CLARIFICATION OF
PARENT SHAREHOLDERS AGREEMENT
Reference is hereby made to the Shareholders
Agreement (the "Parent Shareholders Agreement"), dated as
of August 3, 1995, by and among Union Pacific Corpora-
tion, a Utah corporation ("Parent"), UP Acquisition
Corporation, a Delaware corporation and an indirect
wholly owned subsidiary of Parent ("Purchaser"), and
Southern Pacific Rail Corporation, a Delaware corporation
(the "Company"). On behalf of the parties to the Parent
Shareholders Agreements, the undersigned are entering
into this letter agreement which sets forth certain
clarifications to the Parent Shareholders Agreement in
order to correct certain typographical errors, delete
surplus verbiage and clarify certain other matters.
Capitalized terms that are defined in the Parent Share-
holders Agreement and are not otherwise defined herein
shall have the respective meanings ascribed to them in
the Parent Shareholders Agreement. The parties agree
that the Parent Shareholders Agreement shall be conformed
to reflect the following clarifications:
1. Section 2(b) of the Parent Shareholders
Agreement. The word "or" was inadvertently omitted from
the last sentence of Section 2(b) of the Parent Share-
holders Agreement between the phrases "operation of law"
and "upon the occurrence", and shall be deemed to be in-
serted between such phrases.
2. Section 5(a) of the Parent Shareholders
Agreement. The word "which" at the beginning of the
phrase "which respect to the identity of the acquiror of
such Company Voting Securities ..." at line 18 of Section
5(a) of the Parent Shareholders Agreement was inadver-
tently inserted and shall be deemed to be deleted and the
word "with" shall be deemed to be inserted in lieu there
of.
3. Section 5(b) of the Parent Shareholders
Agreement. The phrase "set forth in the proviso in
Section 6(a) hereof" contained in the tenth sentence of
Section 5(b) of the Parent Shareholders Agreement con-
tains a typographical omission and surplus verbiage, and
such phrase shall be deemed to be deleted and the phrase
"as set forth in Section 5(a) hereof" shall be deemed to
be inserted in lieu thereof.
IN WITNESS WHEREOF, the parties have caused
this Clarification of Parent Shareholders Agreement to be
executed as of August 3, 1995.
UNION PACIFIC CORPORATION
By /s/ X. Xxxxx Xxxxxxxx, III
Name: X. Xxxxx Xxxxxxxx, III
Title:
UP ACQUISITION CORPORATION
By /s/ Xxxx X. xxx Xxxxxxx
Name: Xxxx X. xxx Xxxxxxx
Title:
SOUTHERN PACIFIC RAIL CORPORATION
By /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
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