Exhibit 3
                                                       ---------       

     AMENDMENTS TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                    OF
                       UNION PACIFIC RAILROAD COMPANY



     The Amended and Restated Articles of Incorporation (the "Articles of
Incorporation") of Union Pacific Railroad Company, a Utah Corporation (the
Corporation"), are hereby amended as follows:

1.   Article III, Section 3.1 of the Articles of Incorporation is hereby
amended to read in its entity as follows:

3.1  Authorized Capital.  The Corporation is authorized to issue three classes
of capital stock to be designated, respectively, "Common Stock", "Class A
Stock" and "Redeemable Preference Shares."  The total number of shares of all
classes of capital stock which the Corporation shall have authority to issue
shall be One Hundred Million Five Thousand Five Hundred (100,005,500).  The
total number of authorized shares of Common Stock shall be Ninety-Two Million
(92,000,000), and the par value of each such share shall be Ten Dollars
($10.00).  The total number of authorized shares of Class A Stock shall be
Eight Million (8,000,000), and the par value of each such share shall be Ten
Dollars ($10.00).  The total number of authorized shares of Redeemable
Preference Shares shall be Five Thousand Five Hundred (5,500), with an initial
par value of $10,000 per share.

2.   The following sentence is hereby added to the end of Article III, Section
3.3 of the Articles of Corporation:

       Each holder of record of the Redeemable Preference Shares shall
       have the rights and privileges, and shall be subject to the
       restrictions and limitations, set forth in Article VI hereof.

3.   The Articles of Incorporation are hereby amended to add the following new
provisions:


            ARTICLE VI - REDEEMABLE PREFERENCE SHARES

Section 6.1.  General  The Redeemable Preference Shares shall be issued in the
manner, and shall have and be subject to the designations, privileges, powers,
preferences and rights, and the qualifications, limitations, restrictions, and
priorities, set forth herein:

(A)  Definitions.  For purposes of this Section 6.1, unless the context
otherwise requires:
     
     "Share" shall mean a Redeemable Preference Share;
     
     "Secretary" shall mean the U.S. Secretary of Transportation of the United
     States or his or her designee (by delegation of authority the
     Administrator of the Federal Railroad Administration, United States
     Department of Transportation, hereinafter the "Administrator", or his or
     her designee);
     "Agreement" shall mean a written agreement between the Corporation and
     the United States of America represented by the Secretary acting through
     the Administrator, for the issuance and sale to the United States of the
     Shares to which reference is made; and
     
     "Mergers" means the merger of SSW into SSW Merger Corp. and the merger
     of SSW Merger Corp. into the Corporation, both of which were effective
     pm September 30, 1997; and 
     
     "SSW Redeemable Preference Shares" means those redeemable preference
     shares originally issued by SSW which contained terms substantially
     similar to the terms of the Shares as authorized in Article VI hereof and
     which were ultimately converted into Shares issued by the Corporation as
     a result of the Mergers; and 
     
     "SSW" means St. Louis Southwestern Railway Company, a Missouri
     Corporation; and
     
     The terms "original issuance date", "issuance date" and words of like
     import shall mean the original issuance date of the SSW Redeemable
     Preference Shares of the applicable series which were ultimately
     converted into Shares as a result of the Mergers.
     
(B)  Other Preference Shares.  All Shares of any series shall rank equally and
be identical in all respects with all other series of Shares, except as
otherwise expressly provided in these Amended and Restated Articles of
Incorporation.

(C)  Par Value.  Each Share shall have an initial par value of $10,000.00. 
Upon payment of any mandatory redemption installment of any Shares, the par
value of each such Share shall become an amount equal to the initial par value
of such Share reduced by the amount of such redemption installment on such
Share.  The initial par value of any Share shall also be reduced by the amount
of any mandatory redemption installments paid by SSW with respect to any SSW
Redeemable Preference Shares that was ultimately converted into such Shares as
a result of the Mergers.

(D)  Seniority.
     
     (1)   The Shares shall be senior in right to all common stock and
     preferred stock of the Corporation, whenever issued, with respect to
     dividend and redemption payments, and in the case of liquidation or
     dissolution of the Corporation; but said Shares shall be subordinate, as
     to dividend and redemption payments thereon and in the case of
     liquidation or dissolution of the Corporation, to all of the
     Corporation's Senior Debt, hereafter defined.
     
     (2)   As used herein, the term Senior Debt shall mean principal and
     premium, if any, and accrued interest to the extent payable thereon,
     whether outstanding on the issue date of the Shares or created thereafter
     but prior to the time the Shares shall become a fixed interest debt
     obligation of the Corporation (pursuant to the Section providing for the
     issuance of each series of Shares hereunder or the Agreement) on all the
     following indebtedness of the Corporation:  (a) for money borrowed by the
     Corporation, whether the same be evidenced by bonds, notes, equipment
     trust certificates or debentures or evidenced by a loan agreement or an
     indenture or similar instruments; or (b) for money borrowed by others and
     assumed or guaranteed, directly or indirectly, by the Corporation; or (c)
     constituting purchase money obligations or mortgage indebtedness for
     payment of which the Corporation is directly or contingently liable, or
     on which the Corporation customarily pays interest, including, but not
     limited to, purchase money bonds, notes, debentures or mortgages,
     conditional sale agreements, mortgages made or given or guaranteed by the
     Corporation as mortgagor or guarantor, and assumed or guaranteed
     mortgages upon property; or (d) under equipment lease obligations; or (e)
     to general creditors, including lessors, trade creditors and employees
     of the Corporation and (f) if prior to the time the Shares shall become
     a fixed interest debt obligation of the Corporation, renewals, extensions
     and refundings of such indebtedness.

