COVER
REVISED ARTICLES OF INCORPORATION
OF
UNION PACIFIC CORPORATION
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Adopted May 1, 1969
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Including Amendments Effective January 27, 1977,
April 25, 1980, April 19, 1985, May 12, 1987,
April 17, 1992 and April 25, 1996
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
UNION PACIFIC CORPORATION
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Pursuant to the provisions of Sections 57 and 60 of the Utah Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment, constituting Revised Articles of Incorporation, to its Articles of
Incorporation:
1. The name of the corporation is Union Pacific Corporation.
2. The following amendment of the Articles of Incorporation was
adopted by the shareholders of the corporation on May 1, 1969, in the
manner prescribed by the Utah Business Corporation Act:
REVISED ARTICLES OF INCORPORATION
OF
UNION PACIFIC CORPORATION
FIRST: The name of the Corporation is Union Pacific Corporation.
SECOND: The period of duration of the corporation is perpetual.
THIRD: The purpose or purposes for which the corporation is organized are:
1. To engage in any and all transportation activities, including
transportation by rail, motor vehicle, pipeline, water carrier and
aircraft, and any other means of conveyance whatsoever now in existence
or at any time hereafter produced, invented or developed, wheresoever
situated.
2. To engage in any and all activities concerned with the development,
production and marketing of natural resources, wheresoever situated,
including acquiring, using, enjoying, turning to account, drilling for,
mining, manufacturing, processing, working, refining, handling,
contracting for, purchasing, taking, receiving, investing in, leasing,
subleasing, owning, holding, exploring for, managing,
dealing in, deeding, mortgaging, pledging, exchanging, trading,
selling, conveying, assigning and disposing of oil, gas, coal
and other minerals, timber, water and any other natural resources, and
including the construction and maintenance of wells, mines, pipelines,
refineries, plants, mills, reservoirs, dams, ditches and any other
facilities useful or convenient in the conduct of the foregoing activities.
3. To engage in any and all real estate activities, including
acquiring, using, enjoying, turning to account, contracting for,
constructing, purchasing, taking, receiving, investing in, leasing,
subleasing, owning, holding, maintaining, improving, developing, working,
operating, exploring, managing, dealing in, deeding, mortgaging, pledging,
exchanging, trading, selling, conveying, assigning and disposing of
any and all kinds of real property, wheresoever situated, and any and
all rights, privileges, options, concessions, licenses, claims, grants,
franchises, easements, royalties, tenements, estates and interests
therein, including the power to engage in any and all hotel, innkeeping,
tourist and restaurant activities.
4. To acquire, use, enjoy, turn to account, or become interested in,
by means of investment in, purchase, contract, merger, consolidation,
lease, sublease, deed, mortgage, pledge, exchange, conveyance, assignment,
participation in syndicates or otherwise, all or any part of the business,
securities, rights, privileges, franchises, good will, assets and
properties of any person, corporation, joint-stock company, joint venture,
association, partnership, firm, trust, or syndicate, or of the
United States, any state, municipality, district or territory thereof,
any foreign country, or any other body politic, or any subdivision,
instrumentality or agency of the foregoing, or of any other entity
engaged in any activity whatsoever and wheresoever situated, and
to pay for the same in whole or in part by cash, shares, stocks, bonds,
debentures, voting trust certificates, scrip, warrants, rights, trust
receipts, bank acceptances, coupons, trust deeds, mortgages, commercial
paper, income certificates, certificates of indebtedness, certificates
of interest, notes and other choses in action, obligations, securities,
evidences of indebtedness, or any similar instruments of whatsoever kind,
or otherwise, and to undertake or assume all or any part of the debts,
obligations and liabilities of the foregoing entities.
5. To acquire, use, enjoy, turn to account, or become interested in,
by means of investment in, purchase, subscription, underwriting, contract,
lease, sublease, deed, mortgage, pledge, exchange, conveyance, assignment,
participation in syndicates, or otherwise, and to receive,
own, hold, whether in its own name, in trust, in the name of a nominee
or in any other form whatsoever, vote, guarantee, lend, transfer, deal in,
deed, mortgage, pledge, exchange, sell, convey, assign, realize upon,
employ and dispose of any and all forms of securities, whether fully paid
or subject to further payment, including shares, stocks, bonds,
debentures, voting trust certificates, scrip, warrants, rights, trust
receipts, bank acceptances, coupons, trust deeds, mortgages, commercial
paper, income certificates, certificates of indebtedness, certificates of
interest, notes and other choses in action, obligations, securities,
evidences of indebtedness, or any similar instruments of whatsoever
kind, issued or created by any person, corporation, joint-stock
company, joint venture, association, partnership, firm, trust syndicate,
the United States, any state, municipality, district or territory
thereof, any foreign country, any other body politic, any subdivision,
instrumentality or agency of the foregoing or any other entity engaged
in any activity whatsoever and wheresoever situated, whether the
objective of any of the foregoing be current income, gain in capital or
principal, or acquisition of interests useful in the business of the
corporation.
6. To acquire, use, enjoy, turn to account, become interested in,
contract for, construct, purchase, take, receive, invest in, lease,
sublease, own, hold, maintain, improve, develop, work, operate,
manufacture, process, prepare for market, store, manage, deal in, deed,
mortgage, pledge, exchange, trade, export, import, sell, convey, assign,
and dispose of goods, commodities, raw materials, wares, merchandise, and
any and all other kinds of personal property, wheresoever situated, and
any and all rights, privileges, options, concessions, licenses, claims,
grants, franchises, royalties and interests therein.
7. To promote, finance, aid or assist, financially or otherwise, in any
manner, whether by loan, subsidy, guarantee, indorsement or otherwise,
whether secured or unsecured, any person, corporation, joint-stock
company, joint venture, association, partnership, firm, trust, syndicate,
the United States, any state, municipality, district or territory thereof,
any foreign country, any other body politic, any subdivision,
instrumentality or agency of the foregoing or any other entity engaged
in any activity whatsoever and wheresoever situated, and, in connection
therewith, to guarantee or to become surety for the payment or
satisfaction of any principal, interest or dividends and to
participate in any compromise, consolidation, merger, dissolution,
reorganization, bankruptcy or other arrangement or proceeding.
8. To enter into, make and perform agreements, contracts and
undertakings of every kind and description, with
any person, corporation, joint-stock company, joint venture, association,
partnership, firm, trust syndicate, the United States, any state,
municipality, district or territory thereof, any foreign country, any
other body politic, any subdivision, instrumentality or agency of the
foregoing or any other entity engaged in any activity whatsoever and
wheresoever situated.
9. To borrow or raise monies for any of the purposes of the
corporation, and to draw, make, create, execute, issue, accept, endorse
and assign any and all forms of securities, whether fully paid or subject
to further payment, including shares, stocks, bonds, debentures, voting
trust certificates, scrip, warrants, rights, trust receipts, bank
acceptances, coupons, trust deeds, mortgages, commercial paper,
income certificates, certificates of indebtedness, certificates of
interest, notes and other choses in action, obligations, evidences
of indebtedness, or any similar instruments of whatsoever kind,
without security, or to secure the payment of any thereof by
deed, mortgage, pledge, conveyance, assignment, indenture, agreement or
instrument of trust, or by other lien upon, assignment of or agreement with
regard to, all or any part of the property, real or personal, or
franchises, income, rights or privileges of the corporation wheresoever
situated, whether at the time owned or thereafter to be acquired.
