SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

                                  FORM 8-K

             Current Report Pursuant to Section 13 or 15(d) of
                    the Securities Exchange Act of 1934

             Date of Report (Date of earliest event reported):
                              October 19, 1998

                         Union Pacific Corporation 
        ------------------------------------------------------------
           (Exact Name of Registrant as Specified in its Charter)

          Utah                  1-6075           13-2626465
       -------------------------------------------------------------
          (State or Other     (Commission    (I.R.S. Employer
          Jurisdiction of     File Number)   Identification No.)
          Incorporation)

             1717 Main Street, Suite 5900, Dallas, Texas 75201 
       -------------------------------------------------------------
            (Address of Principal Executive Offices) (Zip Code)

            Registrant's telephone number, including area code:
                               (214) 743-5600

                                    N/A
       -------------------------------------------------------------
        Former Name or Former Address, if Changed Since Last Report

Item 5.   Other Events.

          On September 14, 1998, a shareholder of Union Pacific Corporation
(the "Company") filed a purported derivative action on behalf of the
Company in the District Court for Tarrant County, Texas, captioned Stepak
v. Lewis, Cause No. 342-175282-98 (District Court of Tarrant County,
Texas), naming as defendants the Company, the Company's principal rail
subsidiary, Union Pacific Railroad Company ("UPRR"), and the current and
certain former directors of the Company. The derivative action alleges,
among other things, that the named current and former directors breached
their fiduciary duties to the Company by approving and implementing the
merger of Southern Pacific Transportation Company and its affiliated
railroads with UPRR without informing themselves of its impact or ensuring
that adequate controls were put in place and by causing the Company to make
misrepresentations about its service problems to the financial markets and
regulatory authorities. The defendants believe that these claims are
without merit and intend to defend them vigorously.

Item 7.   Financial Statements and Exhibits.

          The following document is being filed in connection with, and
incorporated by reference in, the Company's Registration Statement on
Form S-3 (File No. 333-18345), which was declared effective on December 30,
1996, and the Company's Registration Statement on Form S-3 (File
No. 333-54009), which was declared effective on June 4, 1998.

         (c)   Exhibits.

               Exhibit                   Description

               1.1                       Distribution Agreement, dated
                                         October 19, 1998, relating to
                                         Union Pacific Corporation
                                         Medium Term Notes, Series E.

               4.4                      Form of Fixed Rate Note.

               4.5                      Form of Floating Rate Note.

                                 SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of
1934, Union Pacific Corporation has duly caused this Report to be signed on
its behalf by the undersigned hereunto duly authorized.

Dated:  October 19, 1998

                                                     UNION PACIFIC CORPORATION

                                                     By: _____________________ 
                                                         Carl W. von Bernuth
                                                         Senior Vice President,
                                                         General Counsel and
                                                         Secretary

                               EXHIBIT INDEX

Exhibit        Description

1.1            Distribution Agreement, dated October 19,
               1998, relating to Union Pacific Corporation
               Medium Term Notes, Series E.

4.4            Form of Fixed Rate Note.

4.5            Form of Floating Rate Note.

                         UNION PACIFIC CORPORATION

                        Medium-Term Notes, Series E

                           Distribution Agreement

                                                           October 19, 1998

Salomon Smith Barney Inc.
Credit Suisse First Boston Corporation
Merrill Lynch, Pierce, Fenner & Smith Incorporated
J.P. Morgan Securities Inc.
Chase Securities Inc.
Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.

Dear Sirs:

          Union Pacific Corporation, a Utah corporation (the "Company"),
hereby sets forth its agreement with Salomon Smith Barney Inc., Credit
Suisse First Boston Corporation, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, J.P. Morgan Securities Inc., Chase Securities Inc., Morgan
Stanley & Co. Incorporated and Lehman Brothers Inc. (each an "Agent" and
collectively the "Agents"), pursuant to this Distribution Agreement (the
"Agreement"), to provide for certain arrangements relating to the issue and
sale from time to time by the Company of medium-term notes registered under
the Registration Statement defined in Section 1(a) hereof from which the
Company will receive aggregate proceeds (before commissions) of
$1,225,000,000 (including the U.S. dollar equivalent of any foreign
currency notes) (any such medium--term notes being hereinafter referred to
as the "Securities"), subject to reduction as a result of the sale after
the date hereof of certain other Registered Securities (as defined in
Section 1(a)).

          The Company proposes to issue and sell from time to time varying
principal amounts of the Securities. The Securities will have varying
designations, interest rates and times of payment of any interest,
maturities and other terms established from time to time by the Company and
set forth in the prospectus referred to in Section 1(a) hereof as such may
be supplemented or amended from time to time. The Securities are to be
issued under, and the terms thereof established pursuant to, an Indenture
dated as of December 20, 1996 (the "Indenture"), between the Company and
Citibank, N.A. as trustee (the "Trustee"). Pursuant to the terms of the
Indenture, Citibank, N.A., will initially act as Paying Agent and Security
Registrar for the Notes.

          1. Representations and Warranties of the Company. The Company
represents and warrants to and agrees with each of the Agents as of the
date hereof, as of each Settlement Date hereinafter referred to, and as of
the times referred to in 

Sections 6(a) and 6(b) hereof (in each such case, a "Representation Date"),
that:

          (a) the first registration statement on Form S-3 (File
     No. 333-18345) (the "First Registration Statement") and the second
     registration statement on Form S-3 (File No. 333-54009) (the "Second
     Registration Statement", together with the First Registration
     Statement, the "Registration Statement"), each including a prospectus
     which relates to varying principal amounts of debt securities,
     including the Securities (collectively, the "Registered Securities"),
     were filed with the Securities and Exchange Commission (the
     "Commission") and have become effective. The term "Effective Date"
     shall mean with respect to the First Registration Statement and the
     Second Registration Statement, and with respect to each post-effective
     amendment thereto, the date such registration statement or amendment
     became or becomes effective. "Prospectus" shall mean the form of
     prospectus relating to the Securities contained in the First
     Registration Statement and the Second Registration Statement
     respectively, at the Effective Date. Any reference to the Registration
     Statement or the Prospectus as amended or supplemented shall be deemed
     to refer to such documents as amended or supplemented in relation to
     the Securities and shall be deemed to refer to and include any
     documents which are filed under the Securities Exchange Act of 1934,
     as amended (the "Exchange Act"), after the date of the Registration
     Statement or the Prospectus to which such amendment or supplement
     relates and which are incorporated therein by reference;

          (b) the Registration Statement, as of the Effective Date,
     conformed, and the Registration Statement and the Prospectus, as
     amended and supplemented as of any applicable Representation Date,
     conforms or will conform, in all material respects, to the
     requirements of the Securities Act of 1933, as amended (the "Act"),
     the Exchange Act, where applicable, the Trust Indenture Act of 1939,
     as amended (the "Trust Indenture Act"), and the rules and regulations
     (the "Rules and Regulations") of the Commission, in each case as then
     in effect; neither the Registration Statement on the Effective Date,
     nor the Registration Statement or the Prospectus as amended and
     supplemented as of any applicable Representation Date, did or will
     include any 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,
     except that the representations and warranties contained in this
     paragraph do not apply to (i) statements or omissions in the
     Registration Statement or the Prospectus, or any such amendment or
     supplement, based upon written information furnished to the Company by
     the Trustee expressly for use therein; (ii) the Statement of
     Eligibility and Qualification under the Trust Indenture Act on Form
     T-l of the Trustee, filed as an exhibit to the Registration Statement,
     except statements or omissions in such Statement of Eligibility made
     in reliance upon information furnished to the Trustee by or

     on behalf of the Company expressly for use therein; and (iii)
     statements in or omissions from any such documents made in reliance
     upon and in conformity with information furnished in writing to the
     Company by any Agent expressly for use therein;

          (c) 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 Indenture
     constitutes, and the Securities, when executed, authenticated, issued
     and delivered in the manner provided in the Indenture and sold
     pursuant to this Agreement or any Terms Agreement (as defined in
     Section 2(b)), will constitute, valid and legally binding obligations
     of the Company, enforceable in accordance with their terms, subject,
     as to enforcement, to bankruptcy, insolvency, reorganization and other
     laws of general applicability relating to or affecting creditors'
     rights and to general equitable principles; and the Securities, when
     so issued and delivered and sold, will conform to the description
     thereof contained in the Prospectus;

          (d) 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 this Agreement or any
     Terms Agreement, except (i) such as have been obtained and made under
     the Act and the Trust Indenture Act and (ii) such as may be required
     under state securities laws in connection with the issuance or sale of
     the Securities by the Company; and

          (e) the execution, delivery and performance of the Indenture,
     this Agreement and any Terms Agreement 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 this Agreement and any Terms Agreement.

          2. Employment to Solicit Purchases; Purchases by the Agents;
Offering. (a) Subject to the terms and conditions and on the basis of the
representations and warranties set forth herein, the Company agrees to
appoint each of you as its agent to solicit offers for the purchase of all
or part of the Securities and each of you, severally and not jointly,
agrees, as agent of the Company, to use best efforts to solicit such
offers. The Company agrees that whenever it determines to sell Securities
directly to you as principal for resale to others it will, at your request,
enter into a Terms Agreement relating to such sale in accordance with the
provisions of Section 2(b) hereof. The Company agrees to pay each of the
Agents the commissions set forth in Schedule I hereto as compensation for
Securities purchased as a result of solicitations made by such Agent;
provided that the Company shall not be liable to more than one Agent for
commissions with respect to any sale. The Agents shall communicate to the
Company, by telephone, each offer to purchase Securities other than those
rejected by the Agents. The Company shall have the right, in its sole
discretion, to accept offers to purchase Securities and may reject any
proposed purchase of Securities as a whole or in part. Each of the Agents
shall have the right, in its discretion reasonably exercised, to reject any
proposed purchase of Securities, as a whole or in part, and any such
rejection shall not be deemed a breach of its agreements and obligations
herein. Administrative procedures with respect to the sale of Securities
shall be agreed upon in writing from time to time by the Company and the
Agents (the "Procedures") and shall be initially as agreed upon in writing
as of the Closing Date. Each of the Agents and the Company agrees to
perform its respective duties and obligations provided for herein and in
the Procedures. The Procedures may only be amended by the Company and the
Agents by written agreement. The Company reserves the right, in its sole
discretion, to instruct the Agents to suspend solicitations of offers to
purchase Securities at any time for any period of time or permanently. Upon
receipt of such instruction, the Agents will forthwith suspend solicitation
of offers to purchase Securities until such time as the Company has advised
the Agents that such solicitation may be resumed.

          (b) Each sale of Securities to each of you as principal shall be
made in accordance with the terms of this Agreement and, at your request, a
separate agreement which will provide for the sale of such Securities to,
and the purchase and reoffering thereof by, you. Each such separate
agreement (which shall be substantially in the form of Exhibit A hereto or
which may take the form of an exchange of any standard form of written
telecommunication between you and the Company) is herein referred to as a
"Terms Agreement". Your commitment to purchase Securities pursuant to any
Terms Agreement shall be deemed to have been made on the basis of the
representations and warranties of the Company herein contained and shall be
subject to the terms and conditions herein set forth. Each Terms Agreement
shall specify the principal amount of Securities to be purchased by you
pursuant thereto, the price to be paid to the Company for such Securities,
the initial public offering price, if any, at which the Securities are
proposed to be reoffered and the time and place of delivery of any payment
for such Securities (each such time, as well as any delivery date under the
Procedures, a "Settlement Date"). Such Terms Agreement shall also specify
any requirements for an opinion of counsel, officers' certificate and
letter from Deloitte & Touche pursuant to Section 5 hereof. Each purchase
of Securities, unless otherwise agreed, shall be at a discount from the
principal amount equal to the applicable commission set forth in Schedule I
hereto.

          (c) All activities of the Agents pursuant to this Agreement shall
be in accordance with all applicable provisions of the Act, the Exchange
Act, the Rules and Regulations, all applicable state securities or Blue Sky
laws, and all applicable

provisions of the rules of the National Association of Securities
Dealers, Inc.

          (d) So long as this Agreement shall remain in effect with respect
to any Agent, the Company shall not, without the consent of any such Agent,
solicit or accept offers to purchase Securities otherwise than through one
of the Agents (except as contemplated by Section 2(b) hereof); provided,
however, that, subject to all the terms and conditions of this Agreement
and any agreement contemplated by Section 2(b) hereof, the foregoing shall
not be construed to prevent the Company from (i) selling at any time any
Securities in a firm commitment underwriting pursuant to an underwriting
agreement that does not provide for a continuous offering of such
Securities, (ii) making any direct sales of Securities to entities which
are not brokers and are purchasing only for investment purposes and not for
resale or (iii) selling Securities to or through an agent, other than an
Agent, where the Company has entered into an agreement with such agent with
substantially identical terms, conditions and obligations as this
Agreement.

          3. Closing Date. The documents required to be delivered pursuant
to Section 5 hereof shall be delivered at the offices of Cravath, Swaine &
Moore, 825 Eighth Avenue, New York, N.Y. 10019, on the date hereof, or at
such other time as the Company and the Agents may agree upon in writing
(the "Closing Date").

          4. Covenants of the Company. In connection with each offering of
Securities, the Company covenants and agrees with the Agents that:

          (a) The Company will advise the Agents promptly of any proposal
to amend or supplement the Registration Statement or the Prospectus, other
than filings of documents deemed to be incorporated by reference therein
(unless such filing relates primarily to the Securities), will afford the
Agents a reasonable opportunity to comment on any such proposed amendment
or supplement and will not effect such amendment or supplement without the
consent of the Agents (which will not be unreasonably withheld); the
Company will also advise the Agents 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, and will use its best
efforts to prevent the issuance of any such stop order and to obtain as
soon as possible the lifting of any such order.

          (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 shall be necessary, in
the opinion of the Company or in the reasonable opinion of counsel for the
Agents, to amend or supplement the Registration Statement or the Prospectus
to comply with the Act or the Rules or

Regulations, the Company will notify the Agents promptly to suspend
solicitation of purchases of the Securities; and, forthwith upon receipt of
such notice, the Agents shall suspend their solicitation of purchases of
the Securities and shall cease using the Prospectus which has been most
recently distributed to the Agents by the Company; and, if the Company
shall decide to amend or supplement the Registration statement or the
Prospectus, it will promptly advise the Agents by telephone (with
confirmation in writing) and will promptly prepare and, subject to the
provisions of subsection (a) of this section, file with the Commission an
amendment or supplement which will correct such statement or omission, or
an amendment which will effect such compliance, and will advise the Agents
when the Agents are free to resume such solicitation. Notwithstanding the
foregoing, if, at the time of any notification to suspend solicitations,
any Agent shall own any of the Securities with the intention of reselling
them, or the Company has accepted an offer to purchase Securities but the
related settlement has not occurred, the Company, subject to the provisions
of subsection (a) of this Section, will promptly prepare and file with the
Commission an amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance.

