WALTER V. SHIPLEY       )
                                    EDWARD D. MILLER        )DIRECTORS
                                    WILLIAM B. HARRISON     )

                                      - 5 -