(E)  Dividends.  The Board of Directors shall have no discretion in the
declaration and payment of dividends on the Shares.  Each outstanding Share
shall be entitled to mandatory dividend payments payable annually on the
anniversary of the original issue thereof in accordance with the Payment
Schedule in the Section providing for the issuance of each series of Shares
hereunder, provided however, that such dividend shall be payable only if and
to the extent that (a) the Corporation has "Available Capital" (as defined
herein); and (b) the Corporation is not insolvent and the payment of such
dividend would not render the Corporation insolvent.  The Administrator shall
be the sole determiner of whether conditions (a) and (b) above have been met. 
"Available Capital" shall mean surplus or net profits or other capital legally
available for the payment of dividends, in accordance with the corporation law
of the Corporation's state of incorporation reduced by any amount the payment
of which the Administrator, in the Administrator's sole judgment, deems would
impair the safe operation of the railroad properties of the Corporation or the
maintenance of the usual standards of efficiency or economy of operation of
such properties.  The determinations and judgments of the Administrator
provided for under clauses (a) and (b) of this paragraph shall be reached
following consideration of such information with respect thereto as the
Corporation may present to the Administrator not later than thirty (30)  days
prior to the date specified for payment of such dividend.  If the conditions
set forth in clauses (a) and (b) are met, either as to the entire amount of
such dividend or any part thereof, such dividend (or the part thereof with
respect to which such conditions are met) shall become an immediately due and
payable debt obligation of the Corporation to the extent such dividend is
payable.  If any such dividend would not be payable (and is not fully paid)
because of failure to meet the conditions set forth in clauses (a) or (b), the
unpaid portion thereof shall cumulate until such conditions are met either as
to the entire unpaid portion or any part thereof, at which time the Corporation
shall pay such unpaid portion (or the part thereof with respect to which such
conditions are met) to the extent so payable.  If not so paid, such payable
amount shall become an immediately due and payable debt obligation of the
Corporation.  Unless and until the cumulated and then due dividends are fully
paid, the Corporation shall not make any distribution of assets, surplus, net
profits or other capital (whether by dividends, redemptions or otherwise) to
any other class of the Corporation's securities to which the Shares have
priority as to dividends or redemption installments thereon or in the case of
dissolution or liquidation.  Nothing herein contained, however, gives any
holder of Shares the right and privilege to participate in the net profits of
the Corporation beyond the aforesaid fixed, preferential annual dividend. 
Notwithstanding the foregoing, the Corporation shall have the right at its
option, to pay at any time part or all of any unpaid portion of a dividend
payable or cumulating pursuant hereto, provided that the Corporation is not
prohibited at such time from making such payment by the laws of the
Corporation's state of incorporation.
       
(F)  Redemption.

     (1)   Each outstanding Share shall be entitled to mandatory redemption
     installments payable annually on the anniversary date of the date of
     issuance thereof in accordance with the Payment Schedule in the Section
     providing for the issuance of each series of Shares hereunder, but not
     to exceed in the aggregate the initial par value of such Share.  Upon
     payment of any mandatory redemption installment on any Share, the par
     value of such Share shall become an amount equal to the initial par value
     of such Share reduced by the amount of such redemption installment and
     all previously paid redemption installments on such Share (including
     redemption installments paid by SSW in respect of the SSW Redeemable
     Preference Shares).
     