          (c) So long as a prospectus relating to the Securities is
required to be delivered, or may in the future be required to be delivered,
under the Act, on or prior to the date on which the Company makes an
announcement to the general public concerning earnings or concerning any
other event which is required to be described, or which the Company
proposes to describe, in a document filed pursuant to the Exchange Act, the
Company will as soon as practicable advise the Agents of such information
and will thereafter post such information contained or to be contained in
such announcement on the Company's website and promptly notify each agent
that such information is available and, if necessary, provide such Agent
assistance in accessing such information or otherwise provide such
information to the Agents in writing, and, if the provisions of
subsections (a) and (b) of this Section would so require, will subsequently
cause the Prospectus to be amended or supplemented to reflect the
information contained in such announcement. The Company also will post on
the Company's website all other press releases or announcements to the
general public and, if necessary, provide assistance to Agents in accessing
such information or otherwise provide copies thereof to the Agents. The
Company will immediately notify each Agent of any downgrading in the rating
of the Securities or any other debt securities of the Company, or any
proposal to downgrade the rating of the Securities or any other debt
securities of the Company, by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the Act), or of
any proposal or determination to place any of the Company's securities on
credit watch for possible downgrade, in each case as soon as the Company
learns of such downgrading, proposal or determination.

          (d) The Company will furnish to Cravath, Swaine & Moore, counsel
for the Agents, one copy of the signed Second Registration Statement,
including all exhibits, relating to the Securities in the form it became
effective and of all amendments

thereto and will furnish to each Agent copies of the Second Registration
Statement, the Prospectus, and all amendments and supplements to such
documents, in each case as soon as available and in such quantities as such
Agent may reasonably request.

          (e) The Company will use its best efforts to arrange for the
qualification of the Securities for sale under the laws of such
jurisdictions as the Agents may designate and will continue such
qualifications in effect so long as required for the distribution, and the
Company will use its best efforts to arrange for the determination of their
eligibility for investment by institutional investors; provided, however,
that the Company shall not be required to qualify to do business in any
jurisdiction where it is not now qualified or to take any action which
would subject it to general or unlimited service of process in any
jurisdiction where it is not now subject.

          (f) As soon as practicable, the Company will make generally
available to its security holders and to the Agents 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.

          (g)  The Company will pay all expenses incident to the
performance of its obligations under this Agreement, will reimburse the
Agents for any expenses (including fees and disbursements of counsel)
incurred by them in connection with qualification of the Securities for
sale and determina tion of their eligibility for investment under the laws
of such jurisdictions as the Agents may designate and will pay the expenses
of printing all documents relating to the offering and of the mailing and
delivering of copies thereof to the Agents and any fees charged by
investment rating agencies for rating the Securities. Except as otherwise
provided herein and in Section 7 hereof, the Agents will pay all their own
costs and expenses, other than fees and costs of their counsel, which will
be paid by the Company.

          (h) Between the date of any Terms Agreement and the Settlement
Date with respect to such Terms Agreement, the Company will not, without
the Agents' prior consent, offer or sell, or enter into any agreement to
sell (other than, in any such case, a sale through an Agent), any debt
securities of the Company with terms substantially similar to the
Securities which are to be sold pursuant to such Terms Agreement (other
than such Securities and commercial paper sold in the ordinary course of
business), except as may otherwise be provided in any such Terms Agreement.

          5. Conditions. The obligations of the Agents to proceed hereunder
shall be subject to the condition that all representations and warranties
of the Company herein are, at and as of the date hereof, as of the Closing
Date, as of each Settlement Date with respect to any applicable Terms
Agreement and each Settlement Date under the Procedures, true and correct,
the condition that the Company shall have performed all its obligations
hereunder theretofore to be performed, and the following additional
conditions:

          (a) Neither the Registration Statement nor the Prospectus, as
amended or supplemented as of any Representa tion Date, shall contain any
untrue statement of fact which is material or omit to state a fact which is
material and is required to be stated therein or is necessary to make the
statements therein not misleading.

          (b) On or within five days prior to the Closing Date, the Agents
shall have received a letter, dated the date of delivery thereof, of
Deloitte & Touche, or a 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 Pro spectus contained in the
     Registration Statement relating to the Securities, as amended at 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 respon sibility for financial and accounting matters
     and other specified procedures, nothing came to their attention that
     caused them to believe that the unaudited financial statements, if
     any, included in such Prospectus do not comply in form in all material
     respects with the applicable accounting requirements of the Act and
     the related published Rules and Regulations or are not in conformity
     with generally accepted accounting principles applied on a basis
     substantially consistent with that of the audited financial statements
     included in such Prospectus; and

          (iii)  they have compared specified dollar amounts (or
     percentages derived from such dollar amounts) and other financial
     information contained in such Prospec tus (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 infor mation 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 such Prospectus shall be deemed included in
such Prospectus for purposes of this subsection.

          (c) 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 Agent, shall be contemplated by the
Commission.

          (d) 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 any Agent, materially impairs the investment quality of the
Securities; (ii) any downgrading in the rating or placement under
creditwatch (other than such a placement with positive implications) 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 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 any Agent, the effect of any such outbreak,
escalation, declaration, calamity or emergency makes it
impractical or inadvisable to proceed with the completion of
the sale of and payment for the Securities.

          (e)  The Agents shall have received the following:

          (i)  An opinion, dated the Closing Date, of the Senior Vice
     President and General Counsel or the Assistant General Counsel of the
     Company, or other counsel satisfactory to the Agents, to the effect
     that:

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

               (B) 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 Indenture constitutes, and the Securities, when executed,
          authenticated, issued and delivered in the manner provided in the
          Indenture and sold pursuant to this Agreement or any Terms
          Agreement, will constitute, valid and legally binding obliga
          tions of the Company, enforceable in

          accordance with their terms, subject, as to enforcement, to
          bankruptcy, insolvency, reorganization and other laws of general
          applicability relating to or affecting creditors' rights and to
          general equitable principles; and the Securities, when so issued
          and delivered and sold, will conform to the description thereof
          contained in the Prospectus;

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

               (D) the execution, delivery and performance of the
          Indenture, this Agreement and any Terms Agreement 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 this Agreement and any Terms
          Agreement;

               (E) the Registration Statement has become effective under
          the Act, and, to the best of the knowledge of such counsel, no
          stop order suspend ing the effectiveness of the Registration
          State 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;

               (F) based on the information gained in the course of such
          counsel's participation, in such counsel's role as Senior Vice
          President and General Counsel or Assistant General Counsel, in
          certain meetings and making of certain inquiries and
          investigations in connection with the preparation of the
          Registration Statement and the Prospectus, the Registration
          Statement, as of the Effective Date, the Registration Statement
          and the Prospectus as amended or supplemented, as of the Closing
          Date, and any further 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 the Effective
          Date, the Registration Statement or the Prospectus as amended or
          supplemented, as of the Closing Date, or any such amendment or
          supplement, as of its date, contains or contained any untrue
          statement of a material fact or omits 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 opinion in
          this clause (F), such counsel does not assume responsibility for
          the accuracy or completeness of statements made in the
          Registration Statement and the Prospectus; the descriptions in
          the Registration Statement and the Prospectus as amended or
          supplemented 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 as amended or supplemented which are not described as
          required or of any contracts or documents of a character required
          to be described in the Registration Statement or the Prospectus
          as amended or supplemented or to be filed as exhibits to the
          Registration Statement which are not described and filed as
          required, it being under stood that such counsel need express no
          opinion as to the financial statements or other financial data
          contained in the Registration Statement or the Prospectus as
          amended or supplemented; and

               (G) this Agreement has been duly authorized, executed and
          delivered by the Company.

          In rendering his opinion pursuant to this paragraph, such counsel
     may rely, as to all matters governed by Utah law, on the opinion of
     Steven A. Goodsell, Esq., or Dennis C. Farley, Esq., or other Utah
     counsel satisfactory to the Agents, a copy of which shall be provided
     concurrently with the opinion of such Senior Vice President and
     General Counsel or Assistant General Counsel.

          (ii) Such opinion or opinions, dated the Closing Date, relating
     to this Agreement of Cravath, Swaine & Moore, counsel for the Agents,
     with respect to the incorporation of the Company, the validity of the
     Securities, the Indenture, the Registration Statement, the Prospectus
     and other related matters as they 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 render ing such
     opinion, Cravath, Swaine & Moore may rely, as to all matters governed
     by Utah law, upon the opinion of Mr. Goodsell or such other counsel
     referred to above.

          (iii) A certificate of the Chairman, the President, any Senior
     Vice President, any Vice President or the Treasurer and a principal
     financial or accounting officer of the Company, dated the Closing
     Date, in which such officers, to the best of their knowledge after
     reasonable investigation, shall state that the representations and
     warranties of the Company in this Agreement are true and correct in
     all material respects on and as of such Closing Date with the same
     effect as if made on such Closing Date, that the Company has complied
     with all agreements and satisfied all conditions on its part to be
     performed or satisfied at or prior to such Closing Date, that no stop
     order suspending the effectiveness of the Registration Statement has
     been issued and no proceedings for that purpose have been instituted
     and are pending or, to their knowledge, threatened as of such date,
     and that, subsequent to the dates of the most recent financial
     statements included or incorporated by reference in the Prospectus as
     amended or supplemented, there has been no material adverse change in
     the financial position or results of operations of the Company and its
     subsidiaries, viewed as a whole, except as set forth or contemplated
     in the Prospectus as amended or supplemented or as described in such
     certificate.

          (iv) If any Agent shall so request, as of any Settlement Date
     with respect to any applicable Terms Agreement, a letter, dated as of
     such Settlement Date, of Deloitte & Touche or a successor firm
     reconfirming the matters set forth in their letter delivered to the
     Agents pursuant to Section 5(b) hereof.

          6. Additional Covenants of the Company. The Company agrees that:

          (a) each acceptance by it of an offer for the purchase of
     Securities hereunder shall be deemed to be an affirmation that no stop
     order suspending the effectiveness of the Registration Statement shall
     have been issued and no proceedings for that purpose shall have been
     instituted or shall be pending or, to the Company's knowledge,
     threatened at the time of such acceptance and that the representations
     and warranties of the Company contained in this Agreement are true and
     correct at and as of the time of such acceptance and an undertaking
     that no such stop order or proceeding shall have been issued or
     instituted or shall be pending or, to the Company's knowledge,
     threatened and that such representations and warranties will be true
     and correct at the time of delivery to the purchaser or the pur
     chaser's agent of the Securities relating to such acceptance, as
     though made at and as of each such time (except that such statement
     and such representations and warranties shall be deemed to relate to
     the Regis tration Statement and the Prospectus as amended and
     supplemented to each such time); provided that no representations and
     warranties shall be made with respect to the matters set forth in
     subclauses (i), (ii) and (iii) of Section 1(b) of this Agreement; and
     each such acceptance by the Company of an offer for the purchase of
     Securities shall

     be deemed to constitute an additional representation, warranty and
     agreement by the Company that, as of the Settlement Date for the sale
     of such Securities, after giving effect to the issuance of such
     Securities, of any other Securities to be issued on or prior to such
     Settlement Date and of any other Registered Securities to be issued
     and sold by the Company on or prior to such Settlement Date, the
     aggregate amount of Registered Securities (including any Securities)
     which have been issued and sold by the Company will not exceed the
     amount of Registered Securities registered pursuant to the
     Registration Statement;

          (b) so long as a Prospectus relating to the Securities is
     required to be delivered, or may in the future be required to be
     delivered, under the Act, each time that the Registration Statement or
     the Prospectus shall be amended or supplemented with respect to the
     Securities including the filing of Quarterly Reports on Form 10-Q,
     Annual Reports on Form 10-K and, if requested by an Agent, Current
     Reports on Form 8-K, but excluding (i) a Pricing Supplement (as such
     term is defined in the first supplement to the Prospectus relating to
     the Securities) or (ii) any Current Report on Form 8-K that does no
     more than file exhibits to the Registration Statement the Company
     shall furnish or cause to be furnished forthwith to the Agents a
     certificate in form satisfactory to the Agents to the effect that the
     statements contained in the certificates referred to in
     Section 5(e)(iii) hereof which were last furnished to the Agents are
     true and correct at the time of such amendment or supplement as though
     made at and as of such time (except that such statements shall be
     deemed to relate to the Registration Statement and the Prospectus as
     amended and supplemented to such time);

          (c) subject to paragraph (h) below, so long as a Prospectus
     relating to the Securities is required to be delivered, or may in the
     future be required to be delivered, under the Act, each time that the
     Registration Statement or the Prospectus shall be amended or
     supplemented with respect to the Securities, including the filing of
     any Quarterly Report on Form 10-Q, Annual Report on Form 10-K and, if
     requested by an Agent, Current Report on Form 8-K, but excluding (i) a
     Pricing Supplement or (ii) any Current Report on Form 8-K that does no
     more than file exhibits to the Registration Statement, the Company
     shall furnish or cause to be furnished forthwith to the Agents a
     written opinion of the Senior Vice President and General Counsel or
     the Assistant General Counsel of the Company, or other counsel
     satisfactory to the Agents, dated the date of delivery of such
     opinion, in form satisfactory to the Agents in their reasonable
     judgment, of the same tenor as the opinion referred to in
     Section 5(e)(i) hereof but modified to relate to the Registration
     Statement and the Prospectus as amended and supplemented to the time
     of delivery of such opinion or, in lieu of such opinion, such counsel
     shall furnish the Agents with a letter to the effect that the Agents
     may rely on such last opinion to the same extent as though it were
     dated the 

     date of such letter authorizing reliance (except that statements in
     such last opinion shall be deemed to relate to the Registra tion
     Statement and the Prospectus as amended and supplemented to the time
     of delivery of such letter authorizing reliance);

          (d) subject to paragraph (h) below, so long as a Prospectus
     relating to the Securities is required to be delivered, or may in the
     future be required to be delivered, under the Act, each time that the
     Registration Statement or the Prospectus shall be amended or
     supplemented with respect to the Securities to set forth or
     incorporate by reference financial information included in or derived
     from the Company's consolidated financial statements, the Company
     shall cause Deloitte & Touche or a successor firm forthwith to furnish
     the Agents with a letter, dated the date of filing of such amendment
     or supplement with the Commission, in form satisfactory to the Agents
     in their reasonable judgment, of the same tenor as the letter referred
     to in Section 5(b) hereof but modified to relate to the Registration
     Statement and the Prospectus as amended and supplemented to the date
     of such letter with such changes as may be necessary to reflect
     changes in the financial statements and other information derived from
     the accounting records of the Company, to the extent such financial
     statements and other information are available as of a date not more
     than five business days prior to the date of such letter; provided
     that if the Registration Statement or the Prospectus are amended or
     supplemented solely to include or incorporate by reference financial
     information as of and for a fiscal quarter, Deloitte & Touche may
     limit the scope of such letter, which shall be satisfactory in form to
     the Agents in their reasonable judgment, to the unaudited financial
     statements, notes thereto and the management's discussion and analysis
     relating thereto, in each case included in such amendment or
     supplement unless any other information included or incorporated by
     reference therein of an accounting, financial or statistical nature is
     of such a nature that, in the reasonable judgment of the Agents, such
     letter should cover such other information;

          (e) the obligations of the purchasers or the Agents, as the case
     may be, to purchase and pay for any Securities hereunder will be
     subject to the condition that during the period of time after the
     Company has accepted an offer to purchase Securities pursuant to the
     provisions of the Procedures and prior to the time the purchasers or
     the Agents, as the case may be, have made payment for the Securities
     pursuant to the provi sions of the Procedures 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 any Agent,
     materially impairs the investment quality of the Securities; (ii) any
     downgrading in the rating or placement under creditwatch (other than
     such a placement with positive implications) 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 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; (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 any Agent,
     the effect of any such outbreak, escalation, declaration, calamity or
     emergency makes it impractical or inadvisable to proceed with the
     completion of the sale of and payment for the Securities; or (vi) any
     material adverse change in the financial markets in the United States.