10. To acquire, use, enjoy, turn to account, or become interested in,
by means of investment in, purchase, subscription, contract, lease,
sublease, deed, mortgage, pledge, exchange, conveyance, assignment,
participation in syndicates, registration or otherwise and to license,
operate, develop, manufacture, lease, sublease, own, hold, enjoy,
transfer, deal in, deed, mortgage, pledge, exchange, sell, convey,
assign, apply for register, and dispose of inventions, processes,
devices, designs, formulae, improvements, trademarks, trade names,
copyrights, licenses, letters patent, patent rights, distinctive words or
symbols, and any and all improvements or modifications thereof, and
rights, interests, privileges, licenses, grants, concessions and
franchises in any way pertaining thereto and wheresoever situated.
11. To act as agent, broker, consignee, factor or otherwise for the
accounts of others in all parts of the world.
12. To establish and maintain offices, foreign companies and agencies
and to appoint, employ and retain agents, subagents, salesmen,
factors, brokers and other representatives and employees in all parts
of the world.
13. To purchase or otherwise acquire and to own, hold, transfer, deal
in, deed, mortgage, pledge, exchange, sell,
convey, assign and dispose of shares of its own capital stock and its
bonds, debentures, voting trust certificates, scrip, warrants, rights,
trust receipts, coupons, trust deeds, mortgages, commercial paper, income
certificates, certificates of indebtedness, certificates of interest,
notes and other choses in action, obligations, securities, evidences of
indebtedness or any similar instruments of whatsoever kind issued
by the corporation.
14. To make donations for the public welfare or for charitable,
scientific, religious or educational purposes.
15. To engage in any other activity or enterprise not prohibited by
applicable law, with all powers attendant thereto, to perform any
of the activities hereinbefore set forth to the same extent as any
natural person might or could do, to have and to exercise all powers
necessary or convenient to effect any or all of the purposes which the
corporation is authorized to pursue, and to exercise any of the aforesaid
powers and effectuate any of the aforesaid purposes directly or by
means of one or more subsidiaries or affiliates, domestic or foreign,
either by itself or in collaboration with others.
The enumeration herein of specific purposes shall not be deemed to limit or
restrict in any manner the powers, objects, purposes, rights, interests,
privileges, franchises, properties, and land or other grants, which the
corporation, or any of its constituent or predecessor companies, is, was or
may be entitled to under these Articles of Incorporation and any law now,
heretofore or hereafter applicable.
FOURTH: The total number of shares of all classes of capital stock which
the corporation shall have the authority to issue is 40,000,000 shares which
shall be divided into two classes as follows:
10,000,000 shares of Preferred Stock (Preferred Stock) without
par value, and
30,000,000 shares of Common Stock (Common Stock) of the par value of
$10 per share.
The designations, voting powers, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions of the above classes of stock shall be as follows:
I
PREFERRED STOCK
1. Shares of Preferred Stock may be issued in one or more series at
such time or times and for such consideration or considerations
as the Board of Directors may determine. All shares of any one series
of Preferred Stock shall be identical with each other in all respects,
except that shares of any one series issued at different times may differ
as to dates from which dividends thereon may be cumulative. All series
shall rank equally and be identical in all respects, except as permitted
by the following provisions of Section 2 of this Division I.
2. The Board of Directors is expressly authorized at any time, and
from time to time, to provide for the issuance of shares of Preferred
Stock in one or more series with such designations, preferences and
relative participating, optional or other special rights and
qualifications, limitations or restrictions thereof as shall be stated
and expressed in the resolution or resolutions providing for the issue
thereof adopted by the Board of Directors and as are not stated and
expressed in these Revised Articles of Incorporation or any
amendment thereto, including determination of any of the following:
(a) the distinctive serial designation and the number of shares
constituting a series;
(b) the dividend rate or rates, the payment date or dates for
dividends and the participating or other special rights, if any, with
respect to dividends;
(c) whether the shares shall be redeemable and, if so, the price
or prices at which and the terms and conditions on which the shares
may be redeemed;
(d) the amount or amounts payable upon the shares in the event of
voluntary or involuntary liquidation, dissolution or winding up
of the corporation prior to any payment or distribution of the assets
of the corporation to any class or classes of stock of the
corporation junior in rank to the Preferred Stock;
(e) whether the shares shall be entitled to the benefit of a
sinking or retirement fund to be applied to the purchase or redemption
of shares of a series and, if so entitled, the amount of such fund and
the manner of its application, including the price or prices at which
the shares may be redeemed or purchased through the application of
such fund; and
(f) whether the shares shall be convertible into, or exchangeable
for, shares of any other class or classes or of any other series
of the same or any other class or classes of stock of the corporation
and, if so convertible or exchangeable, the conversion price or
prices, or the rates of exchange, and the adjustments thereof, if
any, at which such conversion or exchange may be made, and any other
terms and conditions of such conversion or exchange.
3. Before any dividends on any class or classes of stock of the
corporation junior in rank to the Preferred Stock (other than dividends
dividends payable in shares of any class or classes of stock of the
corporation junior in rank to the Preferred Stock) shall be declared or
paid or set apart for payment, the holders of shares of Preferred Stock of
each series shall be entitled to such cash dividends, but only when and as
declared by the Board of Directors out of funds of the corporation legally
available therefor, as they may be entitled to in accordance with the
resolution or resolutions adopted by the Board of Directors providing
for the issue of such series, payable on such dates in March, June,
March, June, September and December in each year as may be fixed in such
resolution or resolutions. Whenever dividends shall not have been paid, or
declared and set apart for payment, upon all shares of Preferred Stock of
each series, at the rate established by the resolution or resolutions
adopted by the Board of directors providing for the issue of each such
such series, such deficiency shall be cumulative and shall be paid, or
declared and set apart for payment, before any dividends can be
declared or paid on any class or classes of stock of the corporation
junior in rank to the Preferred Stock. Accumulations of dividends on the
Preferred Stock shall not bear interest. The term "class or classes of
stock of the corporation junior in rank to the Preferred Stock" shall mean
the Common Stock and any other class or classes of stock of the
corporation hereafter authorized which shall rank junior to the
Preferred Stock as to dividends or upon liquidation.
4. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the corporation, the holders of shares of
Preferred Stock of the corporation shall be entitled to be paid or to
have set apart for payment such sum or sums per share as shall be stated
in the respective resolution or resolutions adopted by the Board of
Directors providing for the issue of each series of Preferred Stock,
together in each case with a sum equal to accrued and unpaid dividends,
if any, at the rate of the dividends fixed therefor, to the date fixed
for payment of such sum or sums,
before any payment shall be made to the holders of the Common Stock.
The voluntary sale, lease, exchange or transfer (for cash, shares of
stock, securities or other consideration) of all or substantially all of
its property or assets to, or a consolidation or merger of the corporation
with, one or more corporations shall not be deemed to be a liquidation,
dissolution or winding up, voluntary or involuntary, for purposes of this
section 4 of this Division I.