     (2)   The Board of Directors shall have no discretion in the
     declaration and payment of redemption installments on Shares.  Except
     where prepaid in accordance with the terms and conditions set forth in
     the Section providing for the issuance of each series of Shares
     hereunder, each redemption installment shall be paid on its due date to
     the extent that (a) the Corporation has Available Assets (as defined
     herein), and (b) the Corporation is not insolvent and the payment of such
     redemption installment would not render it insolvent.  The Administrator
     shall be the sole determiner of whether conditions (a) and (b) above have
     been met.  "Available Assets" shall mean assets of the Corporation
     legally available for the redemption of shares of capital stock in
     accordance with the corporation laws of the Corporation's state of
     incorporation, reduced by any amount the payment of which the
     Administrator, in the Administrator's sole judgment, deems would impair
     the safe operation of the railroad properties of the Corporation or the
     maintenance of the usual standards of efficiency or economy of operation
     of such properties.  The determinations and judgments of the
     Administrator provided for under clauses (a) and (b) of this subparagraph
     (2) shall be reached following consideration of such information with
     respect thereto as the Corporation may present to the Administrator not
     later than thirty (30) days prior to the date specified for payment of
     such redemption installment.  If the conditions set forth in clauses (a)
     and (b) above are met, either as to the entire amount of such installment
     or any part thereof, such installment (or the part thereof with respect
     to which such conditions are met) shall become an immediately due and
     payable debt obligation of the Corporation to the extent such installment
     is payable.  If any such redemption installment would not be payable (and
     is not fully paid) because of a failure to meet the conditions set forth
     in clauses (a) or (b) hereof, the unpaid portion thereof shall cumulate
     until such conditions are met as to such unpaid portion to the extent
     thereof, at which time the Corporation shall pay such unpaid portion (or
     the part thereof with respect to which such conditions are met) to the
     extent so payable.  If not so paid, such payable amount shall become an
     immediately due and payable debt obligation of the Corporation.  Unless
     and until the cumulated and then due redemption installments are fully
     paid, the Corporation shall not make (I) any distribution of assets
     (whether by dividend, redemption or otherwise) to any other class of the
     Corporation's securities to which the Shares have priority as to
     dividends or redemption installments thereon, or in the case of
     liquidation or dissolution; or (ii) any voluntary distribution of assets
     (whether by dividend, redemption, or otherwise) to any of the
     Corporation's securities which have priority over the Shares as to
     dividend or redemption installment thereon, without the Administrator's
     prior written consent.  Nothing herein contained, however, gives any
     holder of Shares the right and privilege in the case of liquidation or
     dissolution to participate in the assets of the Corporation beyond the
     aggregate unredeemed par value of, and unpaid cumulated and unpaid
     accrued dividends (contingent or fixed principal and vested and/or
     accrued interest, as the case may be) on the Shares which have been
     issued to such holder or the outstanding part thereof.  Notwithstanding
     the foregoing, the Corporation shall have the right at its option, to pay
     at any time part or all of any unpaid portion of a redemption payment
     payable or cumulating pursuant hereto, provided that the Corporation is
     not prohibited at such time from making such payment by the laws of the
     state of its incorporation.
     
     (3)   Upon payment of any mandatory redemption installment on any
     Share, the par value of each such Share shall be reduced by the amount
     of such redemption installment.  If at any time Available Assets are
     insufficient to pay the full amount of the redemption installments due
     on Shares having the same date of issuance, such Available Assets shall
     be applied pro rata to reduce the par value of such Shares.  Inclusion
     by the shareholders of this subparagraph (3) as part of this amendment
     to the Amended and Restated Articles of Incorporation of the Corporation
     shall constitute the approval by the shareholders, including the holder
     or holders of the Shares, of all further amendments to the said Articles
     necessary to reduce the par value of the Shares as contemplated
     hereunder, and no further meeting of the shareholders, including the
     holder or holders of the Shares, shall be required to effect such
     amendments.  Upon the reduction of the par value of the Shares hereunder,
     the Corporation shall cause a Certificate of Amendment to be filed in
     accordance with state law.
     
     (4)   Shares redeemed pursuant to subparagraphs (1) and (2) of this
     Paragraph (F) shall be surrendered to the Corporation.  Notwithstanding
     that any certificate for Shares shall not have been surrendered to the
     Corporation, the rights of the holders of such Shares shall cease and
     such Shares shall be deemed no longer outstanding, if:
     
           (a)  in the case of optional redemption pursuant to the Section
           providing for the issuance of each series of Shares hereunder,
           notice shall have been given and, on or before the redemption
           date specified in such notice, all funds necessary for such
           redemption shall have been deposited in trust with the bank or
           trust corporation specified in the notice; or
       
           (b)  in the case of mandatory redemption pursuant to
           subparagraphs (1) and (3) hereof, payment shall have been made of
           the outstanding par value of any Shares and any unpaid cumulated
           dividends and unpaid accrued dividends (in excess of such unpaid
           cumulated dividends) thereof, or if the address of the holder of
           any such Shares is unknown, all funds necessary for such payment
           shall have been deposited in trust with a national bank or trust
           company for the benefit of such holder.

     (5)   Where dividends and redemption installments are to be paid from
     coincidentally Available Capital and Available Assets, dividends and any
     cumulations thereof are to be paid first and redemption installments and
     any cumulations thereof are to be paid second.  In no event shall there
     be a full redemption of any Shares without full payment of all cumulated
     and then due dividends thereon.

(G)  Voting Rights.
     
     (1)   Other than as set forth in this Paragraph (G), or as required by
     law, the Shares shall not have any voting rights in the conduct of the
     business of the Corporation, and such Shares shall not have any voting
     rights on any Transaction (as defined in Paragraph (I) hereof)
     consummated in accordance with the provisions of said Paragraph (I).