          (f) on each Settlement Date for the sale of Securities, the
     Company shall, if requested by an Agent that solicited or received the
     offer to purchase any Securities being delivered on such Settlement
     Date, furnish such Agent with a written opinion of counsel of the
     Company, dated the date of delivery thereof, in form satisfactory to
     such Agent, to the effect set forth in clauses (A) and (B) of
     Section 5(e)(i) hereof, but modified, as necessary, to relate to the
     Prospectus as amended or supplemented at such Settlement Date and
     except that such opinion shall state that the Securities being sold by
     the Company on such Settlement Date, when delivered against payment
     therefor as provided in the Indenture and this Agreement, will have
     been duly executed, authenticated, issued and delivered and will
     constitute valid and legally binding obligations of the Company
     enforceable in accordance with their terms, subject only to the
     exceptions as to enforcement set forth in clause (B) of
     Section 5(e)(i) hereof, and conform to the description thereof
     contained in the Prospectus as amended or supplemented at such
     Settlement Date; and

          (g) the Company agrees that any obligation of a person who has
     agreed to purchase Securities to make payment for and take delivery of
     such Securities shall be subject to the satisfaction, on the related
     Settle ment Date, of each of the conditions set forth in Sections 5(a)
     and (c), it being understood that under no circumstance shall any
     Agent have any duty or obligation to exercise the judgment permitted
     under Section 5(a) on behalf of any such person.

          (h) the Company shall be entitled to suspend its obligations
     under the foregoing paragraphs (b), (c) and (d) if (i) the Agents have
     suspended solicitation of purchases of the Securities in their
     capacity as Agents pursuant to a request from the Company, and (ii) no
     Agent shall hold any Securities as principal or have purchased and not
     resold Securities pursuant to a Terms Agreement; the Company shall
     resume compliance with such paragraphs at such time as the Company
     shall determine and notify the Agents that the solicitation of
     purchases of the Securities should be resumed

     or shall subsequently enter into a new Terms Agreement with an Agent,
     and compliance with such paragraphs with respect to the immediately
     preceding fiscal quarter or year end shall be a condition to the
     Agents' obligations.

          7. Indemnification and Contribution. (a)  The Company will
indemnify and hold harmless each Agent against any losses, claims, damages
or liabilities, joint or several, to which such Agent 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 prelimi
nary 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 reim burse each Agent for any legal or other expenses reasonably
incurred by such Agent in connection with investigating or defending any
such loss, claim, damage, liability or action as such expenses are
incurred; provided, however, that the Company will not be liable in any
such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue
statement in or omission or alleged omission from any of such documents in
reliance upon and in conformity with written information furnished to the
Company by any Agent specifically for use therein.

          (b) Each Agent will indemnify and hold harmless the Company
against any losses, claims, damages or liabili ties 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 prelimi nary 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 state ment 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 Agent 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 other wise than under subsection (a) or (b) above. In case any such
action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will
be entitled to participate therein and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to
the indemnifying party), and after notice from the indemnifying party to
such indemnified party of its election 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 Agents 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 Agents 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 Agents 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 discounts and commissions received by the Agents.
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 Agents 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 indem
nified 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). Notwith standing the
provisions of this subsection (d), no Agent shall be required to contribute
any amount in excess of the amount by which the total price at which the
Securities purchased through it and distributed to the public were offered
to the public exceeds the amount of any damages which such Agent 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 Agents' obligations in this subsec
tion (d) to contribute are several in proportion to the respective
aggregate principal amounts of Securities sold through each and are 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 Agent within the meaning of the Act; and the obligations of
the Agents under this Section shall be in addition to any liability which
the respective Agents 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.

          8. Default by Company.  If the Company shall default in its
obligation to deliver Securities to a purchaser whose offer it has
accepted, the Company (i) shall hold the Agents harmless against any loss,
claim or damage arising from or as a result of such default by the Company,
and (ii) in particular, shall pay to the Agents any commis sion to which
they would be entitled in connection with such sale.

          9. Status of Each Agent. In soliciting offers to purchase the
Securities from the Company pursuant to this Agreement and in assuming its
other obligations hereunder (other than offers to purchase pursuant to
Section 2(b)), each Agent is acting individually and not jointly and is
acting solely as agent for the Company and not as principal. Each Agent
will make reasonable efforts to assist the Company in obtaining performance
by each purchaser whose offer to purchase Securities from the Company has
been solicited by such Agent and accepted by the Company, but such Agent
shall have no liability to the Company in the event any such purchase is
not consummated for any reason.

          10. Survival of Representations. The respective indemnities,
agreements, representations, warranties and other statements of the Agents
and the Company set forth in this Agreement or made by them, respectively,
pursuant to this Agreement shall remain in full force and effect,
regardless of any investigation (or any statement as to the results
thereof) made by or on behalf of the Agents or the Company or any of its
officers or directors or any controlling person, and shall survive each
delivery of and payment for any of the Securities.

          11. Termination. This Agreement may be terminated at any time by
the Company as to any or all Agents or any or all of the Securities (other
than any Securities that are subject to a Terms Agreement) or by any Agent
as to itself upon the giving of written notice of such termination to the
other parties hereto. In the event of any such termination, no party shall
have any liability to the other parties hereto, except as provided in the
third sentence of Section 2(a), Section 4(g), Section 7, Section 8,
Section 9 and Section 10 and except that, if at the

time of termination (A) the Agents shall own any of the Securities with the
intention of reselling them or (B) an offer to purchase any of the
Securities has been accepted by the Company but the time of delivery to the
purchaser or the purchaser's agent of the Security or Securities relating
thereto has not occurred, the covenants set forth in Sections 4 and 6
hereof shall remain in effect until such Securities are so resold or
delivered, as the case may be.

          12. Notices. Except as otherwise specifically provided herein or
in the Procedures, all statements, requests, notices and advices hereunder
shall be in writing and shall be sufficient in all respects if delivered or
sent by telecopier or registered mail, if to the Agents, at their
respective addresses as set forth in the "Suspension of Solicitation;
Amendment or Supplement" section of the Medium-Term Note Administrative
Procedures for Fixed Rate and Floating Rate Notes, dated October 16, 1998,
and if sent to the Company, at 1416 Dodge Street, MC CA 280, Omaha,
NE 68179, telecopy number 402-271-6408, Attention of Treasurer.

          13. Miscellaneous. This Agreement may be executed in two or more
counterparts and it is not necessary that signatures of all parties appear
on the same counterpart, but such counterparts together shall constitute
but one and the same agreement. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors, and
no other person will have any right or obligation hereunder. This Agreement
shall be governed by, and construed and enforced in accordance with, the
laws of the State of New York.

          14. Time. Time shall be of the essence in this Agreement.

          If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us the enclosed duplicate hereof,
whereupon it will become a binding agreement between the Agents and the
Company in accordance with its terms.

                                            Very truly yours,

                                            UNION PACIFIC CORPORATION,

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

The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.

SALOMON SMITH BARNEY INC.,

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

CHASE SECURITIES INC.,

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

CREDIT SUISSE FIRST BOSTON CORPORATION,

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

J.P. MORGAN SECURITIES INC.,

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

LEHMAN BROTHERS INC.,

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

MORGAN STANLEY & CO. INCORPORATED,

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

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

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

                                                                  EXHIBIT A

                         Union Pacific Corporation

                              Debt Securities

                              TERMS AGREEMENT

                                                      _______________, 199_

Union Pacific Corporation
     1416 Dodge Street, MC CA 280
          Omaha, NE 68179

Attention:  Treasurer

          Re: Distribution Agreement dated as of
              October 19, 1998 (the "Distribution Agreement")

          The undersigned agrees to purchase the following Debt Securities
(capitalized terms used and not defined herein have the meanings given such
terms in the Distribution Agreement): 

         Principal Amount: $______________________________________________

         Original Issue Date: ____________________________________________

         Settlement Date and Time:  ______________________________________

         Maturity Date:  _________________________________________________

         Purchase Price:  _____% of Principal Amount, plus
                  accrued interest, if any, from Settlement Date

         Redemption Date (Dates):

         Redemption Price:

         Repayment Date:

         Repayment Price:

         [(For Fixed Rate Notes)

         Interest Rate: _________________________________________________]

         [(For Floating Rate Notes)

         Initial Interest Rate: ________________________________________]

         Interest Rate Basis (Commercial Paper, LIBOR, CMT, Federal Funds,
               Prime, CD, or Treasury):  _______________________________

         Index Maturity (30, 60, 90 days, 6 months, 1 year,
               other):  ________________________________________________

         Interest Payment Period (monthly, quarterly, semiannually,
               annually):  _____________________________________________

         Spread:  ____________ points (+/-)

         Spread Multiplier: _________________%

         Maximum Interest Rate: ________________%

         Minimum Interest Rate:  _______________%

         Interest Reset Dates:  ______________________________________

         Interest Payment Dates: _____________________________________]

          [The certificate referred to in Section 5(e)-(iii) of the
Distribution Agreement, the opinion referred to in Section 5(e)(i) of the
Distribution Agreement and the accountants' letter referred to in
Section 5(e)(iv) of the Distribution Agreement will be required.]

SALOMON SMITH BARNEY INC.,

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

CHASE SECURITIES INC.,

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

CREDIT SUISSE FIRST BOSTON CORPORATION,

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

J.P. MORGAN SECURITIES INC.,

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

LEHMAN BROTHERS INC.,

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

MORGAN STANLEY & CO. INCORPORATED,

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

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

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

                                                 Accepted:

                                                 UNION PACIFIC CORPORATION

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

                                 SCHEDULE I

                                Commissions

          With respect to the Securities sold by each Agent, such Agent
will receive in full compensation for its services pursuant to the
Distribution Agreement dated as of October 19, 1998 (the "Agreement"), a
fee, payable by deduction from amounts otherwise payable by an Agent for
Securities sold by such Agent, equal to the following percentage of the
principal amount of the Securities sold:

Maturity                                          Commission
- --------                                          ----------

9 months to less than 1 year                      .125%
1 year to less than 18 months                     .150%
18 months to less than 2 years                    .200%
2 years to less than 3 years                      .250%
3 years to less than 4 years                      .350%
4 years to less than 5 years                      .450%
5 years to less than 6 years                      .500%
6 years to less than 7 years                      .550%
7 years to less than 10 years                     .600%
10 years to less than 15 years                    .625%
15 years to less than 20 years                    .700%
20 years to 30 years                              .750%
Greater than 30 years                             to be
                                                  negotiated
                                                      Exhibit 4.4

                         UNION PACIFIC CORPORATION
                         MEDIUM-TERM NOTE, SERIES E
                            (Certificated Note)
                             (Fixed Rate Note)

Registered                                                 Registered
- ----------                                                 ----------
No.                                                             Cusip
- ---                                                             -----

          If applicable, the "Total Amount of OID", "Yield to Maturity" and
"Initial Accrual Period OID" (computed under the approximate method) below
will be completed solely for the purposes of applying the United States
Federal income tax original issue discount ("OID") rules.

Issue Date:               Specified Currency [ ] U.S. Dollars  [ ] Other:

Principal Amount:         Authorized Denominations (Only applicable if 
                          Specified Currency is other than U.S. Dollars):

Issue Price:
                          Total Amount of OID:
Maturity Date:
                          Yield to Maturity:
Interest Rate:
                          Initial Accrual Period OID:
Interest Payment Dates:

         Redemption         Redemption
           Date(s)            Price(s)
           -------            --------

         Repayment          Repayment
           Date(s)            Price(s)
           -------            --------

          This Note is a registered Note of UNION PACIFIC CORPORATION, a
Utah corporation (the "Company"). This Note is one of a series of Notes (as
defined on the reverse hereof) issued under the Indenture referred to on
the reverse hereof designated as Medium-Term Notes, Series E. Subject to
the provisions hereof, the Company, for value received, hereby promises to
pay to                 , or registered assigns, the principal sum of

on the Maturity Date shown above and to pay premium, if any, and interest,
if any, thereon, as described on the reverse hereof.

          The principal of (and premium, if any) and interest, if any, on
this Note are payable by the Company in such coin or currency specified on
the face hereof as at the time of payment shall be legal tender for the
payment of public and private debts.

          REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE
SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

          Unless the certificate of authentication hereon has been manually
executed by or on behalf of the Trustee under the Indenture, this Note
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
Note to be duly executed under its corporate seal.

                                         UNION PACIFIC CORPORATION,

                                         By:
                                             -----------------------------

CERTIFICATE OF AUTHENTICATION    [Seal]

      This is one of the Notes 
issued under the within-mentioned
Indenture.

Dated:
      ----------------

CITIBANK, N.A.,
as Trustee,

By:
   ---------------------------
      Authorized Signatory

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK,
NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

          UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL NOTES REPRESENTED HEREBY, THIS NOTE 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.

Registered            NION PACIFIC CORPORATION              Registered
No.                  MEDIUM-TERM NOTE, SERIES E             Cusip
                            (Global Note)
                          (Fixed Rate Note)

          If applicable, the "Total Amount of OID", "Yield to Maturity" and
"Initial Accrual Period OID" (computed under the approximate method) below
will be completed solely for the purposes of applying the United States
Federal income tax original issue discount ("OID") rules.