5. So long as any of the Preferred Stock is outstanding, the
corporation will not
(a) Without the affirmative vote or consent of the holders of
at least 66 2/3 % of the shares of Preferred Stock at the
time outstanding, given in person or by proxy, either in writing or by
resolution adopted at a special or annual meeting of stockholders,
(I) create any other class or classes of stock prior in rank to the
Preferred Stock, either as to dividends or upon liquidation, or
increase the authorized number of shares of any such class of
stock, or (ii) amend, alter or repeal any of the provisions hereof or
of any resolution or resolutions adopted by the Board of Directors
providing for the issue of any series of Preferred Stock, so as
adversely to affect the preferences, rights or powers of the
Preferred Stock; or
(b) Without the affirmative vote or consent of the holders of
at least a majority of the shares of Preferred Stock at the time
outstanding, given in person or by proxy, either in writing or by
resolution adopted at a special or annual meeting of stockholders,
(i) increase the authorized number of shares of Preferred Stock,
(ii) create or increase the authorized number of shares of
any other class or classes of stock ranking on a parity with the
Preferred Stock either as to dividends or upon liquidation, or
(iii) sell, lease or convey all or substantially all of the
property or business of the corporation, or voluntarily liquidate,
dissolve or wind up the corporation, or merge or consolidate the
corporation and any other corporation unless the resulting or
surviving corporation will have after such merger or consolidation
no stock either authorized or outstanding (except such stock of
the corporation as may have been authorized or outstanding immediately
preceding such merger or consolidation, or such stock of the
resulting or surviving corporation as may be issued in exchange
therefor) prior in rank either as to dividends or upon liquidation
to the Preferred Stock or the stock of the resulting or surviving
corporation issued in exchange therefor; provided, however, that no
consent of the holders of the Preferred Stock shall be required by
the foregoing in connection with any mortgaging or other
hypothecation by the corporation of all or any part of its property or
business.
6. Each holder of Preferred Stock shall be entitled to one vote for
each share held and, except as otherwise herein or by law provided,
the Preferred Stock and Common Stock of the corporation shall vote
together as one class, except that while the holders of Preferred
Stock, voting as a class, are entitled to elect two directors as provided
in Section 7 of this Division I, they shall not be entitled to participate
with the Common Stock in the election of any other directors.
7. (a) If and whenever dividends on the Preferred Stock shall be in
arrears and such arrears shall aggregate an amount at least equal
to six quarterly dividends upon such stock, then and in such event the
holders of the Preferred Stock, voting separately as a class, shall be
entitled, at the next annual meeting of the shareholders or at a
special meeting held in place thereof, or at a special meeting of the
holders of the Preferred Stock called as hereinafter provided,
to elect two directors. Whenever all arrears in dividends on the
Preferred Stock then outstanding shall have been paid and
dividends thereon for the current quarterly period shall have been
paid or declared and a sum sufficient for the payment thereof set
aside, then the right of the holders of the Preferred Stock to elect
such number of directors shall cease, but subject always to the same
provisions for the vesting of such voting rights in the case of any
similar future arrearages in dividends.
(b) At any time after such voting power shall have so vested in
the Preferred Stock, the Secretary of the corporation may, and upon
the written request of the holders of record of 10% or more of the
shares of Preferred Stock then outstanding, shall, call a special
meeting of the holders of the Preferred Stock for the election of the
directors to be elected by them as hereinafter provided, to be held
within 30 days after such call and at the place and upon the notice
provided by law and in the bylaws for the holding of meetings of
stockholders; provided, however, that the Secretary shall not be
required to call such meeting in the case of any such request received
less than 90 days before the date fixed for any annual meeting of
shareholders. If any such special meeting required to be called as
above provided shall not be called by the Secretary within 30 days
after receipt of any such request, then the holders of record of 10%
or more of the shares of Preferred Stock then outstanding may
designate in writing one of their number to call such
meeting, and the person so designated may call such meeting to be
held at the place and upon
the notice above provided, and for that purpose shall have access to
the stock ledger of the corporation. No such special meeting and no
adjournment thereof shall be held on a date later than 30 days before
the annual meeting of the stockholders or a special meeting held
in place thereof next succeeding the time when the holders of the
Preferred Stock become entitled to elect directors as above provided.
(c) Notwithstanding that the directors of this corporation may be
divided into one, two or three classes as authorized by law, if any
meeting of the shareholders shall be held while holders of Preferred
Stock voting as a class are entitled to elect two directors as
hereinabove provided, and if the holders of at least a majority of the
Preferred Stock then outstanding shall be present or represented
by proxy at such meeting or any adjournment thereof, then,
by vote of the holders of at least a majority of the Preferred
Stock present or so represented at such meeting, the then authorized
number of directors of the corporation shall be increased by two
and at such meeting of the holders of the Preferred Stock shall be
entitled to elect the additional directors so provided for, but no
such additional director so elected shall hold office beyond the
annual meeting of the shareholders or a special meeting held in place
thereof next succeeding the time when the holders of the Preferred
Stock become entitled to elect two directors as above provided.
Whenever the holders of the Preferred Stock shall be divested of
special voting power as above provided, the terms of office of
all persons elected as directors by the holders of the Preferred Stock
as a class shall forthwith terminate, and the authorized number of
directors of the corporation shall be reduced accordingly.
In case a class of preferred stock other than the Preferred Stock,
prior in rank to or on a parity with the Preferred Stock as to dividends
or upon liquidation, shall be created and issued, nothing herein
contained shall prevent any such other class from being given the right, in
case dividends thereon or sinking fund requirements, if any, thereof shall
be in arrears, to vote as part of the same class as and equally with the
Preferred Stock and to have and exercise, pari passu with the shares of
Preferred Stock entitled to vote on any matters, any and all voting
rights and powers hereinbefore set forth with respect to the Preferred
Stock, provided, however, that nothing herein contained shall prevent the
giving of additional voting power not inconsistent with that granted in
this paragraph to any class of preferred stock other than the
Preferred Stock.
8. Shares of Preferred Stock which have been issued and reacquired
in any manner by the corporation (excluding, until the corporation
elects to retire them, shares which are held as treasury shares but
including shares redeemed, shares purchased and retired and shares which
have been converted into shares of Common Stock) shall have the status of
authorized but unissued shares of Preferred Stock and may be reissued.
II
COMMON STOCK
1. Subject to the preferential rights of the Preferred Stock, the
holders of the Common Stock shall be entitled to receive, to the extent
permitted by law, such dividends as may be declared from time to time by
the Board of Directors.
2. The holders of the Common Stock shall have the exclusive right to
receive any dividends which may be declared payable in stock of
the corporation of any class or in property.
3. In the event of the voluntary or involuntary liquidation,
dissolution, distribution of assets or winding up of the corporation,
after distribution in full of the preferential amount to be distributed
to the holders of shares of the Preferred Stock, holders of the Common
Stock shall be entitled to receive all the remaining assets of the
corporation, of whatever kind, available for distribution to stockholders
ratably in proportion to the number of shares of Common Stock held by
them respectively.
4. Except as may be otherwise required by law or these Revised
Articles of Incorporation, the holders of Common Stock shall have
one vote in respect of each share of stock held of record on the books of
the corporation and shall vote together, share for share, with the holders
of the Preferred Stock as one class for the election of directors and upon
all other matters voted upon by the shareholders.
III
OTHER PROVISIONS
1. Subject to the protective conditions and restrictions of any
outstanding Preferred Stock, any amendment to these Revised Articles of
Incorporation which shall
increase or decrease the authorized capital stock of any class or
classes may be adopted by the affirmative vote of the holders of a
majority of the outstanding shares of the voting stock of the corporation.
2. The shares of all classes of capital stock of this corporation
may be issued by this corporation from time to time for such
consideration as from time to time may be fixed by the Board of Directors
of this corporation without action by or consent of the stockholders,
provided that shares of capital stock having a par value shall not be
issued for consideration less than such par value; and all shares of all
classes of capital stock of this corporation so issued shall be deemed
fully paid and non-assessable and the holders of such shares shall not be
liable thereunder to this corporation or its creditors. No stockholder
of this corporation shall have any pre-emptive or preferential right of
subscription to any shares of any capital stock of any class of this
corporation, or to any securities or obligations convertible
into any class of capital stock of this corporation, issued or sold, nor
any right of subscription to any thereof other than such, if any, as the
Board of Directors of this corporation in its discretion from time to time
may determine, and at such price as the Board of Directors from time to
time may fix, pursuant to the authority hereby conferred by these
Revised Articles of Incorporation of this corporation, and the Board of
Directors may issue any class of capital stock of this corporation, or
securities or obligations convertible into any class of capital stock
without offering such issue of capital stock, securities, or obligations
either in whole or in part, to the stockholders of this corporation. The
acceptance of any class of capital stock, securities, or obligations of
this corporation shall be a waiver of any such pre-emptive or preferential
right which in the absence of this provision might otherwise be
asserted by stockholders of this corporation or any of them.