     (2)   Whenever any dividend or redemption payment which is due on the
     Shares (in accordance with the payment Schedule in the Section providing
     for issuance of each series of Shares hereunder) shall have remained
     unpaid for a period of four (4) months, whether or not payable as
     provided herein, the holder or holders of the Shares shall have the
     exclusive right to elect or appoint, in the manner hereinafter provided,
     two persons to serve as members of the Board of Directors of the
     Corporation, in which event the number of directors constituting the
     Board of Directors shall be increased by two to reflect such newly
     created directorships.  Whenever the right of the holder or holders of
     the Shares to elect or appoint two members of the Board of Directors
     shall have vested, it shall be exercised initially in the most
     expeditious manner, either by written consent of such holder or holders
     as provided or permitted by law, or at an annual meeting of the
     shareholders, or at a special meeting of shareholders called in
     accordance with the By-Laws, and thereafter either by such written
     consent or at such annual or special meeting.  The term of office of the
     directors so elected or appointed by the holder or holders of the Shares
     shall continue until the next annual meeting or until their successors
     are elected or appointed, provided that upon payment by the Corporation
     of all dividend and redemption installments which are due, such terms
     shall forthwith terminate.  Any vacancies in the two specially created
     directorships prior to such termination may be filed by written consent
     of the holder or holders of the Shares.  Notwithstanding the foregoing,
     in no event shall such holder or holders be entitled at any time to elect
     or appoint more than an aggregate of two members of the Corporation's
     Board of Directors.
     
(H)  Liquidation, Dissolution or Winding Up.

     (1)   In the event of any voluntary liquidation, dissolution or winding
     up of the Corporation, but only in the event that the Shares shall not
     have become a debt obligation of the Corporation pursuant to the
     Agreement, the holders of Shares shall be entitled to receive, after
     payment in full of Senior Debt, the outstanding par value plus any unpaid
     cumulated and unpaid accrued dividends (in excess of unpaid cumulated
     dividends) thereon.
     
     (2)   In the event of any voluntary or involuntary liquidation,
     dissolution or winding up of the Corporation, but only in the event that
     the Shares shall have become a debt obligation of the Corporation
     pursuant to the Agreement, the holders of Shares shall be entitled to
     receive after payment in full of Senior Debt, the unpaid principal
     thereof and all unpaid interest thereon due to the date of payment
     whether accrued, contingent, cumulated or vested or whether previously
     denoted par value and dividends.

     (3)   If the distributable assets are insufficient to make payment in
     full in accordance with subparagraphs (1) and (2), such assets shall be
     distributed pro rata to the holders of the Shares according to the
     outstanding par value of such Shares held by each.

(I)  Merger or Consolidation.  In the case of any consolidation of the
Corporation with, or merger of the Corporation with or into, one or more
corporations (other than a consolidation or merger in which the Corporation is
the continuing corporation and which does not result in any reclassification
or change in securities of the Corporation),  or in case of any sale or
conveyance to another corporation of the property of the Corporation as an
entirety or substantially as an entirety, in the case of a reclassification or
change of any outstanding equity security of the Corporation (other than a
change in par value, or from par value to no par value, or as a result of a
subdivision or combination) (any and all such events being herein called a
"Transaction"), the Corporation or such successor or purchasing corporation
shall give to the holders of the Shares written notice thereof at least twenty
(20) days prior to the effective date of the Transaction and shall have its
authorized representative certify to the holders that the holders of such
Shares then outstanding shall have the same rights and privileges upon the
effectiveness of such Transaction as the holders had immediately prior thereto. 
Nothing herein, however, waives any of the holders' rights available under the
laws of the Corporation's state of incorporation.

(J)  Agreement.

     (1)   Shares shall be subject to and entitled to the benefits of these
     Articles and an Agreement.  An Agreement gives the holders of a majority
     of aggregate par value then outstanding of the Shares the rights, upon
     the happening of certain events of default set forth in the Agreement,
     to declare the Shares to be a fixed interest debt obligation of the
     Corporation and/or to declare an acceleration of redemption payments (or
     principal payments, as the case may be) to not less than 15 annual
     payments (including payments already made), with such payments (or
     further payments) to begin 10 days after declaration thereof (except, if
     scheduled redemptions have already begun, to continue with the next
     redemption installment) but not earlier than the 6th anniversary date of
     the date of the original issuance of Shares and/or to declare an increase
     in the dividend rate (or interest rate, as the case may be) on the Shares
     in accordance with the Section providing for the issuance of each series
     of Shares.  Except as otherwise provided, commencing upon each such
     declaration and until the next declaration each subsequent payment shall
     be equal in total redemption and dividend (principal and interest)
     amount.  In the event of certain other events of default, including the
     Corporation's discontinuance of business, making a general assignment for
     the benefit of creditors, and filing a petition in bankruptcy, the Shares
     shall automatically become a fixed interest debt obligation of the
     Corporation and the redemption installments (or principal payments, as
     the case may be) set forth in the Payment Schedule in the Section
     providing for the issuance of each series of Shares hereunder shall
     automatically accelerate to a maximum of 15 annual payments (including
     payments already made), each subsequent payment to be equal in total
     principal and interest amount, with such payments (or further payments)
     to begin immediately upon the occurrence of such event of default
     (except, if scheduled redemptions have already begun, to continue with
     the next redemption installment) but not earlier than the 6th anniversary
     date of the date of original issuance of the Shares, and the dividend
     rate (or interest rate, as the case may be) on the Shares shall
     automatically be to the highest permissible rate raised in accordance
     with the Section providing for the issuance of each series of Shares.
     