Issue Date:          Specified Currency  [ ] U.S. Dollars    [ ] Other:
Principal Amount:    Authorized Denominations (Only applicable if Specified
                     Currency is other than U.S. Dollars):
Issue Price:         Total Amount of OID:
                     Yield to Maturity:
Maturity Date:
Interest Rate:           Initial Accrual Period OID:
Interest Payment Dates:
Redemption                    Redemption
Date(s)                       Price(s)
- -------                       --------

Repayment                     Repayment
Date(s)                       Price(s)
- -------                       --------

          This Note is a registered Note of UNION PACIFIC CORPORATION, a
Utah corporation (the "Company"). This Note is one of a series of Notes (as
defined on the reverse hereof) issued under the Indenture referred to on
the reverse hereof designated as Medium-Term Notes, Series E. Subject to
the provisions hereof, the Company, for value received, hereby promises to
pay to               , or registered assigns, the principal sum of

on the Maturity Date shown above and to pay premium, if any, and interest,
if any, thereon, as described on the reverse hereof.

          The principal of (and premium, if any) and interest, if any, on
this Note are payable by the Company in such coin or currency specified on
the face hereof as at the time of payment shall be legal tender for the
payment of public and private debts.

          REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE
SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

          Unless the certificate of authentication hereon has been manually
executed by or on behalf of the Trustee under the Indenture, this Note
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
Note to be duly executed under its corporate seal.

                                             UNION PACIFIC CORPORATION,

                                             By:
                                                --------------------------
CERTIFICATE OF AUTHENTICATION   [Seal]

     This is one of the Notes 
issued under the within-mentioned 
Indenture.

Dated:
      ----------------

CITIBANK, N.A.,
as Trustee,

By:
   -----------------------------
       Authorized Signatory

                    [REVERSE OF MEDIUM-TERM NOTE, SERIES E]
                           Union Pacific Corporation
                          Medium-Term Note, Series E

     This permanent global Note is one of a duly authorized issue of
securities (herein called the "Notes") of Union Pacific Corporation, a Utah
corporation (hereinafter called the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), unlimited
in aggregate principal amount, issued and to be issued in one or more series
under an Indenture, dated as of December 20, 1996, between the Company and
Citibank, N.A., as Trustee (herein called the "Trustee", which term includes
any successor trustee under the Indenture (as hereinafter defined)), to which
indenture and all indentures supplemental thereto (the "Indenture") reference
is hereby made for a statement of the respective rights thereunder of the
Company, the Trustee and the holders of the Notes and of the terms upon which
the Notes are, and are to be, authenticated and delivered. This permanent
global Note is one of the series of Notes designated on the face hereof, of an
aggregate initial principal amount equal to the Principal Amount shown on the
face hereof (the "Principal Amount"), with the Interest Payment Dates, the
Issue Date, and the Maturity Date specified on the face hereof and bearing
interest on said Principal Amount at the interest rate specified on the face
hereof. The Notes of this series may be issued from time to time with varying
maturities, interest rates and other terms.

     The Company, for value received, hereby promises to pay to Cede & Co., as
nominee for the Depositary (as hereinafter defined), or registered assigns,
the Principal Amount hereof on the Maturity Date shown on the face hereof, and
to pay interest thereon, from and including the Issue Date shown on the face
hereof or from and including the most recent Interest Payment Date (as
hereinafter defined) to which interest has been paid or duly provided for and
at Maturity unless the Issue Date is between a Regular Record Date (as
hereinafter defined) and an Interest Payment Date, in which case, the first
payment of interest hereon shall be made on the second Interest Payment Date
following the Issue Date, at the rate per annum set forth on the face hereof,
until the principal hereof is paid or duly made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person in
whose name this permanent global Note (or one or more predecessor Notes) is
registered at the close of business on the Regular Record Date next preceding
such Interest Payment Date. Notwithstanding the foregoing, interest payable on
this permanent global Note at Maturity will be payable to the Person to whom
principal shall be payable.

     Unless otherwise indicated on the face hereof, the "Interest Payment
Dates" for this permanent global Note will be May 1 and November 1 of each
year and at Maturity, and the "Regular Record Dates" for this permanent global
Note will be the April 15 or October 15, as the case may be, next preceding
the May 1 and November 1 Interest Payment Dates. Unless otherwise indicated on
the face hereof, interest payments for this permanent global Note shall be the
amount of interest accrued to but excluding the relevant Interest Payment
Date. Interest on this permanent global Note shall be computed on the basis of
a 360-day year of twelve 30-day months. If any Interest Payment Date or the
Maturity of this permanent global Note falls on a day that is not a Market
Day, the required payment of principal, premium, if any, or interest will be
made on the next succeeding Market Day with the same force and effect as if
made on the date such payment was due, and no interest will accrue on such
payment for the period from and after such Interest Payment Date or the
Maturity, as the case may be, to the date of such payment on the next
succeeding Market Day.

     This permanent global Note is exchangeable for definitive registered
Notes of this series of like tenor and of an equal aggregate principal amount
only if (x) The Depository Trust Company, or any successor depositary with
respect to the Notes of this series (the "Depositary"), notifies the Company
that it is unwilling or unable to continue as Depositary for this permanent
global Note or if at any time the Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, and a
successor 

depositary is not appointed by the Company within 90 days, (y) the
Company in its sole discretion determines that this permanent global Note
shall be exchangeable for definitive registered Notes and executes and
delivers to the Trustee an order of the Company providing that this permanent
global Note shall be so exchangeable or (z) there shall have happened and be
continuing an Event of Default or any event which, after notice or lapse of
time, or both, would become an Event of Default with respect to the Notes of
the series of which this permanent global Note is a part. If this permanent
global Note is exchangeable pursuant to the preceding sentence, this Note
shall in the case of clause (x) above be exchanged in whole for definitive
registered Notes of this series, and in the case of clauses (y) and (z) above,
be exchangeable for definitive registered Notes of this series, provided that
the definitive registered Notes so issued in exchange for this Note shall be
in authorized denominations and be of like tenor and of an equal aggregate
principal amount as the portion of the Note to be exchanged, and provided
further that, in the case of clauses (y) and (z) above, definitive registered
Notes of this series will be issued in exchange for this permanent global
Note, or any portion hereof, only if such definitive registered Notes were
requested by written notice to the Security Registrar by or on behalf of a
Person who is a beneficial owner of an interest herein given through the
holder hereof. Any definitive registered Notes of this series issued in
exchange for this permanent global Note shall be registered in the name or
names of such Person or Persons as the holder hereof shall instruct the
Security Registrar. Except as provided above, owners of beneficial interests
in this permanent global Note will not be entitled to receive physical
delivery of Notes in definitive form and will not be considered the holders
thereof for any purpose under the Indenture.

     Any exchange of this permanent global Note for one or more definitive
registered Notes of this series will be made at the Corporate Trust Office of
the Security Registrar in New York, New York. Upon exchange of any portion of
this permanent global Note for one or more definitive registered Notes of this
series, the Trustee shall endorse Exhibit A of this Note to reflect the
reduction of its Principal Amount by an amount equal to the aggregate
principal amount of the definitive registered Notes of this series so issued
in exchange, whereupon the Principal Amount hereof shall be reduced for all
purposes by the amount so exchanged and noted. Except as otherwise provided
herein or in the Indenture, until exchanged in full for one or more definitive
registered Notes of this series, this permanent global Note shall in all
respects be subject to and entitled to the same benefits and conditions under
the Indenture as a duly authenticated and delivered definitive registered Note
of this series.

     Except as provided in the next paragraph, no beneficial owner of any
portion of this permanent global Note shall be entitled to receive payment of
accrued interest hereon until this permanent global Note has been exchanged
for one or more definitive registered Notes of this series, as provided herein
and in the Indenture.

     The principal and any interest in respect of any portion of this
permanent global Note payable in respect of an Interest Payment Date or at the
Stated Maturity thereof, in each case occurring prior to the exchange of such
portion for a definitive registered Note or Notes of this series, will be
paid, as provided herein, to the holder hereof which will undertake in such
circumstances to credit any such principal and interest received by it in
respect of this permanent global Note to the respective accounts of the
Persons who are the beneficial owners of such interests on such Interest
Payment Date or at Stated Maturity. If a definitive registered Note or
registered Notes of this series are issued in exchange for this permanent
global Note after the close of business at the office or agency where such
exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and before the opening of business at such office
or agency on the related proposed date for payment of Defaulted Interest, then
interest or Defaulted Interest, as the case may be, will not be payable on
such Interest Payment Date or proposed date for payment, as the case may be,
in respect of such registered Note, but will be payable on such Interest
Payment Date or proposed date for payment, as the case may be, only to the
holder hereof, and the holder hereof will undertake in such circumstances to
credit such interest to the account or accounts of the Persons who were the
beneficial owners of any portion of this permanent global Note on such Regular
Record Date or Special Record Date, as the case may be.

     Payment of the principal of (and premium, if any) and any such interest
on this permanent global Note will be made at the Corporate Trust Office of
the Trustee in the Borough of Manhattan, City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that
payment of interest may be made at the option of the Company by check mailed
to the addresses of the Persons entitled thereto as such addresses shall
appear in the Security Register or by transfer to an account maintained by the
payee with, a bank in The City of New York (so long as the applicable Paying
Agent has received transfer instructions in writing).

     The principal of and any premium and interest on any Notes denominated on
the face hereof in a Specified Currency other than U.S. dollars ("Foreign
Currency Notes") payable by the Company in U.S. dollars, except as provided
below. Unless otherwise specified on the face hereof, the Exchange Rate Agent
(as defined below) will obtain the quotations necessary to convert the amount
of all payments of principal of and any premium and interest on Foreign
Currency Notes from the Specified Currency to U.S. dollars. Unless otherwise
specified on the face hereof, however, the holder of a Foreign Currency Note
may elect to receive such payments in the Specified Currency as described
below.

     Any U.S. dollar amount to be received by a holder of a Foreign Currency
Note will be based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent at approximately 11:00 a.m., New York City
time, on the second Market Day preceding the applicable payment date from
three recognized foreign exchange dealers (one of which may be the Exchange
Rate Agent) for the purchase by the quoting dealer of the Specified Currency
for U.S. dollars for settlement on such payment date in the aggregate amount
of the Specified Currency payable to all holders of Foreign Currency Notes
scheduled to receive U.S. dollar payments and at which the applicable dealer
commits to execute a contract. If such bid quotations are not available,
payments will be made in the Specified Currency. All currency exchange costs
will be borne by the holder of the Foreign Currency Note by deductions from
such payments. As used herein, "Exchange Rate Agent" means the agent appointed
by the Company to obtain the quotations necessary to convert the amount of
principal and any premium and interest payments on Foreign Currency Notes from
the Specified Currency into U.S. dollars. Unless otherwise indicated on the
face hereof, the Exchange Rate Agent will be Citibank, N.A.

     Unless otherwise specified on the face hereof, a holder of a Foreign
Currency Note may elect to receive payment of the principal of and any premium
and interest on such Note in the Specified Currency by filing a written
request, signature guaranteed, for such payment at the Corporate Trust Office
of the Paying Agent, in the Borough of Manhattan, The City of New York, on or
prior to the Regular Record Date or at least 16 days prior to Maturity, as the
case may be. A holder of a Foreign Currency Note may make such election with
respect to all principal and any premium and interest payments and need not
file a separate election for each payment. Such election will remain in effect
until changed by written notice to the Paying Agent, but written notice of any
such change must be received by the Paying Agent on or prior to the relevant
Regular Record Date or at least 16 days prior to Maturity, as the case may be.
Any such election or change thereof will be deemed to be made for all Foreign
Currency Notes denominated in such Specified Currency which are registered in
the name of such holder, unless such holder specifies in such written request
the particular Foreign Currency Notes with regard to which such election or
change thereof shall not apply.

     Except as described below, principal of and any premium and interest on
Foreign Currency Notes paid in U.S. dollars will be paid in the manner
specified above for principal of and any premium and interest on Notes
denominated in U.S. dollars, and principal of and any premium and interest on
Foreign Currency Notes paid in a Specified Currency will be paid by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register. All checks payable in a Specified Currency
will be drawn on a bank office located outside the United States. In addition,
payments in U.S. dollars of principal of and any premium and interest on a
Foreign Currency Note in which the equivalent of U.S. $10,000,000 or more has
been invested may, at the request of the holder thereof, be made in
immediately available funds at the Corporate Trust Office of the Paying Agent,
in the Borough of Manhattan, The City of New York, provided 

that, in the case of payments of principal and any premium, such Note is
presented to the Paying Agent in time for the Paying Agent to make such
payments in such funds in accordance with its normal procedures. Also,
payments in a Specified Currency of principal of and any premium and interest
on a Foreign Currency Note in which the equivalent of U.S. $10,000,000 or more
has been invested may, at the request of the holder thereof, be made by wire
transfer to an account with a bank located in the country of the Specified
Currency, as shall have been designated on or prior to the relevant Regular
Record Date or at least 16 days prior to Maturity, as the case may be,
provided that, in the case of payments of principal and any premium, the Note
is presented at the Corporate Trust Office of the Paying Agent, in the Borough
of Manhattan, The City of New York in time for the Paying Agent to make such
payments in such funds in accordance with its normal procedures. Any request
of a holder in accordance with this paragraph must be transmitted to the
Paying Agent on or prior to the relevant Regular Record Date or at least 16
days prior to Maturity, as the case may be. Such request may be in writing
(mailed or hand delivered) or by cable, telex or other form of facsimile
transmission. Such holder may make such election for all principal and any
premium and interest payments and need not file a separate election for each
payment. Such election will remain in effect until revoked by written notice
to the Paying Agent, but written notice of any such revocation must be
received by the Paying Agent on or prior to the relevant Regular Record Date
or at least 16 days prior to Maturity, as the case may be.

     Unless otherwise specified on the face hereof, the owner of a beneficial
interest in this permanent global Note or (if such Note is denominated in a
Specified Currency on the face hereof) that elects to receive payments of
principal, premium or interest in such Specified Currency must notify the
participant in the Depositary's book-entry system through which its interest
is held on or prior to the applicable Record Date, in the case of a payment of
interest, and at least 16 days prior to Maturity, in the case of a payment of
principal or premium, of such beneficial owner's election to receive such
payment in such Specified Currency. Such participant must notify the
Depositary of such election on or prior to the third Market Day after such
Record Date or at least 12 days prior to Maturity, as the case may be, and the
Depositary will notify the Paying Agent of such election on or prior to the
fifth Market Day after such Record Date or at least 10 days prior to the
Maturity Date, as the case may be. If complete instructions are received by
such participant from the beneficial owner and forwarded by the participant to
the Depositary, and by the Depositary to the Paying Agent, on or prior to such
dates, then such beneficial owner will receive payments in the applicable
Specified Currency.

     The Indenture contains certain provisions for defeasance which shall
apply to this permanent global Note.