3. Except as otherwise provided by law, this corporation shall be
entitled to treat the person in whose name any share of capital stock
is registered as the owner thereof, for all purposes, and shall not be
bound to recognize any equitable or other claim to, or interest in,
such share on the part of any other person, whether or not the corporation
shall have notice thereof.
FIFTH: In electing directors each shareholder may accumulate his votes by
giving one candidate as many votes as the number of such directors multiplied
by the number of his shares shall equal, or by distributing such votes on the
same principle among any number of such candidates. At a meeting expressly
called for that purpose, one or more directors or the entire Board of
Directors may be removed without cause but only by a vote of the
holders of two-thirds of the shares then entitled to vote at an election
of directors. No one of the directors may be removed if the votes of a
sufficient number of shares are cast against his removal which, at an
election of the class of directors of which he is a member, would be
sufficient to elect him.
SIXTH: The corporation will not commence business until consideration of
the value of at least $1,000 has been received for the issuance of shares.
SEVENTH: The number of Directors of the corporation shall be such as shall
from time to time be fixed by the bylaws, but shall not be less than three.
Whenever the number of Directors fixed by the bylaws shall be nine or more,
the Directors shall be divided into three classes as nearly equal in size as
possible, the term of office of the first class of Directors to expire at the
first annual meeting after their election, that of the second class of
Directors to expire at the second annual meeting after their election and that
of the third class of Directors to expire at the third annual meeting after
their election. At each annual meeting of shareholders after such
classification the number of Directors equal to the number of the class whose
term expires at the time of such meeting shall be elected to hold office until
the third succeeding annual meeting.
EIGHTH: These Revised Articles of Incorporation supersede the original
Articles of Incorporation and all amendments thereto.
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3. The number of shares of the corporation outstanding at the time of such
adoption was 100; and the number of shares entitled to vote thereon was 100.
4. No shares of any class were entitled to vote thereon as a class.
5. The number of shares voted for such amendment was 100; and the number of
shares voted against such amendment was 0.
6. The amendment does not provide for any exchange, reclassification or
cancellation of issued shares.
7. The amendment does not effect any change in the stated capital of the
corporation.
Dated May 1, 1969.
UNION PACIFIC CORPORATION
By /s/ JAMES H. EVANS
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President
ATTEST:
/s/ C. W. Rossworn
- -------------------
Secretary
STATE OF NEW YORK ]
] SS
COUNTY OF NEW YORK ]
I, ELIZABETH L. GALPINE, a notary public, do hereby certify that on this
10th day of June, 1969, personally appeared before me JAMES H. EVANS, who
being by me first duly sworn, declared that he is the President of Union
Pacific Corporation, that he signed the foregoing document as President of the
corporation, and that the statements therein contained are true.
ELIZABETH L. GALPINE
Notary Public
(Notarial Seal) ELIZABETH L. GALPINE
Notary Public, State of New York
No. 30-6451300
Qualified in Nassau County
Certificate Filed in N. Y.
Co. Clk's Office
Commission Expires March 30, 1970
ARTICLES OF AMENDMENT
TO THE
REVISED ARTICLES OF INCORPORATION
OF
UNION PACIFIC CORPORATION
Pursuant to the provisions of Section 16-10-57 of the Utah Business
Corporation Act, as amended, Union Pacific Corporation, a corporation of the
State of Utah, hereby adopts the following Articles of Amendment to its
Revised Articles of Incorporation:
1. The name of the corporation is Union Pacific Corporation.
2. The following amendment to the corporation's Revised Articles of
Incorporation was adopted by the shareholders of the corporation on January
18, 1977, in the manner prescribed by the Utah Business Corporation Act:
The first paragraph of Article Fourth of the Revised Articles of
Incorporation shall be deleted and the following two paragraphs shall be
substituted therefor:
"FOURTH: The total number of shares of all classes of capital
stock which the corporation shall have the authority to issue is
70,000,000 shares which shall be divided into two classes as follows:
10,000,000 shares of Preferred Stock (Preferred Stock)
without par value, and
60,000,000 shares of Common Stock (Common Stock) of the par
value of $5 per share.
On the date on which the Secretary of State of the State of Utah
shall issue a Certificate of Amendment to the revised Articles of
Incorporation which contain the above amendment to this Article Fourth,
each share of Common Stock of the par value of $10 per share theretofore
outstanding shall be automatically converted into two shares of Common
Stock of the par value of $5 per share. The certificates for each
outstanding share of the par value of $10 shall become certificates for
the number of shares stated thereon of the par value of $5 each, and the
corporation shall promptly issue to each holder a certificate for
additional shares of the par value of $5 each equal in number to the
number then held by such holder."
3. The number of shares of the corporation outstanding at the time of
the adoption of such amendment and entitled to vote thereon was 23,870,285
shares, consisting of 23,511, 458 shares of Common Stock, $10 par value, and
358,827 shares of Preferred Stock without par value.
4. The 23,870,285 shares of Common Stock and Preferred Stock
outstanding at the time of such adoption were entitled to vote thereon
together as one class and the 23,511,458 shares of Common Stock then
outstanding were entitled to vote thereon as a separate class.
5. The number of shares of Common Stock and Preferred Stock, voting
together as one class, which were voted for such amendment was 19,141,291, and
the number of such shares which were voted against the amendment was 65,379;
the number of shares of Common Stock, voting as a separate class, which were
voted for such amendment was 18,916,034, and the number of such shares which
were voted against the amendment was 59,191.
6. The amendment provides for a reduction in the par value of the
Common Stock from $10 to $5 per share and a split in the issued Common Stock
on a 2-for-1 basis.
7. The amendment does not effect any change in the stated capital of
the Corporation.
Dated: January 18, 1977.
UNION PACIFIC CORPORATION
By /s/ JAMES H. EVANS
-------------------
President
ATTEST:
/s/ C. N. OLSEN
------------------
SECRETARY
STATE OF NEW YORK ]
] SS
COUNTY OF NEW YORK ]
I, KENDOR P. JONES, a notary public do hereby certify that on this 18th day
of January, 1977, personally appeared before me, JAMES H. EVANS, who being by
me first duly sworn, declared that he is the President of Union Pacific
Corporation; that he signed the
foregoing document as President of such corporation; and that the statements
contained therein are true.
KENDOR P. JONES
Notary Public
(Notarial Seal) KENDOR P. JONES
Notary Public, State of New York
No. 31-7115525
Qualified in New York County
Commission Expires March 30, 1978
Filed and certificate issued January 27, 1977.
DAVID S. MONSON
Secretary of State
ARTICLES OF AMENDMENT
TO THE
REVISED ARTICLES OF INCORPORATION
OF
UNION PACIFIC CORPORATION
Pursuant to the provisions of Section 16-10-57 of the Utah Business
Corporation Act, as amended, Union Pacific Corporation, a corporation of the
State of Utah, hereby adopts the following Articles of Amendment to its
Revised Articles of Incorporation:
1. The name of the corporation is Union Pacific Corporation.
2. The following amendment to the corporation's Revised Articles of
Incorporation was adopted by the shareholders of the corporation on April 18,
1980, in the manner prescribed by the Utah Business Corporation Act:
The first paragraph of Article Fourth of the Revised Articles of
Incorporation shall be deleted and the following two paragraphs shall be
substituted therefor:
"FOURTH: The total number of shares of all classes of capital
stock which the corporation shall have the authority to issue is
220,000,000 shares which shall be divided into two classes as follows:
20,000,000 shares of Preferred Stock (Preferred Stock) without
par value, and
200,000,000 shares of Common Stock (Common Stock) of the par
value of $2.50 per share.