     Notwithstanding the provisions of this subparagraph, the Shares may
     become a fixed interest debt obligation only if, when and to the extent
     they may become a debt obligation without violating any provisions of the
     laws of the Corporation's state of incorporation.  The holders of the
     Shares and the Corporation agree that in the event of any litigation
     concerning the question of whether the provisions of the laws of the
     Corporation's state of incorporation must be met in order that the Shares
     become a fixed interest debt obligation of the Corporation pursuant to
     an Agreement, no evidence other than the Agreement and the Shares as to
     the intent of the parties to the Agreement on such question shall be
     introduced by the parties to the Agreement.  Except as otherwise provided
     in this Paragraph (J) or an Agreement, upon the Shares becoming a fixed
     interest debt obligation hereunder, the Payment Schedule in the Section
     providing for the issuance of each series of Shares hereunder shall
     represent fixed mandatory interest (at the dividend rate set forth in
     such Section hereunder) and principal payments, and any unpaid cumulated
     dividend and/or redemption installments (and contingent interest and/or
     principal payments, as the case may be), shall respectively become
     immediately due and payable accrued interest and principal (and any
     accrued dividends or vested right to interest shall become immediately
     accrued interest payable in accordance with the Payment Schedule in the
     Section providing for the issuance of each series of Shares hereunder
     except as otherwise provided in this Paragraph (J) or the Agreement) and
     such fixed mandatory interest payments and fixed mandatory principal
     payments shall be, when due, an absolute and unconditional obligation of
     the Corporation and shall not be governed by statutory limitations
     regarding distributions in respect of equity securities, nor by the
     provisions of Paragraphs (E) and (F) hereof.
     
     (2)   If the Corporation shall classify the Shares as debt on any
     balance sheet furnished to any class of its shareholders or creditors,
     or otherwise issued publicly, such Shares shall automatically become a
     subordinated debt obligation of the Corporation ("Subordinated Debt") as
     of the date of such balance sheet, and dividend and redemption
     installments thereon shall become, respectively, contingent interest and
     principal payments, provided such Shares could lawfully become
     Subordinated Debt.  In such event, contingent interest will be payable
     at the dividend rate set forth in the Section providing for the issuance
     of each series of Shares hereunder and in accordance with the Payment
     Schedule in such Section hereunder (except as otherwise provided in this
     Paragraph (J) or the Agreement), provided, however, that the
     Corporation's obligation to pay contingent interest shall be subject to
     the conditions set forth in clauses (a) and  (b) of Paragraph (E). 
     Contingent principal payments will be payable in accordance with the
     provisions of Paragraph (F) hereof (except as otherwise provided in this
     Paragraph (J) or the Agreement), provided, however, that the
     Corporation's obligation to pay contingent principal payments shall be
     subject to the conditions set forth in clauses (a) and (b) of
     subparagraph (2) of Paragraph (F).  Such Shares which have become
     Subordinated Debt will be subordinate to Senior Debt of the Corporation. 
     The classification of the Shares as Debt and such Shares becoming
     Subordinated Debt in accordance with this subparagraph shall not
     constitute an event of default under the Agreement, but if an event of
     default shall have occurred before or shall occur after such Shares have
     become Subordinated Debt, such Subordinated Debt may become fixed
     interest debt as that term is used in the Agreement when Shares directly
     become fixed interest debt.
     
(K)  No Waiver.  The failure of any holder of Shares to exercise any rights
granted to it hereunder or under the share certificate shall not constitute a
waiver of such rights or of any other rights.  Failure by any holder of Shares
to exercise any rights granted hereunder or under the share certificate, in the
event of non-payment of any required payment when due, shall not be deemed a
waiver of such non-payment or of further non-payments by the Corporation.  The
remedies granted to the holders of Shares hereunder or under the share
certificate shall be deemed cumulative and not exclusive.

(L)  Certificates.  The Shares are issued subject to the following conditions
and each certificate for such Shares shall be marked or stamped substantially
as follows:
     
     "The preferences and other rights, terms and conditions of the Redeemable
     Preference Shares are as stated in the Corporation's Amended and Restated
     Articles of Incorporation ("Articles").  A written description of such
     preferences and other rights, terms and conditions will be supplied upon
     request to each holder by the Corporation.  This Certificate is issued
     subject to the provisions limiting transfer or sale of the Shares of the
     Corporation contained in the Articles, and neither this Certificate nor
     any of the Shares represented by it may be sold, transferred or assigned,
     except in accordance with the provisions of the Articles.  A full
     statement of said limitations upon transfer or sale will be furnished
     upon request and without charge to any shareholder.
     