     If so provided on the face hereof, this permanent global Note may be
redeemed by the Company on the Redemption Date(s) and at the applicable
Redemption Price(s) so indicated on the face hereof. If no date on which this
permanent global Note is redeemable is set forth on the face hereof, this
permanent global Note may not be redeemed prior to Maturity. On the Redemption
Date(s), if any, on which this permanent global Note may be redeemed, this
permanent global Note may be redeemed in whole or in part in increments of
$1,000 or such other minimum denomination provided on the face hereof
(provided that any remaining principal amount of this permanent global Note
shall be at least $1,000 or such minimum denomination) at the option of the
Company at the applicable Redemption Price, together with interest thereon
payable to the applicable Redemption Date.

     Notice of redemption will be given by mail to holders of Notes, not less
than 30 nor more than 60 days prior to the date fixed for redemption, all as
provided in the Indenture.

     In the event of redemption of this permanent global Note in part only, a
new permanent global Note or Notes of this series and of like tenor for the
unredeemed portion of the Principal Amount hereof will be delivered to the
Depositary upon the cancelation hereof.

     Unless otherwise indicated on the face hereof, this permanent global Note
will not have a sinking fund.

     Unless otherwise indicated on the face hereof, this permanent global Note
will not be subject to redemption at the option of the holder.

     If so provided on the face hereof, the Company may be required to
repurchase the Notes of this series, in whole or in part, on the Repayment
Date(s) and at the applicable Repayment Price(s) so indicated on the face
hereof, plus accrued interest, if any, to the applicable Repayment Date. On or
before the applicable Repayment Date, the Company shall deposit with the
Trustee money sufficient to pay the applicable Repayment Price and any
interest accrued on the such Notes to be tendered for repayment. On and after
such Repayment Date, interest will cease to accrue on such Notes or any
portion thereof tendered for repayment.

     The repayment option may be exercised by the holder of this permanent
global Note for less than the entire principal amount of this permanent global
Note, but in that event, the principal amount of this permanent global Note
remaining outstanding after repayment must be in an authorized denomination
and the denomination of the new Note or Notes to be issued to the holder for
the portion of the principal amount of such Note surrendered that is not be
repaid must be specified. In the event of repurchase of this permanent global
Note in part only, a new Note or Notes of this series and of like tenor for
the unpurchased portion hereof will be issued in the name of the holder hereof
upon the cancelation hereof.

     In order for this Note to be repaid, the Paying Agent must receive at
least 30 days but not more than 45 days prior to the repayment date (i) this
Note with the form entitled "Option to Elect Repayment" on the reverse of this
Note duly completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange, the National
Association of Securities Dealers, Inc., the Depositary or a commercial bank
or trust company in the United States setting forth the name of the holder of
this Note, the principal amount of this Note, the principal amount of this
Note to be repaid, the certificate number or a description of the tenor and
terms of this Note, a statement that the option to elect repayment is being
exercised thereby, and a guarantee that this Note to be repaid, together with
the duly completed form entitled "Option to Elect Repayment" on the reverse of
this Note, will be received by the Paying Agent not later than the fifth
Market Day after the date of such telegram, telex, facsimile transmission or
letter; provided, however, such telegram, telex, facsimile transmission or
letter shall only be effective if this Note and duly completed form are
received by the Paying Agent by such fifth Market Day.

     If an Event of Default (or event which, after giving of notice or passage
of time would constitute an Event of Default) with respect to the Notes shall
occur and be continuing, the principal of all of the Notes may be declared due
and payable in the manner and with the effect provided in the Indenture.

     As set forth in, and subject to, the provisions of the Indenture, no
holder of any Note of this 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 outstanding Notes of
this series 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 Notes of this series.

     No reference herein to the Indenture and no provision of this permanent
global Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and any interest on this permanent global Note at the times,
places and rate, and in the coin or currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of a Note is registerable in the Security Register,
upon surrender of such Note for registration of transfer at the office of the
Security Registrar for this series or at the offices of any transfer agent
designated by the Company for such purpose. Every Note presented for
registration of transfer shall (if so required by the Company or the Trustee)
be duly endorsed, or accompanied by a written instrument of transfer in form
satisfactory to the Company, the Trustee and the Security Registrar duly
executed by the holder or its attorney duly authorized in writing, and one or
more new Notes of like tenor and terms in registered form, of authorized
denominations and for the same aggregate principal amount, will be issued in
the name or names of the designated transferee or transferees and delivered at
the office of the Security Registrar in The City of New York, or mailed, at
the request, risk and expense of the transferee or transferees, to the address
or addresses shown in the Security Register for such transferee or
transferees.

     Any transfers of Notes or interests in Notes in different denominations
shall in each case be for Notes or interests of like tenor and terms and equal
aggregate principal amounts.

     Prior to due presentment of a Note for registration of transfer, the
Company, the Trustee, the Security Registrar and any agent of the Company, the
Trustee or the Security Registrar may treat the Person in whose name a Note is
registered as the owner hereof for all purposes, whether or not such Note is
overdue, and neither the Company, the Trustee, the Security Registrar nor any
such agent shall be affected by notice to the contrary.

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

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

     The authorized denominations of Notes denominated in U.S. Dollars will be
U.S. $1,000 and any larger amount that is an integral multiple of U.S. $1,000.
The authorized denominations of Notes denominated in a currency other than
U.S. Dollars will be as set forth on the face hereof.

     The Notes of this series (including this permanent global Note) shall be
dated the date of their authentication.

     All terms used and not otherwise defined in this permanent global Note
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.

     The Indenture and the Notes shall be construed in accordance with and
governed by the laws of the State of New York.

                        NOTE REGISTRAR AND PAYING AGENT

                        NOTE REGISTRAR AND PAYING AGENT
                              (subject to change)

                                Citibank, N.A.
                                111 Wall Street
                                   5th Floor
                           Corporate Trust Services
                           New York, New York 10043

                           OPTION TO ELECT REPAYMENT

     The undersigned hereby irrevocably requests and instructs the Company to
repay the within Note (or portion hereof specified below) pursuant to its
terms at a price equal to the applicable Repayment Price thereof together with
interest to the Repayment Date specified below, to the undersigned

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

- -------------------------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)

     If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the holder elects to have repaid
______________; and specify the denomination or denominations (which shall be
in authorized denominations) of the Notes to be issued to the holder for the
portion of the within Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid):

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

Repayment Date:
               ----------------------------------------------------------------

Date:
     --------------------     -------------------------------------------------
                                                (Signature)

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

                                 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
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY
OTHER IDENTIFYING NUMBER OF ASSIGNEE

- ------------------------------
                                   :
- ------------------------------:  ---------------------------

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
        ----------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
          --------------------------------
attorney to transfer said Note 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.)

                                                                     EXHIBIT A

                             Exhibits of Exchanges

                                                                Exhibit 4.5
                         UNION PACIFIC CORPORATION
                         MEDIUM-TERM NOTE, SERIES E

Registered                 (Certificated Note)              Registered
- ----------                   (Floating Rate)                ----------
No.                                                         Cusip
- ---                                                         -----
     If applicable, the "Total Amount of OID", "Yield to Maturity" and
"Initial Accrual Period OID" (computed under the approximate method) below
will be completed solely for the purposes of applying the United States
Federal income tax original issue discount ("OID") rules.

Original Issue Date:            Spread (plus or minus):

Principal Amount:               Spread Multiplier:

Issue Price:                    Maximum Interest Rate:

Maturity Date:                  Minimum Interest Rate:

Interest Payment Period:        Specified Currency: / / U.S. Dollars / / Other

Interest Payment Dates:         Authorized Denominations (Only applicable if
                                Specified Currency is other than U.S. Dollars):

  Redemption     Redemption     Total Amount of OID:
    Date(s)       Price(s) 
    -------       -------- 
  Repayment      Repayment      Yield to Maturity:
    Date(s)       Price(s)
  ---------      ---------

Initial Interest Rate:          Initial Accrual Period OID:

Interest Rate Index:            Interest Reset Dates:

Index Maturity:                 Calculation Agent:

     This Note is a registered Note of UNION PACIFIC CORPORATION, a Utah
corporation (the "Company"). This Note is one of a series of Notes (as
defined on the reverse hereof) issued under the Indenture referred to on
the reverse hereof designated as Medium-Term Notes, Series E. Subject to
the provisions hereof, the Company, for value received, hereby promises to
pay to                  , or registered assigns, the principal sum of    
      on the Maturity Date shown above and to pay premium, if any, and 
interest, if any, thereon, as described on the reverse hereof.

     The principal of (and premium, if any) and interest, if any, on this
Note are payable by the Company in such coin or currency specified on the
face hereof as at the time of payment shall be legal tender for the payment
of public and private debts.

     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

     Unless the certificate of authentication hereon has been manually
executed by or on behalf of the Trustee under the Indenture, this Note
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 Note to
be duly executed under its corporate seal.

                                                 UNION PACIFIC CORPORATION,

                                                 By: _____________________
CERTIFICATE OF AUTHENTICATION
                                   [Seal]

     This is one of the Notes issued
under the within-mentioned Indenture.

Dated: ___________________________

CITIBANK, N.A.,
as Trustee

By: ______________________________
     Authorized Signatory

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL NOTES REPRESENTED HEREBY, THIS GLOBAL NOTE 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
                         MEDIUM-TERM NOTE, SERIES E
Registered                     (Global Note)                        Registered
- ----------                 (Floating Rate Note)                     ----------
No.                                                                 Cusip
- ---                                                                 -----
     If applicable, the "Total Amount of OID", "Yield to Maturity" and
"Initial Accrual Period OID" (computed under the approximate method) below
will be completed solely for the purposes of applying the United States
Federal income tax original issue discount ("OID") rules.
Issue Date:                     Spread (plus or minus):
Principal Amount:
Issue Price:                    Spread Multiplier:
Maturity Date:                  Maximum Interest Rate:
Interest Payment Period:        Minimum Interest Rate:
Interest Payment Dates:         Specified Currency: / / U.S. Dollars / / Other:
     Redemption       Redemption   Authorized Denominations (Only applicable
       Date(s)         Price(s)    if Specified Currency is other than
     ----------       ----------   U.S. Dollars):
      Repayment        Repayment   Total Amount of OID:
       Date(s)         Price(s)
       -------         --------    Yield to Maturity:
Initial Interest Rate:             Initial Accrual Period OID:
Interest Rate Index:               Interest Reset Dates:
Index Maturity:                    Calculation Agent:
     This Note is a registered  Note of UNION PACIFIC  CORPORATION,  a Utah
corporation  (the  "Company").  This  Note is one of a series  of Notes (as
defined on the reverse  hereof)  issued under the Indenture  referred to on
the reverse hereof designated as Medium-Term  Notes,  Series E . Subject to
the provisions hereof, the Company, for value received,  hereby promises to
pay to      , or registered  assigns,  the principal sum of on the Maturity
Date shown above and to pay premium,  if any, and interest,  if any, thereon,
as described on the reverse hereof.

     The principal of (and premium, if any) and interest, if any, on this
Note are payable by the Company in such coin or currency specified on the
face hereof as at the time of payment shall be legal tender for the payment
of public and private debts.

     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

     Unless the certificate of authentication hereon has been manually
executed by or on behalf of the Trustee under the Indenture, this Note
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 Note to
be duly executed under its corporate seal.
                                                 UNION PACIFIC CORPORATION,

                                                 By: _________________________
CERTIFICATE OF AUTHENTICATION
                                   [Seal]
     This is one of the Notes issued
under the within-mentioned Indenture.

Dated: ____________________

CITIBANK, N.A.,
as Trustee

By: _________________________
     Authorized Signatory

                    [REVERSE OF MEDIUM-TERM NOTE, SERIES E]
                           Union Pacific Corporation
                          Medium-Term Note, Series E

     This permanent global Note is one of a duly authorized issue of
securities of Union Pacific Corporation, a Utah corporation (hereinafter
called the "Company", which term includes any successor corporation under the
Indenture hereinafter referred to), unlimited in aggregate principal amount,
issued and to be issued in one or more series under an Indenture, dated as of
December 20, 1996, between the Company and Citibank, N.A., as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture (as hereinafter defined)) to which indenture and all supplemental
indentures thereto (the "Indenture") reference is hereby made for a statement
of the respective rights thereunder of the Company, the Trustee and the
holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This permanent global Note is one of the series
of Notes designated on the face hereof, of an aggregate initial principal
amount equal to the Principal Amount shown above (the "Principal Amount"),
with the Interest Payment Dates, Issue Date, and Maturity Date specified on
the face hereof and bearing interest on said Principal Amount at the interest
rate specified on the face hereof. The Notes of this series may be issued from
time to time with varying maturities, interest rates and other terms.

     The Company, for value received, hereby promises to pay to Cede & Co., as
nominee for the Depositary (as hereinafter defined), or registered assigns,
the Principal Amount hereof on the Maturity Date shown on the face hereof, and
to pay interest thereon, from and including the Issue Date shown on the face
hereof or from and including the most recent Interest Payment Date to which
interest has been paid or duly provided for, at a rate per annum equal to the
Initial Interest Rate shown on the face hereof until the first Interest Reset
Date shown on the face hereof following the Issue Date shown on the face
hereof and thereafter in accordance with the provisions below under the
headings "Determination of Commercial Paper Rate", "Determination of LIBOR",
"Determination of Treasury Rate", "Determination of CD Rate", "Determination
of Federal Funds Effective Rate", "Determination of Prime Rate", or
"Determination of CMT Rate", depending upon whether the Interest Rate Index is
the Commercial Paper Rate, LIBOR, Treasury Rate, CD Rate, Federal Funds
Effective Rate, Prime Rate or CMT Rate as indicated on the face hereof, until
the principal hereof is paid or duly made available for payment. Interest will
be payable in arrears on each Interest Payment Date and at Maturity,
commencing with the first Interest Payment Date after the Issue Date shown on
the face hereof, unless the Issue Date is between a Regular Record Date (as
defined below) and an Interest Payment Date, in which case, the first payment
of interest hereon shall be made on the second Interest Payment Date following
the Issue Date. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid
to the Person in whose name this permanent global Note (or one or more
predecessor Notes) is registered at the close of business on the Regular
Record Date next preceding such Interest Payment Date. As used herein,
"Regular Record Date" shall mean the date 15 calendar days prior to each
Interest Payment Date, whether or not a Market Day (as defined below). Any
such interest not so punctually paid or duly provided for shall forthwith
cease to be payable to the holder on such Regular Record Date and may be paid
to the Person in whose name this permanent global Note (or one or more
predecessor Notes) is registered at the close of business on a Special Record
Date to be fixed by the Trustee for the payment of such Defaulted Interest,
notice whereof shall be given to the holder of this permanent global Note 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 Notes of this series may be listed, and upon
such notice as may be required by such exchange, all as more 

fully provided in the Indenture. Notwithstanding the foregoing, interest
payable on this permanent global Note at Maturity will be payable to the
person to whom principal shall be payable.