On the date on which the Secretary of State of the State of Utah
shall issue a Certificate of Amendment to the Revised Articles of
Incorporation which contain the above amendment to this Article Fourth,
each share of Common Stock of the par value of $5 per share theretofore
outstanding shall be automatically converted into two shares of Common
Stock of the par value of $2.50 per share. The certificates for each
outstanding share of the par value of $5 shall become certificates for
the number of shares stated thereon of the par value of $2.50 each, and
the corporation shall promptly issue to each holder a certificate for
additional shares of the par value of $2.50 each equal in number to the
number then held by such holder."
3. The number of shares of the corporation outstanding at the time of
the adoption of such amendment and entitled to vote thereon was 47,823,395 of
Common Stock, $5 par value.
4. The number of shares of Common Stock, which were voted for such
amendment was 31,386,516, and the number of such shares which were voted
against the amendment was 224,113.
5. The amendment provides for a reduction in the par value of the
Common Stock from $5 to $2.50 per share and a split in the issued Common Stock
on a 2-for-1 basis.
6. The amendment does not effect any change in the stated capital of
the corporation.
Dated: April 23, 1980.
UNION PACIFIC CORPORATION
By /s/ W. S. Cook
----------------
President
ATTEST:
/s/ C. N. OLSEN
----------------
Secretary
STATE OF NEW YORK ]
] SS
COUNTY OF NEW YORK ]
I, KENDOR P. JONES, a notary public, do hereby certify that on this 23rd
day of April, 1980, personally appeared before me, W. S. COOK, who being by me
first duly sworn, declared that he is the President of Union Pacific
Corporation; that he signed the foregoing document as President of such
Corporation; and that the statements contained therein are true.
KENDOR P. JONES
Notary Public
(Notarial Seal) KENDOR P. JONES
Notary Public, State of New York
No. 31-7115525
Qualified in New York County
Commission Expires March 30, 1982
Filed and certificate issued April 25, 1980.
DAVID S. MONSON
Secretary of State
ARTICLES OF AMENDMENT
TO THE
REVISED ARTICLES OF INCORPORATION
OF
UNION PACIFIC CORPORATION
Pursuant to the provisions of Section 16-10-57 of the Utah Business
Corporation Act, as amended, Union Pacific Corporation, a corporation of the
State of Utah, hereby adopts the following Articles of Amendment to its
Revised Articles of Incorporation:
1. The name of the corporation is Union Pacific Corporation.
2. The following amendments to the corporation's Revised Articles of
Incorporation were adopted by the shareholders of the corporation on April 19,
1985, in the manner prescribed by the Utah Business Corporation Act:
The first paragraph of Article Fourth of the Revised Articles of
Incorporation shall be deleted and the following paragraph shall be
substituted therefor:
"FOURTH: The total number of shares of all classes of capital
stock which the corporation shall have the authority to issue is
320,000,000 shares, which shall be divided into two classes as follows:
20,000,000 share of Preferred Stock (Preferred Stock)
without par value, and
300,000,000 shares of Common Stock (Common Stock) of the par
value of $2.50 per share."
Article Fifth of the Revised Articles of Incorporation shall be amended
by adding the following provision as the last sentence thereof:
"Notwithstanding any other provision of these Revised Articles of
Incorporation or the bylaws of the corporation (and notwithstanding the
fact that a lesser percentage or separate class vote may be specified by
law, these Revised Articles of Incorporation or the bylaws of the
corporation), the affirmative vote of the holders of at least sixty-six
and two-thirds percent (66 %) of the shares of capital stock of the
corporation then entitled to vote thereon shall be required to amend or
repeal, or adopt any provision
inconsistent with, the provisions of this Article Fifth relating to the
removal of directors."
Article Seventh of the Revised Articles of Incorporation shall be
amended by adding the following provision as the third paragraph thereof:
"Notwithstanding any other provision of these Revised Articles of
Incorporation or the bylaws of the corporation (and notwithstanding the
fact that a lesser percentage or separate class vote may be specified by
law, these Revised Articles of Incorporation or the bylaws of the
corporation), the affirmative vote of the holders of at least sixty-six
and two-thirds percent (66 %) of the shares of capital stock of the
corporation then entitled to vote thereon shall be required to amend or
repeal, or adopt any provision inconsistent with, this Article Seventh."
A new Article Eighth shall be added as follows:
"EIGHTH: A. In addition to any affirmative vote required by law
or these Revised Articles of Incorporation or the bylaws of the
corporation, and except as otherwise expressly provided in Section B of
this Article Eighth, a Business Combination (as hereinafter defined)
shall require the affirmative vote of not less than a majority of the
votes entitled to be cast by the holders of all the then outstanding
shares of Voting Stock (as hereinafter defined), voting together as a
single class, excluding Voting Stock beneficially owned by any
Interested Shareholder (as hereinafter defined). Such affirmative vote
shall be required notwithstanding the fact that no vote may be required,
or that a lesser percentage or separate class or other vote may be
specified, by law or in any agreement with any national securities
exchange or otherwise.
B. The provisions of Section A of this Article Eighth shall not
be applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative vote, if any, as is
required by law or by any other provision of these Revised Articles of
Incorporation or the bylaws of the corporation, or any agreement with
any national securities exchange, if all of the conditions specified in
either of the following Paragraphs 1 or 2 are met or, in the case of a
Business Combination not involving the payment of consideration to all
holders of the corporation's outstanding Capital Stock (as hereinafter
defined), if the condition specified in the following Paragraph 1 is
met:
1. The Business Combination shall have been approved by a
majority (whether such approval is made prior to or subsequent to
the acquisition of beneficial
ownership of the Voting Stock that caused the Interested Shareholder
to become an Interested Shareholder) of the Continuing
Directors (as hereinafter defined).
2. All of the following conditions shall have been met:
a. The aggregate amount of cash and the Fair Market Value
(as hereinafter defined), as of the date of the consummation of
the Business Combination, of consideration other than cash to be
received per share by holders of Common Stock in such Business
Combination shall be at least equal to the highest amount
determined under clauses (i) and (ii) below:
(i) (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by or on behalf of the
interested Shareholder for any share of Common Stock in
connection with the acquisition by the Interested
Shareholder of beneficial ownership of shares of Common
Stock (x) within the two-year period immediately prior to
the first public announcement of the proposed Business
Combination (the Announcement Date) or (y) in the
transaction in which it became an Interested Shareholder,
whichever is higher, in either case as adjusted for any
subsequent stock split, stock dividend, subdivision or
reclassification with respect to Common Stock; and
(ii) the Fair Market Value per share of Common Stock
on the Announcement Date or on the date on which the
Interested Shareholder became an Interested Shareholder (the
Determination Date), which ever is higher, as adjusted for
any subsequent stock split, stock dividend, subdivision or
reclassification with respect to Common Stock.
b. The aggregate amount of cash and the Fair Market Value
as of the date of the consummation of the Business Combination of
consideration other than cash to be received per share by holders
of shares of any class or series of outstanding Capital Stock
other than Common Stock shall be at least equal to the highest
amount determined under clauses (i), (ii) and (iii) below:
(i) (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by or on behalf of the
Interested Shareholder for any share of such class or series
of Capital Stock
in connection with the acquisition by the Interested
Shareholder of beneficial ownership of shares of
such class or series of Capital Stock (x) within the two-year
period immediately prior to the Announcement Date or
(y) in the transaction in which it became an Interested
Shareholder, whichever is higher, in either case as adjusted
for any subsequent stock split, stock dividend, subdivision
or reclassification with respect to such class or series of
Capital Stock;
(ii) the Fair Market Value per share of such class or
series of Capital Stock on the Announcement Date or on the
Determination Date, whichever is higher, as adjusted for any
subsequent stock split, stock dividend, subdivision or
reclassification with respect to such class or series of
Capital Stock; and
(iii)(if applicable) the highest preferential amount
per share to which the holders of shares of such class or
series of Capital Stock would be entitled in the event of
any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the corporation regardless of
whether the Business Combination to be consummated
constitutes such an event.