     The Shares represented by this Certificate have not been registered under
     the Securities Act of 1933, as amended, or any other state or Federal
     laws, including the provisions of Section 11301 of Title 49 of the United
     States Code (49 U.S.C. 11301).  Such shares have been acquired for
     investment and all holders thereof at any time hereby acknowledge and
     agree that such shares may not be offered for sale, sold, delivered after
     sale, transferred, pledged or hypothecated, nor will any assignee or
     endorsee hereof be recognized as an owner hereof by the issuer for any
     purpose, unless a Registration Statement under the Securities Act of 1933
     as amended with respect to such Shares shall then be in effect and the
     requirements of other applicable state and Federal laws, rules and
     regulations, including Section 11301 of Title 49 of the United States
     Code, shall have been complied with or unless the availability of an
     exemption from registration shall be established to the satisfaction of
     outside counsel for the Corporation, whose fees shall be paid by the
     Corporation.  In determining the availability of such an exemption such
     counsel shall take into account the Corporation's obligation hereunder
     to make available adequate current information concerning the
     Corporation.  The Corporation shall be under no obligation to pay for any
     registration of such Shares under applicable state and Federal laws,
     rules and regulations, or otherwise to pay (except for such outside
     counsel fees) for any steps which might be necessary to accomplish a
     transfer of such Shares under such laws.  Upon the request of any holder
     of such Shares or part thereof, the Corporation will make available
     adequate current information concerning the Corporation to enable such
     holder to sell such Shares or part thereof (whether or not a sale is then
     contemplated) in compliance with such Federal and state laws, rules and
     regulations to the extent such information shall not already be publicly
     available.  In addition, the United States of America (and no other
     holder) hereby acknowledges and agrees that no such Shares shall be
     transferred or conveyed except upon twenty (20) days prior written notice
     to the Corporation of the terms and conditions of such proposed transfer
     or conveyance and that, for twenty days after receipt of such notice, the
     Corporation shall have the right of first refusal to purchase any such
     Shares to be transferred or conveyed."

(M)  Alteration of Rights.  So long as any Shares are outstanding, the
Corporation shall not without the written consent or affirmative vote of the
holders of at least 2/3rds of such Shares, amend, alter or repeal the powers,
preferences or special rights of such Shares so as to affect them adversely.

Section 6.2  Series A.  The relative rights, preferences, limitations and
restrictions of the Redeemable Preference Shares, Series A (the "Series A
Shares") which are not otherwise provided for in Section 6.1 hereunder are as
follows (terms not otherwise defined under this Section 6.2 shall have the
meanings given them in Section 6.1 hereunder):

(A)  Dividends.

     (1)   The holders of Series A Shares shall be entitled to receive fixed
     preferential annual dividends in cash at the rate of 4.2% on the then
     outstanding par value thereof payable annually on the anniversary date
     of the date of issuance thereof commencing on the 11th anniversary in
     accordance with the payment schedule in Paragraph (c) hereunder (the
     "Payment Schedule"); provided that for the purpose of this subparagraph
     "the then outstanding par value" shall be determined for each year as if
     all scheduled mandatory redemption installments had been paid, whether
     or not such installments have in fact been paid.
     
     (2)   Except in the case of optional redemption of Series A Shares by
     the Corporation according to the terms prescribed, each Series A Share
     shall accrue a dividend of 50% of its initial par value commencing on the
     10th anniversary date of its original issuance, which accrual shall be
     payable in accordance with the provisions hereof.  If, prior to or upon
     any liquidation, dissolution or winding up of the Corporation, (a) such
     Series A Share has become a Subordinated Debt obligation of the
     Corporation (pursuant to these Articles or the Agreement), such dividend
     accrual of 50% or the remaining unpaid portion thereof shall become a
     vested right to interest to the extent of such unpaid portion,  but shall
     be payable only in accordance with such Agreement and these Articles, or
     (b) such Series A Share shall become a fixed interest debt obligation of
     the Corporation (pursuant to these Articles or the Agreement), such
     dividend accrual of 50% or the remaining unpaid portion thereof, or such
     vested right to interest or the remaining unpaid portion thereof, shall
     become an immediate interest accrual to the extent of such unpaid
     portion, but shall be payable only in accordance with the Agreement and
     these Articles.
     
     (3)   Except as otherwise provided herein or in the Agreement the total
     amount of dividends payable on each Series A Share shall not exceed 50%
     of the initial par value thereof.



(B)  Redemption.

     (1)   Prior to the 11th anniversary date of the date of issuance of any
     Series A Shares, the Corporation may at its option redeem any number of
     such Shares at any time at a redemption price of the initial par value
     of such Shares plus a per Share premium of $203.00 (or such other amount
     as correlates to the then determined yield to maturity multiplied by 100)
     multiplied by the number of years (including fractional years as whole
     years) such Shares were outstanding.  If less than all of the outstanding
     Series A Shares are to be redeemed, the Shares to be redeemed shall be
     determined by lot or in any other fair and impartial manner normally used
     to select Shares for redemption or as hereafter provided.  If redemption
     is to be by lot each certificate representing more than one Share shall
     be assigned a number for each Share represented by such certificate.
     
     (2)   On or after the 11th anniversary date of the date of issuance of
     any Series A Shares, the Corporation may at any time redeem Series A
     Shares but no less than all such Shares having that same date of
     issuance, at a redemption price of the then outstanding par value of such
     Shares and all unpaid cumulated dividends thereon, plus a per Share
     premium of $203.00 (or such other amount as correlates to the then
     determined yield to maturity multiplied by 100) multiplied by the number
     of years (including fractional years as whole years) such Shares were
     outstanding.  If such Shares shall have become contingent or fixed debt,
     as the case may be, prepayment shall be in an amount computed hereby as
     if the Shares had not become such.
     