     The rate of interest on this Note will be reset daily, weekly, monthly,
quarterly, semi-annually or annually (each, an "Interest Reset Date"), as
specified on the face hereof. Unless otherwise specified on the face hereof,
the Interest Reset Date will be as follows: if this Note resets daily, each
Market Day; if this Note (other than a Treasury Rate Note) resets weekly, the
Wednesday of each week; if this Note is a Treasury Rate Note that resets
weekly, the Tuesday of each week; if this Note resets monthly, the third
Wednesday of each month; if this Note resets quarterly, the third Wednesday of
March, June, September and December; if this Note resets semi-annually, the
third Wednesday of two months of each year which are six months apart, as
specified on the face hereof; and if this Note resets annually, the third
Wednesday of one month of each year, as specified on the face hereof;
provided, however, that the interest rate in effect from the Issue Date of
this Note (or any predecessor Note) to the first Interest Reset Date will be
the Initial Interest Rate. If any Interest Reset Date for this Note would
otherwise be a day that is not a Market Day, the Interest Reset Date for such
Note shall be the next succeeding Market Day, except that in the case of a
LIBOR Note, if such Market Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Market Day. "Initial
Interest Rate" means the rate at which this Note will bear interest from its
Issue Date to the first Interest Reset Date, as indicated on the face hereof.

     If this Note is designated on the face hereof as an "Inverse Floating
Rate Note", then, unless otherwise described on the face hereof, this Note
will bear interest at a floating interest rate equal to the Fixed Interest
Rate indicated on the face hereof minus the rate determined by reference to
the applicable Interest Rate Index specified on the face hereof (a) plus or
minus the applicable Spread, if any, and/or (b) multiplied by the applicable
Spread Multiplier, if any; provided, however, that, unless otherwise specified
on the face hereof, the interest rate hereon will not be less than zero.

Determination of Commercial Paper Rate

     If the Interest Rate Index specified on the face hereof is the Commercial
Paper Rate, the interest rate with respect to this Note for any Interest Reset
Date shall be the Commercial Paper Rate plus or minus the Spread, if any, or
multiplied by the Spread Multiplier, if any, as specified on the face hereof,
as determined on the applicable Interest Determination Date.

     Unless otherwise specified on the face hereof, "Commercial Paper Rate"
means, with respect to any Commercial Paper Interest Determination Date, the
Money Market Yield (calculated as described below) of the rate quoted on a
discount basis on such date for commercial paper having the Index Maturity
specified on the face hereof as published in H.15(519) under the heading
"Commercial Paper -- Nonfinancial." If such rate is not published prior to
3:00 P.M., New York City time, on the related Calculation Date, then the
Commercial Paper Rate shall be the rate set forth in the H.15 Daily Update for
that day under the heading "Commercial Paper-Nonfinancial" in respect of
commercial paper having the Index Maturity specified on the face hereof. If
such rate is neither published in H.15(519) or in the H.15 Daily Update by
3:00 P.M., New York City time, on the related Calculation Date, then the
Commercial Paper Rate on such Commercial Paper Interest Determination Date
will be calculated by the Calculation Agent and shall be the Money Market
Yield of the arithmetic mean of the offered rates, as of 11:00 A.M., New York
City time, on that Commercial Paper Interest Determination Date, of three
leading dealers of commercial paper in The City of New York selected by the
Calculation Agent for commercial paper having the Index Maturity specified on
the face hereof placed for a non-financial entity whose senior 

unsecured bond rating is "AA", or the equivalent, from a nationally recognized
rating agency; provided, however, that if the dealers so selected by the
Calculation Agent are not quoting as mentioned in this sentence, the
Commercial Paper Rate will be the Commercial Paper Rate in effect on such
Commercial Paper Interest Determination Date.

     "Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:

          Money Market Yield =     D X 360  
                                 ........... x 100
                                360 - (D X M)

where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the interest period for which interest is being calculated.

     "H.15 Daily Update" means the daily update of the Board of Governors of
the Federal Reserve System at http://www.bog.frb.fed.us/releases/H15/update or
any successor site or publication. "H.15(519)" means the weekly statistical
release entitled "Statistical Release H.15(519), Selected Interest Rates", or
any successor publication, published by the Board of Governors of the Federal
Reserve System.

Determination of LIBOR

     If the Interest Rate Index specified on the face hereof is LIBOR, the
interest rate with respect to this Note for any Interest Reset Date shall be
LIBOR plus or minus the Spread, if any, or multiplied by the Spread
Multiplier, if any, as specified on the face hereof, as determined on the
applicable Interest Determination Date.

     Unless otherwise specified on the face hereof, "LIBOR" means the rate
determined by the Calculation Agent in accordance with the following
provisions:

          (i) With respect to any LIBOR Interest Determination Date, LIBOR
     will be either: (a) if "LIBOR Reuters" is specified on the face hereof,
     the arithmetic mean of the offered rates (unless the Designated LIBOR
     Page by its terms provides only for a single rate, in which case such
     single rate shall be used) for deposits in the Index Currency having the
     Index Maturity specified on the face hereof, commencing on the applicable
     Interest Reset Date, that appear (or, if only a single rate is provided
     as aforesaid, appears) on the Designated LIBOR Page as of 11:00 A.M.,
     London time, on such LIBOR Interest Determination Date, or (b) if "LIBOR
     Telerate" is specified on the face hereof or if neither "LIBOR Reuters"
     nor "LIBOR Telerate" is specified on the face hereof as the method for
     calculating LIBOR, the arithmetic mean of the rates for deposits in the
     Index Currency having the Index Maturity specified on the face hereof,
     commencing on such Interest Reset Date, that appears on the Designated
     LIBOR Page as of 11:00 A.M., London time, on such LIBOR Interest
     Determination Date. If fewer than two such offered rates appear, or if no
     such rate appears, as applicable, LIBOR on such LIBOR Interest
     Determination Date will be determined in accordance with the provisions
     described in clause (ii) below.

          (ii) With respect to a LIBOR Interest Determination Date on which
     fewer than two offered rates appear, or no rate appears, as the case may
     be, on the Designated LIBOR Page as specified in clause 

     (i) above, the Calculation Agent will request the principal London
     offices of each of four major reference banks in the London interbank
     market, as selected by the Calculation Agent, to provide the Calculation
     Agent with its offered quotation for deposits in the Index Currency for
     the period of the Index Maturity specified on the face hereof, commencing
     on the applicable Interest Reset Date, to prime banks in the London
     interbank market at approximately 11:00 A.M., London time, on such LIBOR
     Interest Determination Date and in a principal amount that is
     representative for a single transaction in such Index Currency in such
     market at such time. If at least two quotations are so provided, then
     LIBOR on such LIBOR Interest Determination Date will be the arithmetic
     mean of such quotations. If fewer than two such quotations are so
     provided, then LIBOR on such LIBOR Interest Determination Date will be
     the arithmetic mean of the rates quoted at approximately 11:00 A.M., in
     the applicable Principal Financial Center, on such LIBOR Interest
     Determination Date by three major banks in such Principal Financial
     Center (as defined below) selected by the Calculation Agent for loans in
     the Index Currency to leading European banks, having the Index Maturity
     specified on the face hereof and in a principal amount that is
     representative for a single transaction in such Index Currency in such
     market at such time; provided, however, that if the banks so selected by
     the Calculation Agent are not quoting as mentioned in this sentence,
     LIBOR determined as of such LIBOR Interest Determination Date will be
     LIBOR in effect on such LIBOR Interest Determination Date.

     "Index Currency" means the currency or composite currency specified on
the face hereof as to which LIBOR shall be calculated. If no such currency or
composite currency is specified on the face hereof, the Index Currency shall
be United States dollars.

     "Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified on the
face hereof, the display on the Reuters Monitor Money Rates Service (or any
successor service) on the page specified on the face hereof (or any other page
as may replace such page or such service (or any successor service)) for the
purpose of displaying the London interbank rates of major banks for the
applicable Index Currency, or (b) if "LIBOR Telerate" is specified on the face
hereof or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified on the
face hereof as the method for calculating LIBOR, the display on Dow Jones
Markets Limited (or any successor service) on page 3750 if the U.S. dollar is
the Index Currency or with respect to any other Index Currency, on the page
specified on the face hereof (or any other page as may replace such page or
such service (or any successor service)) for the purpose of displaying the
London interbank rates of major banks for the applicable Index Currency.

Determination of Treasury Rate

     If the Interest Rate Index specified on the face hereof is the Treasury
Rate, the interest rate with respect to this Note for any Interest Reset Date
shall be the Treasury Rate plus or minus the Spread, if any, or multiplied by
the Spread Multiplier, if any, as specified on the face hereof, as determined
on the applicable Interest Determination Date.

     Unless otherwise specified on the face hereof, "Treasury Rate" means,
with respect to any Treasury Interest Determination Date, the rate from the
most recent auction of direct obligations of the United States ("Treasury
Bills") having the Index Maturity specified on the face hereof as such rate
appears on either the Telerate page 56 or the Telerate page 57 under the
heading "AVGE INVEST YIELD" or, if not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the auction average rate of such
Treasury Bills (expressed as a bond equivalent, on the basis of a year of 365
or 366 days, as 

applicable, and applied on a daily basis) as otherwise announced by the United
States Department of the Treasury. If the results of the auction of Treasury
Bills having the Index Maturity specified on the face hereof are not reported
as provided above by 3:00 P.M., New York City time, on such Calculation date,
or if no such auction is held, then the Treasury Rate will be calculated by
the Calculation Agent and will be a yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of the arithmetic mean of the secondary market bid
rates as of approximately 3:30 P.M., New York City time, on such Treasury
Interest Determination Date, of three leading primary United States government
securities dealers (which may include any agents entering into contracts with
the Company to solicit purchases of the Notes, or any affiliates of such
agents (collectively, the "Agents"; and each Agent or other securities dealer
acting in such capacity, a "Reference Dealer") selected by the Calculation
Agent, for the issue of Treasury Bills with a remaining maturity closest to
the specified Index Maturity; provided, however, that if the Reference Dealers
so selected by the Calculation Agent are not quoting as mentioned in this
sentence, the Treasury Rate will be the Treasury Rate in effect on such
Treasury Interest Determination Date.

Determination of CD Rate

     If the Interest Rate Index specified on the face hereof is the CD Rate,
the interest rate with respect to this Note for any Interest Reset Date shall
be the CD Rate plus or minus the Spread, if any, or multiplied by the Spread
Multiplier, if any, as specified on the face hereof, as determined on the
applicable Interest Determination Date.

     Unless otherwise specified on the face hereof, "CD Rate" means, with
respect to any CD Interest Determination Date, the rate on such date for
negotiable U.S. dollar certificates of deposit having the Index Maturity
specified on the face hereof as published in H.15(519) under the heading "CDs
(Secondary market)." If such rate is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, then the CD Rate will be the rate
on such CD Interest Determination Date for negotiable U.S. dollar certificates
of deposit having the Index Maturity specified on the face hereof as published
in the H.15 Daily Update. If such rate is neither published in H.15(519) or in
the H.15 Daily Update by 3:00 P.M., New York City time, on the related
Calculation Date, the CD Rate on such CD Interest Determination Date will be
calculated by the Calculation Agent and will be the arithmetic mean of the
secondary market offered rates as of 10:00 A.M., New York City time, on such
CD Interest Determination Date, of three leading nonbank dealers in negotiable
U.S. dollar certificates of deposit in The City of New York (which may include
any of the Agents) selected by the Calculation Agent for negotiable U.S.
dollar certificates of deposit of major United States money center banks of
the highest credit standing (in the market for negotiable U.S. dollar
certificates of deposit) with a remaining maturity closest to the Index
Maturity specified on the face hereof in an amount that is representative for
a single transaction in that market at that time; provided, however, that if
the dealers so selected by the Calculation Agent are not quoting as mentioned
in this sentence, the CD Rate will be the CD Rate in effect on such CD
Interest Determination Date.

Determination of Federal Funds Effective Rate

     If the Interest Rate Index specified on the face hereof is the Federal
Funds Effective Rate, the interest rate with respect to this Note for any
Interest Reset Date shall be the Federal Funds Effective Rate plus or minus
the Spread, if any, or multiplied by the Spread Multiplier, if any, as
specified on the face hereof, as determined on the applicable Interest
Determination Date. 

     Unless otherwise specified on the face hereof, "Federal Funds Effective
Rate" means, with respect to any Federal Funds Interest Determination Date,
the rate on that date for Federal Funds having the Index Maturity specified on
the face hereof as published in H.15(519) under the heading "Federal Funds
(Effective)." If such rate is not so published by 9:00 A.M., New York City
time, on the related Calculation Date, then the Federal Funds Effective Rate
will be the rate on such Federal Funds Interest Determination Date as
published in the H.15 Daily Update under the heading "Federal Funds
(Effective)." If such rate is neither published in H.15 (519) or in the H.15
Daily Update by 3:00 P.M. New York City time, on the related Calculation Date,
then the Federal Funds Effective Rate on such Federal Funds Interest
Determination Date will be calculated by the Calculation Agent and will be the
arithmetic mean of the rates as of 9:00 A.M., New York City time, on such
Federal Funds Interest Determination Date for the last transaction in
overnight Federal Funds arranged by three leading brokers of Federal Funds
transactions in The City of New York (which may include any of the Agents or
their affiliates) selected by the Calculation Agent; provided, however, that
if the brokers so selected by the Calculation Agent are not quoting as
mentioned in this sentence, the Federal Funds Effective Rate will be the
Federal Funds Effective Rate in effect on such Federal Funds Interest
Determination Date.

Determination of Prime Rate

     If the Interest Rate Index specified on the face hereof is the Prime
Rate, the interest rate with respect to this Note for any Interest Reset Date
shall be the Prime Rate plus or minus the Spread, if any, or multiplied by the
Spread Multiplier, if any, as specified on the face hereof, as determined on
the applicable Interest Determination Date.