The provisions of this Paragraph b shall be required to be met
with respect to every class or series of outstanding Capital
Stock, whether or not the Interested Shareholder has previously
acquired beneficial ownership of any shares of a particular class
or series of Capital Stock.
c. The consideration to be received by holders of a
particular class or series of outstanding Capital Stock shall be in
cash or in the same form as previously has been paid by or on behalf
of the Interested Shareholder in connection with its direct or
indirect acquisition of beneficial ownership of shares of such class
or series of Capital Stock. If the consideration so paid for shares
or any class or series of Capital Stock varied as to form, the form
of consideration for such class or series of Capital Stock shall be
either cash or the form used to acquire beneficial ownership of the
largest number of shares of such class or series of Capital Stock
previously acquired by the Interested Shareholder.
d. After the Determination Date and prior to the
consummation of such Business Combination: (i) except as approved
by a majority of the Continuing Directors, there
shall have been no failure to declare and pay at the regular date
therefor any full quarterly dividends (whether or not cumulative)
payable in accordance with the terms of any outstanding Capital
Stock; (ii) there shall have been no reduction in the annual rate
of dividends paid on the Common Stock (except as necessary to
reflect any stock split, stock dividend or subdivision of the
Common Stock), except as approved by a majority of the Continuing
Directors; (iii) there shall have been an increase in the annual
rate of dividends paid on the Common Stock as necessary to reflect
any reclassification (including any reverse stock split),
recapitalization, reorganization or any similar transaction that
has the effect of reducing the number of outstanding shares of
Common Stock, unless the failure to increase such annual rate is
approved by a majority of the Continuing Directors; and (iv) such
Interested Shareholder shall not have become the beneficial owner of
any additional shares of Capital Stock except as part of the
transaction that results in such Interested Shareholder becoming
an Interested Shareholder and except in a transaction that, after
giving effect thereto, would not result in any increase in the
Interested Shareholder's percentage of beneficial ownership of any
class or series of Capital Stock.
e. After the Determination Date, such Interested
Shareholder shall not have received the benefit, directly or
indirectly (except proportionately as a shareholder of the
corporation), of any loans, advances, guarantees, pledges or other
financial assistance or any tax credits or other tax advantages
provided by the corporation, whether in anticipation of or in
connection with such Business Combination or otherwise.
f. A proxy or information statement describing the
proposed Business Combination and complying with the requirements
of the Securities Exchange Act of 1934 (the Act) and the rules and
regulations thereunder (or any subsequent provisions replacing
such Act, rules or regulations) shall be mailed to all
shareholders of the corporation at least 30 days prior to the
consummation of such Business Combination (whether or not such
proxy or information statement is required to be mailed pursuant
to such Act or subsequent provisions). The proxy or information
statement shall contain on the first page thereof, in a prominent
place, any statement as to the advisability (or inadvisability) of
the Business Combination that the Continuing Directors, or any of
them, may choose to make and, if deemed advisable by a majority of
the Continuing Directors, the opinion of an investment banking
firm selected by a majority of the
Continuing Directors as to the fairness (or not) of the terms of
the Business Combination from a financial point of view to the
holders of the outstanding shares of Capital Stock other than the
Interested Shareholder and its Affiliates or Associates (as
hereinafter defined) such investment banking firm to be paid a
reasonable fee for its services by the corporation.
g. Such Interested Shareholder shall not have made any
major change in the corporation's business or equity capital
structure without the approval of a majority of the Continuing
Directors.
C. The following definitions shall apply with respect to this
Article Eighth:
1. The term "Business Combination" shall mean:
a. Any merger or consolidation of the corporation or any
Subsidiary (as hereinafter defined) with (i) any Interested
Shareholder or (ii) any other company (whether or not itself an
Interested Shareholder) which is or after such merger or
consolidation would be an Affiliate or Associate of an Interested
Shareholder; or
b. any sale, lease, exchange, mortgage, pledge, transfer
or other disposition or security arrangement, investment, loan,
advance, guarantee, agreement to purchase, agreement to pay,
extension of credit, joint venture participation or other
arrangement (in one transaction or a series of transactions) with
or for the benefit of any Interested Shareholder or any Affiliate
or Associate of any Interested Shareholder involving any assets,
securities or commitments of the corporation, any Subsidiary, or
any Interested Shareholder or any Affiliate or Associate of any
Interested Shareholder having an aggregate Fair Market Value
and/or involving aggregate commitments of $50,000,000 or more or
constituting more than 5 percent of the book value of the total
assets (in the case of transactions involving assets or
commitments other than Capital Stock) or 5 percent of the
shareholders' equity (in the case of transactions in Capital
Stock) of the entity in question (the Substantial Part), as
reflected in the most recent fiscal year-end consolidated balance
sheet of such entity existing at the time the shareholders of the
corporation would be required to approve or authorize the Business
Combination involving the assets, securities and/or commitments
constituting any Substantial Part; or
c. the adoption of any plan or proposal for the
liquidation or dissolution of the corporation which is
voted for or consented to by any Interested Shareholder; or
d. any reclassification of securities (including any
reverse stock split), or recapitalization of the corporation, or
any merger or consolidation of the corporation with any of its
Subsidiaries or any other transaction (whether or not with or
otherwise involving an Interested Shareholder) that has the
effect, directly or indirectly, of increasing the proportionate
share of any class or series of Capital Stock, or any securities
convertible into Capital Stock or into equity securities of any
Subsidiary, that is beneficially owned by any Interested
Shareholder or any Affiliate or Associate of any Interested
Shareholder; or
e. any agreement, contract or other arrangement providing
for any one or more of the actions specified in the foregoing
clauses a to d.
2. The term "Capital Stock" shall mean all capital stock of the
corporation authorized to be issued from time to time under Article
Fourth of these Revised Articles of Incorporation, and the term "Voting
Stock" shall mean all Capital Stock which by its terms may be voted on
all matters submitted to shareholders of the corporation generally.
3. The term "person" shall mean any individual, firm, company
or other entity and shall include any group comprised of any person and
any other person with whom such person or any Affiliate or Associate of
such person has any agreement, arrangement or understanding, directly or
indirectly, for the purpose of acquiring, holding, voting or disposing
of Capital Stock.
4. The term "Interested Shareholder" shall mean any person
(other than the corporation or any Subsidiary and other than any
profit-sharing, employee stock ownership or other employee benefit plan of
the corporation or any Subsidiary or any trustee of or fiduciary with
respect to any such plan when acting in such capacity) who (a) is the
beneficial owner of Voting Stock representing ten percent (10%) or more
of the votes entitled to be cast by the holders of all the then
outstanding shares of Voting Stock; or (b) is an Affiliate or Associate
of the corporation and at any time within the two-year period
immediately prior to the date in question was the beneficial owner of
Voting Stock representing ten percent (10%) or more of the votes
entitled to be cast by the holders of all the then outstanding share of
Voting Stock.