     (3)   There shall be credited only against the premium payable on any
     optionally redeemed Series A Shares (but not against the par value or
     dividends thereof) the aggregate amount of dividends previously payable
     and then paid on such optionally redeemed Series A Shares.
     
     (4)   Notice of optional redemption of Series A Shares shall be mailed,
     addressed to the holders of record of the Shares to be redeemed at their
     respective addresses as they shall appear on the stock books of the
     Corporation at least 10 days prior to the date fixed for redemption.

       (c) Payment Schedule for Series A Shares.
                                                            
                                                    Redemption 
          Anniversary Date     Dividends           Installments
            of Issuance        Per Share             Per Share 

     1980. . . . . . . . . .       -                     -
     1981. . . . . . . . . .       -                     -
     1982. . . . . . . . . .       -                     -
     1983. . . . . . . . . .       -                     -
     1984. . . . . . . . . .       -                     -
     1985. . . . . . . . . .       -                     -
     1986. . . . . . . . . .       -                     -
     1987. . . . . . . . . .       -                     -
     1988. . . . . . . . . .       -                     -
     1989. . . . . . . . . .       -                     -
     1990. . . . . . . . . .       -                     -
     1991. . . . . . . . . .       $421.43             $328.57
     1992. . . . . . . . . .        406.53              343.47
     1993. . . . . . . . . .        393.20              356.80
     1994. . . . . . . . . .        378.18              371.82
     1995. . . . . . . . . .        362.53              387.47
     1996. . . . . . . . . .        347.30              402.70
     1997. . . . . . . . . .        329.23              420.77
     1998. . . . . . . . . .        311.52              438.48
     1999. . . . . . . . . .        293.06              456.94
     2000. . . . . . . . . .        273.82              476.18
     2001. . . . . . . . . .        253.77              496.23
     2002. . . . . . . . . .        232.87              517.13
     2003. . . . . . . . . .        211.09              538.91
     2004. . . . . . . . . .        188.39              561.61
     2005. . . . . . . . . .        164.73              585.27
     2006. . . . . . . . . .        140.08              609.92
     2007. . . . . . . . . .        114.38              635.62
     2008. . . . . . . . . .         87.60              662.40
     2009. . . . . . . . . .         59.69              690.31
     2010. . . . . . . . . .         30.60              719.40


(D)  Agreement.  Series A Shares shall be subject to and entitled to the
benefits of these Articles and an Agreement.  The Agreement gives the holders
of a majority of aggregate par value then outstanding of the Series A Shares
the rights, upon the happening of certain events of default set forth in the
Agreement, to declare the Series A Shares to be a fixed interest debt
obligation of the Corporation and/or to declare an acceleration of redemption
payments (or principal payments, as the case may be) to not less than 15 annual
payments (including payments already made), with such payments (or further
payments) to begin 10 days after declaration thereof (except, if scheduled
redemptions have already begun, to continue with the next redemption
installment) but not earlier than the 6th anniversary date of the date of the
original issuance of Series A Shares and/or to declare an increase in the
dividend rate (or interest rate, as the case may be) in the Series A Shares so
as to reflect a yield to maturity on the Series A Shares of 2.03% from the date
of original issuance to the declaration date and up to 6.68% from the
declaration date, which yields shall return to the holder not less than 150%
of the aggregate par value of the Shares (but with accrual and payment thereof
to commence not earlier than the 10th anniversary date of the date of original
issuance of the Series A Shares).  Except as otherwise provided, commencing
upon each such declaration and until the next declaration each subsequent
payment shall be equal in total redemption and dividend (principal and
interest) amount.  In the event of certain other events of default, including
the Corporation's discontinuance of business, making a general assignment for
the benefit of creditors, and filing a petition in bankruptcy, the Series A
Shares shall automatically become a fixed interest debt obligation of the
Corporation and the redemption installments (or principal payments, as the case
may be) set forth in the Payment Schedule in this Section shall automatically
accelerate to a maximum of 15 annual payments (including payments already
made), each subsequent payment to be equal in total principal and interest
amount, with such payments (or further payments) to begin immediately upon the
occurrence of such event of default (except, if scheduled redemptions have
already begun, to continue with the next redemption installment) but not
earlier than the 6th anniversary date of the date of original issuance of the
Series A Shares, and the dividend rate (or interest rate, as the case may be)
on the Series A Shares shall automatically be raised so as to reflect as yield
to maturity on the Series A Shares of 2.03% from the date of original issuance
to the date of such event of default and 6.68% from the date of such event of
default, which yields shall return to the holder not less than 150% of the
aggregate par value of the Shares (but with accrual and payment thereof to
commence not earlier than the 10th anniversary date of the date of original
issuance of the Series A Shares).
     