     Unless otherwise specified on the face hereof, "Prime Rate" means, with
respect to any Prime Rate Interest Determination Date, the rate on such date
as is published in H.15(519) under the heading "Bank Prime Loan." If the rate
is not published prior to 9:00 a.m., New York City time, on the related
Calculation Date, then the Prime Rate will be the rate on such Prime Interest
Determination Date as published in the H.15 Daily Update opposite the caption
"Bank Prime Loan." If such rate is not published prior to 3:00 P.M., New York
City time, on the related Calculation Date, in either H.15(519) or the H.15
Daily Update, then the Prime Rate shall be the arithmetic mean of the rates of
interest publicly announced by each bank that appears on the Reuters Screen
USPRIME1 Page (as defined below) as such bank's prime rate or base lending
rate as in effect for such Prime Rate Interest Determination Date. If fewer
than four such rates appear on the Reuters Screen USPRIME1 Page for such Prime
Rate Interest Determination, then the Prime Rate shall be the arithmetic mean
of the prime rates quoted on the basis of the actual number of days in the
year divided by a 360-day year as of the close of business on such Prime Rate
Interest Determination Date by four major money center banks in The City of
New York selected by the Calculation Agent. If fewer than four such quotations
are so provided, then the Prime Rate shall be the arithmetic mean of four
prime rates quoted on the basis of the actual number of days in the year
divided by a 360-day year as of the close of business on such Prime Rate
Interest Determination Date as furnished in The City of New York by the major
money center banks, if any, that have provided such quotations and by a
reasonable number of substitute banks or trust companies to obtain four such
prime rate quotations, provided such substitute banks or trust companies are
organized and doing business under the laws of the United States, or any State
thereof, each having total equity capital of at least $500,000,000 and being
subject to supervision or examination by Federal or State authority, selected
by the Calculation Agent to provide such rate or rates; provided, however,
that if the banks or trust companies so selected by the Calculation Agent are
not quoting as mentioned in this sentence, the Prime Rate determined as of
such 

Prime Rate Interest Determination Date will be the Prime Rate in effect on
such Prime Rate Interest Determination Date.

     "Reuters Screen USPRIME1 Page" means the display designated as page
"USPRIME1" on the Reuters Monitor Money Rates Service (or any successor
service) or such other page as may replace the USPRIME1 Page on the Reuters
Monitor Money Rates Service (or any successor service) for the purpose of
displaying prime rates or base lending rates of major United States banks.

Determination of CMT Rate

     If the Interest Rate Index specified on the face hereof is the CMT Rate,
the interest rate with respect to this Note for any Interest Reset Date shall
be the CMT Rate plus or minus the Spread, if any, or multiplied by the Spread
Multiplier, if any, as specified on the face hereof, as determined on the
applicable Interest Determination Date.

     Unless otherwise specified on the face hereof, "CMT Rate" means, with
respect to any CMT Rate Interest Determination Date, the rate displayed on the
Designated CMT Telerate Page under the caption ". . . Treasury Constant
Maturities . . . Federal Reserve Board Release H.15 . . . Mondays
Approximately 3:45 P.M.," under the column for the Designated CMT Maturity
Index for (i) if the Designated CMT Telerate Page is 7051, the rate on such
CMT Rate Interest Determination Date and (ii) if the Designated CMT Telerate
Page is 7052, the weekly or monthly average, as specified on the face hereof,
for the week or the month, as applicable, ended immediately preceding the week
or month, as applicable, in which the related CMT Rate Interest Determination
Date occurs. If such rate is no longer displayed on the relevant page or is
not displayed by 3:00 P.M., New York City time, on the related Calculation
Date, then the CMT Rate for such CMT Rate Interest Determination Date will be
such treasury constant maturity rate for the Designated CMT Maturity Index as
published in the relevant H.15(519). If such rate is no longer published or is
not published by 3:00 P.M., New York City time, on the related Calculation
Date, then the CMT Rate on such CMT Rate Interest Determination Date will be
such treasury constant maturity rate for the Designated CMT Maturity Index (or
other United States Treasury rate for the Designated CMT Maturity Index) for
the CMT Rate Interest Determination Date with respect to such Interest Reset
Date as may then be published by either the Board of Governors of the Federal
Reserve System or the United States Department of the Treasury that the
Calculation Agent determines to be comparable to the rate formerly displayed
on the Designated CMT Telerate Page and published in the relevant H.15(519).
If such information is not provided by 3:00 P.M., New York City time, on the
related Calculation Date, then the CMT Rate on the CMT Rate Interest
Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity, based on the arithmetic mean of the secondary market
closing offer side prices as of approximately 3:30 P.M., New York City time,
on such CMT Rate Interest Determination Date reported, according to their
written records, by three Reference Dealers in The City of New York selected
by the Calculation Agent (from five such Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, on of the lowest)), for the most recently issued direct noncallable
fixed rate obligations of the United States ("Treasury Notes") with an
original maturity of approximately the Designated CMT Maturity Index and a
remaining term to maturity of not less than such Designated CMT Maturity Index
minus one year. If the Calculation Agent is unable to obtain three such
Treasury Note quotations, the CMT Rate on such CMT Rate Interest Determination
Date will be calculated by the Calculation Agent and will be a yield to
maturity based on the arithmetic mean of the secondary market offer side
prices as of approximately 3:30 P.M., New York City time, on such CMT Rate
Interest 

Determination Date of three Reference Dealers in The City of New York
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury Notes with an original maturity of the number of years
that is the next highest to the Designated CMT Maturity Index and a remaining
maturity closest to the Index Maturity specified on the face hereof and in an
amount that is representative for a single transaction in that market at that
time. If three or four (and not five) of such Reference Dealers are quoting as
described above, then the CMT Rate will be based on the arithmetic mean of the
offer prices obtained and neither the highest nor the lowest of such quotes
will be eliminated; provided, however, that if fewer than three Reference
Dealers so selected by the Calculation Agent are quoting as mentioned herein,
the CMT Rate determined as of such CMT Rate Interest Determination Date will
be the CMT Rate in effect on such CMT Rate Determination Date. If two Treasury
Notes with an original maturity as described in the second preceding sentence
have remaining terms to maturity equally close to the Designated CMT Maturity
Index, the Calculation Agent will obtain quotations for the Treasury Note with
the shorter remaining term to maturity and will use such quotations to
calculate the CMT Rate as set forth above.

     "Designated CMT Telerate Page" means the display on Telerate (or any
successor service) on the page specified on the face hereof (or any other page
as may replace such page on that service (or any successor service) for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519))
for the purpose of displaying Treasury Constant Maturities as reported in
H.15(519). If no such page is specified on the face hereof, the Designated CMT
Telerate Page shall be 7052, for the most recent week.

     "Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities (either one, two, three, five, seven, 10, 20 or
30 years) specified on the face hereof with respect to which the CMT Rate will
be calculated. If no such maturity is specified on the face hereof, the
Designated CMT Maturity Index shall be two years.

     Unless otherwise specified on the face hereof, all percentages resulting
from any calculation on this Note will be rounded, if necessary, to the
nearest one-hundred thousandth of a percentage point, with five one-millionths
of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being
rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544) being rounded
to 9.87654% (or .0987654)), and all dollar amounts used in or resulting from
such calculation on this Note will be rounded to the nearest cent (with
one-half cent being rounded upwards).

     The Interest Determination Date pertaining to an Interest Reset Date for
(a) a Commercial Paper Rate Note (the "Commercial Paper Interest Determination
Date"), (b) a CD Rate Note (the "CD Interest Determination Date"), (c) a
Federal Funds Rate Note (the "Federal Funds Interest Determination Date"), (d)
a Prime Rate Note (the "Prime Interest Determination Date") or (e) a CMT Rate
Note (the "CMT Rate Interest Determination Date") will be the second Market
Day preceding the Interest Reset Date with respect to such Note. The Interest
Determination Date pertaining to an Interest Reset Date for a LIBOR Note (the
"LIBOR Interest Determination Date") will be the second London Market Day
preceding such Interest Reset Date. The Interest Determination Date pertaining
to an Interest Reset Date for a Treasury Rate Note (the "Treasury Interest
Determination Date") will be the day of the week in which such Interest Reset
Date falls on which Treasury bills would normally be auctioned. Treasury bills
are usually sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is usually sold at auction on Monday of
each week, unless that day is a legal holiday, in which case the auction is
usually held on the following Tuesday, except that such auction may be held on
the preceding Friday. If, 

as a result of a legal holiday, an auction is so held on the preceding Friday,
such Friday will be the Treasury Interest Determination Date pertaining to the
Interest Reset Date occurring in the next succeeding week. If an auction date
shall fall on any Interest Reset Date for a Treasury Rate Note, then such
Interest Reset Date shall instead be the first Market Day immediately
following such auction date.

     "Calculation Date", where applicable, means the date by which the
Calculation Agent is to calculate the interest rate for this Note which shall
be the earlier of (i) the tenth calendar day after the related Interest
Determination Date, or if any such day is not a Market Day, the next
succeeding Market Day and (ii) the Market Day preceding the applicable
Interest Payment Date or Maturity, as the case may be.

     Upon the request of the holder hereof, the Calculation Agent will provide
the interest rate then in effect, and, if then determined, the interest rate
which will become effective as a result of a determination made for the next
succeeding Interest Reset Date with respect to this Note. The "Calculation
Agent" means the agent appointed by the Company to calculate interest rates
under the circumstances specified above. Unless otherwise provided on the face
hereof, the Calculation Agent will be Citibank, N.A.

     Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, shown on the face hereof. In addition, the interest
rate hereon shall in no event be higher than the maximum rate permitted by New
York law, as the same may be modified by United States law of general
application.

     Unless otherwise indicated on the face hereof and except as provided
below, the Interest Payment Dates for this Note will be, if the rate of
interest on this Note resets daily, weekly or monthly, the third Wednesday of
each month or the third Wednesday of March, June, September and December of
each year (as indicated on the face hereof); if the rate of interest on this
Note resets quarterly, the third Wednesday of March, June, September and
December of each year; if the rate of interest on this Note resets
semi-annually, the third Wednesday of the two months of each year that are six
months apart specified on the face hereof; and if the rate of interest on this
Note resets annually, the third Wednesday of the month specified on the face
hereof, and in each case, at Maturity. If an Interest Payment Date specified
on the face hereof (other than an Interest Payment Date occurring at Maturity)
would otherwise be a day that is not a Market Day, such Interest Payment Date
will be the next succeeding Market Day, except that in the case of a LIBOR
Note, if such day is in the next succeeding calendar month, such Interest
Payment Date will be the immediately preceding Market Day. "Market Day" means
(a) with respect to any Note, any day that is not a Saturday or Sunday and
that, in The City of New York, is not a day on which banking institutions
generally are authorized or obligated by law or executive order to close, (b)
with respect to LIBOR Notes only, any such day on which dealings in deposits
in U.S. dollars are transacted in the London interbank market (a "London
Market Day"), (c) with respect to Notes denominated on the face hereof in a
Specified Currency other than United States Dollars ("Foreign Currency
Notes"), other than Notes denominated in Euro, any day that, in the Principal
Financial Center (as defined below) of the country of the Specified Currency
or, with respect to Foreign Currency Notes denominated in European Currency
Units, Brussels, is not a day on which banking institutions generally are
authorized or obligated by law to close and (d) with respect to Notes
denominated in Euro, a day on which the Trans-European Automated Real-Time
Gross Settlement Express Transfer ("TARGET") System is open. "Principal
Financial Center" means (i) the capital city of the country issuing the
Specified Currency (except as described above with respect to European
Currency Units) or (ii) the capital city of the country to which the
Designated LIBOR Currency relates (or, in the case of European Currency Units,
Luxemburg), as applicable, except, in the case of (i) or (ii) above, that with
respect to U.S. dollars, Australian dollars,

Canadian dollars, Deutsche marks, Dutch guilders, Italian lire and Swiss
francs, the "Principal Financial Center" shall be The City of New York,
Sydney, Toronto, Frankfurt, Amsterdam, Milan (solely in the case of the
Specified Currency) and Zurich, respectively. If the Maturity of this Note
falls on a day that is not a Market Day, the required payment of principal,
premium, if any, and interest will be made on the next succeeding Market Day
with the same force and effect as if made on the date such payment was due,
and no interest will accrue on such payment for the period from and after the
Maturity to the date of such payment on the next succeeding Market Day.

     Unless otherwise specified on the face hereof, interest payments hereon
shall be the amount of interest accrued from and including each Interest
Payment Date (or from and including the Issue Date in the case no interest has
been paid) to, but excluding, the next succeeding Interest Payment Date or
Maturity, as the case may be.

     Accrued interest hereon from the Issue Date shown on the face hereof or
from the last date to which interest has been paid or duly provided for is
calculated by multiplying the Principal Amount on the face hereof by an
accrued interest factor. Such accrued interest factor is computed by adding
the interest factor calculated for each day from and including the Issue Date
or from and including the last date to which interest has been paid or duly
provided for, as the case may be, to but excluding the date for which accrued
interest is being calculated. The interest factor for each such day is
computed by dividing the interest rate applicable to such date by 360, in the
case of Commercial Paper Rate Notes, LIBOR Notes, CD Rate Notes, Federal Funds
Rate Notes and Prime Rate Notes, or by the actual number of days in the year,
in the case of Treasury Rate Notes and CMT Rate Notes.

     This permanent global Note is exchangeable for definitive registered
Notes of this series of like tenor and of an equal aggregate principal amount
only if (x) The Depository Trust Company, or any successor depositary with
respect to the Notes of this series (the "Depositary"), notifies the Company
that it is unwilling or unable to continue as Depositary for this permanent
global Note or if at any time the Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, and a
successor depositary is not appointed by the Company within 90 days, (y) the
Company in its sole discretion determines that this permanent global Note
shall be exchangeable for definitive registered Notes and executes and
delivers to the Trustee an order of the Company providing that this permanent
global Note shall be so exchangeable or (z) there shall have happened and be
continuing an Event of Default or any event which, after notice or lapse of
time, or both, would become an Event of Default with respect to the Notes of
the series of which this permanent global Note is a part. If this permanent
global Note is exchangeable pursuant to the preceding sentence, this Note
shall in the case of clause (x) above be exchanged in whole for definitive
registered Notes of this series, and in the case of clauses (y) and (z) above,
be exchangeable for definitive registered Notes of this series, provided that
the definitive registered Notes so issued in exchange for this Note shall be
in authorized denominations and be of like tenor and of an equal aggregate
principal amount as the portion of the Note to be exchanged, and provided
further that, in the case of clauses (y) and (z) above, definitive registered
Notes of this series will be issued in exchange for this permanent global
Note, or any portion hereof, only if such definitive registered Notes were
requested by written notice to the Security Registrar by or on behalf of a
Person who is a beneficial owner of an interest herein given through the
holder hereof. Any definitive registered Notes of this series issued in
exchange for this permanent global Note shall be registered in the name or
names of such Person or Persons as the holder hereof shall instruct the
Security Registrar. Except as provided on the face hereof, owners of
beneficial interests in this permanent global Note will not be entitled to
receive 

physical delivery of Notes in definitive form and will not be considered the
holders thereof for any purpose under the Indenture.