5. A person shall be a "beneficial owner" of any Capital Stock:
(a) which such person or any of its Affiliates
or Associates beneficially owns, directly or indirectly; (b) which such
person or any of its Affiliates or Associates has, directly or
indirectly, (i) the right to acquire (whether such right is exercisable
immediately or subject only to the passage of time), pursuant to any
agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options, or otherwise,
or (ii) the right to vote pursuant to any agreement, arrangement or
understanding; or (c) which is beneficially owned, directly or
indirectly, by any other person with which such person or any of its
Affiliates or Associates has any agreement, arrangement or understanding
for the purpose of acquiring, holding, voting or disposing of any shares
of Capital Stock. For the purposes of determining whether a person is
an Interested Shareholder pursuant to Paragraph 4 of this Section C, the
number of shares of Capital Stock deemed to be outstanding shall include
shares deemed beneficially owned by such person through application of
this Paragraph 5 of Section C, but shall not include any other shares of
Capital Stock that may be issuable pursuant to any agreement,
arrangement or understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.
6. The terms "Affiliate" and "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2 under the Act
as in effect on the date that this Article Eighth is approved by the
Board of Directors (the term "registrant" in said Rule 12b-2 meaning in
this case the corporation).
7. The term "Subsidiary" shall mean any company of which a
majority of any class of equity security is beneficially owned by the
corporation; provided, however, that for the purposes of the definition
of Interested Shareholder set forth in Paragraph 4 of this Section C,
the term "Subsidiary" shall mean only a company of which a majority of
each class of equity security is beneficially owned by the corporation.
8. The term "Continuing Director" shall mean any member of the
Board of Directors, while such person is a member of the Board of
Directors, who is not an Affiliate or Associate or representative of an
Interested Shareholder and was a member of the Board of Directors prior
to the time that an Interested Shareholder became an Interested
Shareholder, and any successor of a Continuing director while such
successor is a member of the Board of Directors, who is not an Affiliate
or Associate or representative of an Interested Shareholder and is
recommended or elected to succeed the Continuing Director by a majority
of the Continuing Directors.
9. The term "Fair Market Value" shall mean (a) in the case of
cash, the amount of such cash; (b) in the case of
stock, the highest closing sale price during the 30-day period
immediately preceding the date in question of a share of such stock on
the Composite Tape for New York Stock Exchange-Listed Stocks, or, if
such stock is not quoted on the Composite Tape, on the New York Stock
Exchange, or, if such stock is not listed on such Exchange, on the
principal United States securities exchange registered under the Act on
which such stock is listed, or, if such stock is not listed on any such
exchange, the highest closing bid quotation with respect to a share of
such stock during the 30-day period preceding the date in question on
the National Association of Securities Dealers, Inc. Automated
Quotations System or any similar system then in use, or if no such
quotations are available, the fair market value on the date in question
of a share of such stock as determined by a majority of the Continuing
Directors in good faith; and (c) in the case of property other than cash
or stock, the fair market value of such property on the date in question
as determined in good faith by a majority of the Continuing Directors.
10. In the event of any Business Combination in which the
corporation survives, the phrase "consideration other than cash to be
received" as used in Paragraphs 2.a and 2.b of Section B of this Article
Eighth shall include the shares of Common Stock and/or the shares of any
other class or series of Capital Stock retained by the holders of such
shares.
D. A majority of the Continuing Directors shall have the power
and duty to determine for the purposes of this Article Eighth, on the
basis of information known to them after reasonable inquiry, (a) whether
a person is an Interested Shareholder, (b) the number of shares of
Capital Stock or other securities beneficially owned by any person, (c)
whether a person is an Affiliate or Associate of another, (d) whether
the assets that are the subject of any Business Combination have, or the
consideration to be received for the issuance of transfer of securities
by the corporation or any Subsidiary in any Business Combination has, an
aggregate Fair Market Value of $50,000,000 or more, and (e) whether the
assets or securities that are the subject of any Business Combination
constitute a Substantial Part. Any such determination made in good
faith shall be binding and conclusive on all parties.
E. Nothing contained in this Article Eighth shall be construed
to relieve any Interested Shareholder from any fiduciary obligation
imposed by law.
F. The fact that any Business Combination complies with the
provisions of Section B of this Article Eighth shall not be construed to
impose any fiduciary duty, obligation or responsibility on the Board of
Directors, or any member
thereof, to approve such Business Combination or recommend its adoption
or approval to the shareholders of the corporation, nor shall such
compliance limit, prohibit or otherwise restrict in any manner the
Board of Directors, or any member thereof, with respect to evaluations
of or actions and responses taken with respect to such Business
Combination.
G. Notwithstanding any other provisions of these Revised
Articles of Incorporation or the bylaws of the corporation (and
notwithstanding the fact that a lesser percentage or separate class vote
may be specified by law, these Revised Articles of Incorporation or the
bylaws of the corporation), the affirmative vote of the holders of not
less than a majority of the votes entitled to be cast by the holders of
all the then outstanding shares of Voting Stock, voting together as a
single class, excluding Voting Stock beneficially owned by any
Interested Shareholder, shall be required to amend or repeal, or adopt
any provisions inconsistent with, this Article Eighth; provided,
however, that this Section G shall not apply to, and such majority vote
shall not be required for, any amendment, repeal or adoption unanimously
recommended by the Board of Directors if all of such directors are
persons who would be eligible to serve as Continuing Directors within
the meaning of Section C, Paragraph 8 of this Article Eighth."
The present Article Eighth shall be renumbered as Article Ninth.
3. The number of shares of the corporation outstanding at the
time of the adoption of such amendments and entitled to vote thereon was
112,274,351 shares of Common Stock, $2.50 par value, and 4,325,437
shares of Preferred Stock, without par value.
4. (a) The number of shares of Common Stock and Preferred
Stock, voting as a single class, which were voted for the amendment to
Article Fourth was 84,378,424, and the number of such shares which were
voted against the amendment was 7,860,238. The number of shares of
Common Stock which were voted for such amendment was 82,042,258, and the
number of shares which were voted against the amendment was 7,756,834.
(b) The number of shares of Common Stock and Preferred
Stock, voting as a single class, which were voted for the amendments to
Articles Fifth and Seventh, for proposed Article Eighth, and for the
renumbering of the present Article Eighth as Article Ninth was
70,890,933, and the number of such shares which were voted against such
amendments and such proposal was 16,156,063.
5. The amendments do not effect any change in the stated
capital of the corporation.
Dated: April 19, 1985
UNION PACIFIC CORPORATION
By /s/ W. S. COOK
---------------
President and Chief
Executive Officer
ATTEST:
/S/ C. N. OLSEN
- ----------------
Secretary
STATE OF UTAH )
)SS
COUNTY OF SALT LAKE )
I, Gail L. Young, a notary public, do hereby certify that on this 19th
day of April, 1985, personally appeared before me, W. S. Cook, who being by me
first duly sworn, declared that he is the President and Chief Executive
Officer of Union Pacific Corporation; that he signed the foregoing document as
President and Chief Executive Officer of such Corporation; and that the
statements contained therein are true.
/s/ GAIL L. YOUNG
Notary Public
(Notarial Seal)
2-1-88
Filed and certificate issued April 19, 1985.