     Any exchange of this permanent global Note for one or more definitive
registered Notes of this series will be made at the Corporate Trust Office of
the Security Registrar in New York, New York. Upon exchange of any portion of
this permanent global Note for one or more definitive registered Notes of this
series, the Trustee shall endorse Exhibit A of this Note to reflect the
reduction of its Principal Amount by an amount equal to the aggregate
principal amount of the definitive registered Notes of this series so issued
in exchange, whereupon the Principal Amount hereof shall be reduced for all
purposes by the amount so exchanged and noted. Except as otherwise provided
herein or in the Indenture, until exchanged in full for one or more definitive
registered Notes of this series, this permanent global Note shall in all
respects be subject to and entitled to the same benefits and conditions under
the Indenture as a duly authenticated and delivered definitive registered Note
of this series.

     Except as provided in the next paragraph, no beneficial owner of any
portion of this permanent global Note shall be entitled to receive payment of
accrued interest hereon until this permanent global Note has been exchanged
for one or more definitive registered Notes of this series, as provided herein
and in the Indenture.

     The principal and any interest in respect of any portion of this
permanent global Note payable in respect of an Interest Payment Date or at the
Stated Maturity thereof, in each case occurring prior to the exchange of such
portion for a definitive registered Note or Notes of this series, will be
paid, as provided herein, to the holder hereof which will undertake in such
circumstances to credit any such principal and interest received by it in
respect of this permanent global Note to the respective accounts of the
Persons who are the beneficial owners of such interests on such Interest
Payment Date or at Stated Maturity. If a definitive registered Note or
registered Notes of this series are issued in exchange for this permanent
global Note after the close of business at the office or agency where such
exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and before the opening of business at such office
or agency on the related proposed date for payment of Defaulted Interest, then
interest or Defaulted Interest, as the case may be, will not be payable on
such Interest Payment Date or proposed date for payment, as the case may be,
in respect of such registered Note, but will be payable on such Interest
Payment Date or proposed date for payment, as the case may be, only to the
holder hereof, and the holder hereof will undertake in such circumstances to
credit such interest to the account or accounts of the Persons who were the
beneficial owners of any portion of this permanent global Note on such Regular
Record Date or Special Record Date, as the case may be.

     Payment of the principal of (and premium, if any) and any such interest
on this permanent global Note will be made at the Corporate Trust Office of
the Trustee in the borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that
payment of interest may be made at the option of the Company by check mailed
to the addresses of the Persons entitled thereto as such addresses shall
appear in the Security Register or by transfer to an account maintained by the
payee with, a bank in The City of New York (so long as the applicable Paying
Agent has received transfer instructions in writing).

     The principal of and any premium and interest on any "Foreign Currency
Notes" are payable by the Company in U.S. dollars, except as provided below.
Unless otherwise specified on the face hereof, the Exchange Rate Agent (as
defined below) will obtain the quotations necessary to convert the amount of
all payments of principal of and any premium and interest on Foreign Currency
Notes from the Specified Currency to U.S. dollars. Unless otherwise specified
on the face hereof, however, the holder of a Foreign Currency Note may elect
to receive such payments in the Specified Currency as described below.

     Any U.S. dollar amount to be received by a holder of a Foreign Currency
Note will be based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent at approximately 11:00 a.m., New York City
time, on the second Market Day preceding the applicable payment date from
three recognized foreign exchange dealers (one of which may be the Exchange
Rate Agent) for the purchase by the quoting dealer of the Specified Currency
for U.S. dollars for settlement on such payment date in the aggregate amount
of the Specified Currency payable to all holders of Foreign Currency Notes
scheduled to receive U.S. dollar payments and at which the applicable dealer
commits to execute a contract. If such bid quotations are not available,
payments will be made in the Specified Currency. All currency exchange costs
will be borne by the holder of the Foreign Currency Note by deductions from
such payments. As used herein, "Exchange Rate Agent" means the agent appointed
by the Company to obtain the quotations necessary to convert the amount of
principal and any premium and interest payments on Foreign Currency Notes from
the Specified Currency into U.S. dollars. Unless otherwise indicated on the
face hereof, the Exchange Rate Agent will be Citibank, N.A.

     Unless otherwise specified on the face hereof, a holder of a Foreign
Currency Note may elect to receive payment of the principal of and any premium
and interest on such Note in the Specified Currency by filing a written
request, signature guaranteed, for such payment at the Corporate Trust Office
of the Paying Agent, in the Borough of Manhattan, The City of New York, on or
prior to the Regular Record Date or at least 16 days prior to Maturity, as the
case may be. A holder of a Foreign Currency Note may make such election with
respect to all principal and any premium and interest payments and need not
file a separate election for each payment. Such election will remain in effect
until changed by written notice to the Paying Agent, but written notice of any
such change must be received by the Paying Agent on or prior to the relevant
Regular Record Date or at least 16 days prior to Maturity, as the case may be.
Any such election or change thereof will be deemed to be made for all Foreign
Currency Notes denominated in such Specified Currency which are registered in
the name of such holder, unless such holder specifies in such written request
the particular Foreign Currency Notes with regard to which such election or
change thereof shall not apply.

     Except as described below, principal of and any premium and interest on
Foreign Currency Notes paid in U.S. dollars will be paid in the manner
specified above for principal of and any premium and interest on Notes
denominated in U.S. dollars, and principal of and any premium and interest on
Foreign Currency Notes paid in a Specified Currency will be paid by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register. All checks payable in a Specified Currency
will be drawn on a bank office located outside the United States. In addition,
payments in U.S. dollars of principal of and any premium and interest on a
Foreign Currency Note in which the equivalent of U.S. $10,000,000 or more has
been invested may, at the request of the holder thereof, be made in
immediately available funds at the Corporate Trust Office of the Paying Agent,
in the Borough of Manhattan, The City of New York, provided that, in the case
of payments of principal and any premium, such Note is presented to the Paying
Agent in time for the Paying Agent to make such payments in such funds in
accordance with its normal procedures. Also, payments in a Specified Currency
of principal of 

and any premium and interest on a Foreign Currency Note in which the
equivalent of U.S. $10,000,000 or more has been invested may, at the request
of the holder thereof, be made by wire transfer to an account with a bank
located in the country of the Specified Currency, as shall have been
designated on or prior to the relevant Regular Record Date or at least 16 days
prior to Maturity, as the case may be, provided that, in the case of payments
of principal and any premium, the Note is presented at the Corporate Trust
Office of the Paying Agent, in the Borough of Manhattan, The City of New York
in time for the Paying Agent to make such payments in such funds in accordance
with its normal procedures. Any request of a holder in accordance with this
paragraph must be transmitted to the Paying Agent on or prior to the relevant
Regular Record Date or at least 16 days prior to Maturity, as the case may be.
Such request may be in writing (mailed or hand delivered) or by cable, telex
or other form of facsimile transmission. Such holder may make such election
for all principal and any premium and interest payments and need not file a
separate election for each payment. Such election will remain in effect until
revoked by written notice to the Paying Agent, but written notice of any such
revocation must be received by the Paying Agent on or prior to the relevant
Regular Record Date or at least 16 days prior to Maturity, as the case may be.

     Unless otherwise specified on the face hereof, the owner of a beneficial
interest in this permanent global Note (if such Note is denominated in a
Specified Currency on the face hereof) that elects to receive payments of
principal, premium or interest in such Specified Currency must notify the
participant in the Depositary's book-entry system through which its interest
is held on or prior to the applicable Record Date, in the case of a payment of
interest, and at least 16 days prior to Maturity, in the case of a payment of
principal or premium, of such beneficial owner's election to receive such
payment in such Specified Currency. Such participant must notify the
Depositary of such election on or prior to the third Market Day after such
Record Date or at least 12 days prior to Maturity, as the case may be, and the
Depositary will notify the Paying Agent of such election on or prior to the
fifth Market Day after such Record Date or at least 10 days prior to the
Maturity Date, as the case may be. If complete instructions are received by
such participant from the beneficial owner and forwarded by the participant to
the Depositary, and by the Depositary to the Paying Agent, on or prior to such
dates, then such beneficial owner will receive payments in the applicable
Specified Currency.

     The Indenture contains certain provisions for defeasance which shall
apply to this permanent global Note.

     If so provided on the face hereof, this permanent global Note may be
redeemed by the Company on the Redemption Date(s) and at the applicable
Redemption Price(s) so indicated on the face hereof. If no date on which this
permanent global Note is redeemable is set forth on the face hereof, this
permanent global Note may not be redeemed prior to Maturity. On the Redemption
Date(s), if any, on which this permanent global Note may be redeemed, this
permanent global Note may be redeemed in whole or in part in increments of
$1,000 or such other minimum denomination provided on the face hereof
(provided that any remaining principal amount of this permanent global Note
shall be at least $1,000 or such minimum denomination) at the option of the
Company at the applicable Redemption Price, together with interest thereon
payable to the applicable Redemption Date.

     Notice of redemption will be given by mail to holders of Notes, not less
than 30 nor more than 60 days prior to the date fixed for redemption, all as
provided in the Indenture.

     In the event of redemption of this permanent global Note in part only, a
new permanent global Note or Notes of this series and of like tenor for the
unredeemed portion of the Principal Amount hereof will be delivered to the
Depositary upon the cancelation hereof.

     Unless otherwise indicated on the face hereof, this permanent global Note
will not have a sinking fund.

     Unless otherwise indicated on the face hereof, this permanent global Note
will not be subject to redemption at the option of the holder.

     If so provided on the face hereof, the Company may be required to
repurchase the Notes of this series, in whole or in part, on the Repayment
Date(s) and at the applicable Repayment Price(s) so indicated on the face
hereof, plus accrued interest, if any, to the applicable Repayment Date. On or
before the applicable Repayment Date, the Company shall deposit with the
Trustee money sufficient to pay the applicable Repayment Price and any
interest accrued on such Notes to be tendered for repayment. On and after such
Repayment Date, interest will cease to accrue on such Notes or any portion
thereof tendered for repayment.

     The repayment option may be exercised by the holder of this permanent
global Note for less than the entire principal amount of this permanent global
Note, but in that event, the principal amount of this permanent global Note
remaining outstanding after repayment must be in an authorized denomination
and the denomination of the new Note or Notes to be issued to the holder for
the portion of the principal amount of such Note surrendered that is not to be
repaid must be specified. In the event of repurchase of this permanent global
Note in part only, a new Note or Notes of this series and of like tenor for
the unpurchased portion hereof will be issued in the name of the holder hereof
upon the cancelation hereof.

     In order for this Note to be repaid, the Paying Agent must receive at
least 30 days but not more than 45 days prior to the repayment date (i) this
Note with the form entitled "Option to Elect Repayment" on the reverse of this
Note duly completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange, the National
Association of Securities Dealers, Inc., the Depositary or a commercial bank
or trust company in the United States setting forth the name of the holder of
this Note, the principal amount of this Note, the principal amount of this
Note to be repaid, the certificate number or a description of the tenor and
terms of this Note, a statement that the option to elect repayment is being
exercised thereby, and a guarantee that this Note to be repaid, together with
the duly completed form entitled "Option to Elect Repayment" on the reverse of
this Note, will be received by the Paying Agent not later than the fifth
Market Day after the date of such telegram, telex, facsimile transmission or
letter; provided, however, such telegram, telex, facsimile transmission or
letter shall only be effective if this Note and duly completed form are
received by the Paying Agent by such fifth Market Day.

     If an Event of Default (or event which, after giving of notice or passage
of time would constitute an Event of Default) with respect to the Notes shall
occur and be continuing, the principal of all of the Notes may be declared due
and payable in the manner and with the effect provided in the Indenture.

     As set forth in, and subject to, the provisions of the Indenture, no
holder of any Note of this 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 outstanding Notes of this series 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 Notes of this
series.

     No reference herein to the Indenture and no provision of this permanent
global Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and any interest on this permanent global Note at the times,
places and rate, and in the coin or currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of a Note is registerable in the Security Register,
upon surrender of such Note for registration of transfer at the office of the
Security Registrar for this series or at the offices of any transfer agent
designated by the Company for such purpose. Every Note presented for
registration of transfer shall (if so required by the Company or the Trustee)
be duly endorsed, or accompanied by a written instrument of transfer in form
satisfactory to the Company, the Trustee and the Security Registrar duly
executed by the holder or its attorney duly authorized in writing, and one or
more new Notes of like tenor and terms in registered form, of authorized
denominations and for the same aggregate principal amount, will be issued in
the name or names of the designated transferee or transferees and delivered at
the office of the Security Registrar in The City of New York, or mailed, at
the request, risk and expense of the transferee or transferees, to the address
or addresses shown in the Security Register for such transferee or
transferees.

     Any transfers of Notes or interests in Notes in different denominations
shall in each case be for Notes or interests of like tenor and terms and equal
aggregate principal amounts.

     Prior to due presentment of a Note for registration of transfer, the
Company, the Trustee, the Security Registrar and any agent of the Company, the
Trustee or the Security Registrar may treat the Person in whose name a Note is
registered as the owner hereof for all purposes, whether or not such Note is
overdue, and neither the Company, the Trustee, the Security Registrar nor any
such agent shall be affected by notice to the contrary.

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

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

     The authorized denominations of Notes denominated in U.S. Dollars will be
U.S. $1,000 and any larger amount that is an integral multiple of U.S. $1,000.
The authorized denominations of Notes denominated in a currency other than
U.S. Dollars will be as set forth on the face hereof.

     The Notes of this series (including this permanent global Note) shall be
dated the date of their authentication.

     All terms used and not otherwise defined in this permanent global Note
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.

     The Indenture and the Notes shall be construed in accordance with and
governed by the laws of the State of New York.

                      SECURITY REGISTRAR AND PAYING AGENT

                      SECURITY REGISTRAR AND PAYING AGENT
                              (subject to change)

                                Citibank, N.A.
                                111 Wall Street
                                   5th Floor
                           Corporate Trust Services
                           New York, New York 10043

                           OPTION TO ELECT REPAYMENT

     The undersigned hereby irrevocably requests and instructs the Company to
repay the within Note (or portion hereof specified below) pursuant to its
terms at a price equal to the applicable Repayment Price thereof together with
interest to the Repayment Date specified below, to the undersigned

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

- ------------------------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)

     If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the holder elects to have repaid
           ; and specify the denomination or denominations (which shall be 
in authorized denominations) of the Notes to be issued to the holder for the 
portion of the within Note not being repaid (in the absence of any such 
specification, one such Note will be issued for the portion not being repaid): 

- ------------------------------------------------------------------------------.

Repayment Date:
               ---------------------
Date:
      --------------------------          --------------------------------
                                            (Signature)

                                 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
transfer(s) 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 Note and all rights thereunder, hereby irrevocably constituting 
and appointing                                 attorney to transfer said Note 
on the books of the Company, with full power of substitution in the premises.

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

                                                                     EXHIBIT A

                             Schedule of Exchanges