Randall R. Smart
Director, Division of
Corporations and Commercial
Code
ARTICLES OF AMENDMENT
to the
REVISED ARTICLES OF INCORPORATION
of
UNION PACIFIC CORPORATION
Pursuant to the provisions of Section 16-10-57 of the Utah Business
Corporation Act, as amended, Union Pacific Corporation, a corporation of the
State of Utah, hereby adopts the following Articles of Amendment to its
Revised Articles of Incorporation:
1. The name of the corporation is Union Pacific Corporation.
2. The following amendment to the corporation's Revised Articles of
Incorporation was adopted by the shareholders of the corporation on
April 17, 1992, in the manner prescribed by the Utah Business
Corporation Act:
A new Article Ninth shall be added as follows:
"NINTH: To the fullest extent that the Utah Business
Corporation Act as it exists on the date hereof or as it may
hereafter be amended permits the limitation or elimination
of the liability of directors, no director of the
corporation shall be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary
duty as a director. No amendment to or repeal of this
Article shall apply to or have any effect on the liability
or alleged liability of any director of the corporation for
or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal."
The present Article Ninth shall be renumbered as Article Tenth.
3. The number of shares of the corporation outstanding at the time of the
adoption of the amendment was 105,243,028 shares of Common Stock, $2.50
par value, and 4,322,498 shares of Preferred Stock, without par value,
and the number of shares of the corporation entitled to vote on the
amendment was 105,190,051 shares of such Common Stock, and 4,323,028
shares of such Preferred Stock.
4. The number of shares of Common Stock and Preferred Stock, voting as a
single class, which were voted for the amendment was 82,281,490, and the
number of such shares which were voted against the amendment was
4,026,694.
5. The amendment does not effect any change in the stated capital of the
corporation.
Dated: May 11, 1987
UNION PACIFIC CORPORATION
By /s/ W. J. MCDONALD
-------------------
Senior Vice President-Law
ATTEST:
/s/ C. N. OLSEN
------------------
Secretary
STATE OF NEW YORK )
)ss.
COUNTY OF NEW YORK )
I, Barbara Schulman, a notary public, do hereby certify that on
this 11th day of May, 1987, personally appeared before me, William J.
McDonald, who being by me first duly sworn, declared that he is the Senior
Vice President-Law of Union Pacific Corporation; that he signed the foregoing
document as the Senior Vice President-Law of such Corporation; and that the
statements contained therein are true.
/s/ B. SCHULMAN
Notary Public
(Notarial Seal)
ARTICLES OF AMENDMENT
to the
REVISED ARTICLES OF INCORPORATION
of
UNION PACIFIC CORPORATION
Pursuant to the provisions of Section 16-10-57 of the Utah Business
Corporation Act, as amended, Union Pacific Corporation, a corporation of the
State of Utah, hereby adopts the following Articles of Amendment to its
Revised Articles of Incorporation:
1. The name of the corporation is Union Pacific Corporation.
2. The following amendment to the corporation's Revised Articles of
Incorporation was adopted by the shareholders of the corporation on
April 17, 1992, in the manner prescribed by the Utah Business
Corporation Act:
The first paragraph of Article Fourth of the Revised Articles of
Incorporation shall be amended to read in its entirety as follows:
"FOURTH: The total number of shares of all classes of capital
stock which the corporation shall have the authority to issue is
520,000,000 which shall be divided into two classes as follows:
20,000,000 shares of Preferred Stock (Preferred Stock) without par
value, and
500,000,000 shares of Common Stock (Common Stock) of the par value
of $2.50 per share."
3. The number of shares of the corporation outstanding at the time of the
adoption of the amendment was 203,866,621 shares of Common Stock, $2.50
par value, and the number of shares of the corporation entitled to vote
on the amendment was 203,025,267 shares of such Common Stock.
4. The number of shares of Common Stock which were voted for the amendment
was 147,595,275, and the number of such shares which were voted against
the amendment was 17,500,814.
5. The amendment does not effect any change in the stated capital of the
corporation.
Dated: April 17, 1992
UNION PACIFIC CORPORATION
By /s/ C. W. von Bernuth
----------------------
Senior Vice President and
General Counsel
ATTEST:
/s/ J. L. Swantak
- -----------------
Secretary
COMMONWEALTH OF PENNSYLVANIA )
)SS.
COUNTY OF LEHIGH )
I, Judith E. Ritter, a notary public, do hereby certify that on this
17th day of April, 1992, personally appeared before me, Carl W. von Bernuth,
who being by me first duly sworn, declared that he is the Senior Vice
President and General Counsel of Union Pacific Corporation; that he signed the
foregoing document as Senior Vice President and General Counsel of such
Corporation; and that the statements contained therein are true.
/s/ J. E. Ritter
Notary Public
(Notarial Seal)
ARTICLES OF AMENDMENT
to the
REVISED ARTICLES OF INCORPORATION
of
UNION PACIFIC CORPORATION
Pursuant to the provisions of Section 16-10a-1006 of the Utah Revised
Business Corporation Act, Union Pacific Corporation, a corporation of the
State of Utah, hereby adopts the following Articles of Amendment to its
Revised Articles of Incorporation:
1. The name of the corporation is Union Pacific Corporation.
2. The following amendments to the corporation's Revised Articles of
Incorporation have been adopted in the manner prescribed by the Utah
Revised Business Corporation Act:
A. The text of Article FIFTH of the Revised Articles of Incorporation
shall be amended in relevant part to delete the following sentence:
"In electing directors each shareholder may accumulate his votes
by giving one candidate as many votes as the number of such
directors multiplied by the number of his shares shall equal, or
by distributing such votes on the same principle among any number
of such candidates."
The text of Article FIFTH of the Revised Articles of Incorporation
shall be further amended to insert the following immediately prior to
the last sentence of such Article FIFTH:
"In voting for the election of directors holders of Common Stock
shall not have the right to accumulate their votes.
Notwithstanding that shareholders shall not be entitled to
accumulate votes in the election of directors no one of the
directors may be removed if the votes of a sufficient number of
shares are cast against removal which, at an election of the class
of directors of which the director is a member (or at an election
of the entire board of directors commencing at the 1999 annual
meeting), would have been sufficient to elect the director if
cumulative voting were applicable."
B. Article SEVENTH of the Revised Articles of Incorporation shall be
amended to read in its entirety as follows:
"The number of directors of the corporation shall be such as shall
from time to time be fixed by the bylaws, but shall not be less
than three.
Through and including the 1996 annual meeting, whenever the number
of directors fixed by the bylaws shall be nine or more, the
directors shall be divided into three classes as nearly equal in
size as possible, with the term of office of each class of
directors expiring at the third annual meeting after their
election. At each annual meeting, commencing with the annual
meeting in 1997, the successors of the directors whose terms
expire in that year shall be elected to serve until the annual
meeting held in the following year, so that, upon the expiration
in 1999 of the terms of the directors elected at the annual
meeting in 1996, all directors shall be elected to hold office for
a one-year term."
3. Each of the foregoing amendments was approved by the Board of Directors
of the corporation on January 24, 1996 and was approved by the
shareholders of the corporation on April 19, 1996.
4. The number of shares of the corporation's Common Stock, $2.50 par value,
constituting the only voting group entitled to vote on the amendments
(the "Common Stock"), outstanding at the time of adoption of the
amendments and entitled to vote on the amendments was 205,598,986
shares, and the number of shares of Common Stock indisputably
represented at the meeting was 182,702,584, each of which shares of
Common Stock was entitled to one vote.
5. The number of votes cast for the amendment of Article FIFTH was
134,347,182 and the number of votes cast against such amendment was
22,662,877.
6. The number of votes cast for the amendment of Article SEVENTH was
152,482,535, and the number of votes cast against such amendment was
4,366,382.
Dated: April 24, 1996
UNION PACIFIC CORPORATION
By /s/ Carl W. von Bernuth
Carl W. von Bernuth
Senior Vice President and
General Counsel