Notwithstanding the provisions of this subparagraph, the Series A Shares may
become a fixed interest debt obligation only if, when and to the extent they
may become a debt obligation without violating any provisions of the laws of
the Corporation's state of incorporation.  The holders of the Series A Shares
and the Corporation agree that in the event of any litigation concerning the
question of whether the provisions of the laws of the Corporation's state of
incorporation must be met in order that the Series A Shares become a fixed
interest debt obligation of the Corporation pursuant to these Articles and the
Agreement, no evidence other than the Agreement and the Series A Shares as to
the intent of the parties to the Agreement on such question shall be introduced
by the parties to the Agreement.  Except as otherwise provided in this
Paragraph (D) or the Agreement, upon the Series A Shares becoming a fixed
interest debt obligation hereunder, the Payment Schedule in this Section shall
represent fixed mandatory interest (at the dividend rate set forth in this
Section) and principal payments, and any unpaid cumulated dividend and/or
redemption installments (and contingent interest and/or principal payments, as
the case may be), shall respectively become immediately due and payable accrued
interest and principal (and any accrued dividends or vested right to interest
shall become immediately accrued interest payable in accordance with the
Payment Schedule in this Section except as otherwise provided in this Paragraph
(D) or the Agreement), and such fixed mandatory interest payments and fixed
mandatory principal payments shall be, when due, an absolute and unconditional
obligation of the Corporation and shall not be governed by statutory
limitations regarding distributions in respect of equity securities, nor by the
provisions of Paragraphs (E) and (F) of Section 6.1 hereof.

Section 6.3     Series B.  Sections 6.1 and 6.2 herein shall apply to the
Redeemable Preference Shares issued to finance the rehabilitation of certain
parts of Armourdale Yard, Kansas City, Kansas, only if a court of competent
jurisdiction by a final, binding judgment determines that such Redeemable
Preference Shares shall be equity instruments in which case they shall be
denoted for purposes hereof as "Series B Shares."

The relative rights, preferences, limitations and restrictions of the Series
B Shares which are not otherwise provided for in Section 6.1 hereunder are as
follows (terms not otherwise defined under this Section 6.3 shall have the
meanings given them in Section 6.1 hereunder):


(A)  Dividends.

     (1)   The holders of Series B Shares shall be entitled to receive fixed
     preferential annual dividends in cash at the rate of 28.454524% on the
     then outstanding par value thereof payable annually on the anniversary
     date of the date of issuance commencing upon the date of issuance in
     accordance with the payment schedule in Paragraph (C) hereunder (the
     "Payment Schedule"); provided that for the purpose of this subparagraph
     "the then outstanding par value" shall be determined for each year as if
     all scheduled mandatory redemption installments had been paid, whether
     or not such installments have in fact been paid.
     
     (2)   Except in the case of optional redemption of Series B Shares by
     the Corporation according to the terms prescribed, each Series B Share
     shall accrue a dividend commencing on the 10th anniversary date of its
     original issuance, which accrual shall be payable in accordance with the
     provisions hereof.  If, prior to or upon any liquidation, dissolution or
     winding up of the Corporation, (a) such Series B Share has become a
     Subordinate Debt obligation of the Corporation (pursuant to these
     Articles or the Agreement), such dividend accrual thereof shall become
     a vested right to interest to the extent of such unpaid portion, but
     shall be payable only in accordance with such Agreement and these
     Articles, or (b) such Series B Share shall become a fixed interest debt
     obligation of the Corporation (pursuant to these Articles or the
     Agreement), such dividend accrual or the remaining unpaid portion
     thereof, or such vested right to interest or the remaining unpaid portion
     thereof, shall become an immediate interest accrual to the extent of such
     unpaid portion, but shall be payable only in accordance with the
     Agreement and these Articles.
     

     
(B)  Redemption.

     (1)   Prior to the 6th anniversary date of the date of issuance of any
     Series B Share, the Corporation may, at its option, redeem or cause to
     be redeemed any number of such Series B Shares at any time, but only at
     a redemption price of the then outstanding par value of each such Series
     B Share and all unpaid, accrued dividends thereon to the date of such
     redemption, plus a per Series B Share premium of four hundred ninety
     dollars ($490) for each year (including fractional years as whole years)
     such Series B Shares were outstanding.  If less than all of the
     outstanding Series B Shares are to be redeemed, the Series B Shares to
     be redeemed shall be determined by lot or in any other fair and impartial
     manner.
     
     (2)   After the 6th anniversary date of the date of issuance of any
     Series B Share, the Corporation may, at its option, redeem or cause to
     be redeemed at any time only all such Series B Shares having the same
     date of issuance, and only at a redemption price equal to the then
     outstanding par value of each such Series B Share and all unpaid, accrued
     dividends thereon to the date of such redemption, plus a per Series B
     Share premium of four hundred ninety ($490) for each year (including
     fractional years as whole years) such Series B Shares were outstanding.
     
     (3)   There shall be credited only against the premium payable on any
     optionally redeemed Series B Share (but not against the par value or
     dividends thereof), the aggregate amount of dividends paid on such
     optionally redeemed Series B Share.
     (4)   Notice of optional redemption of any Series B Share shall be
     mailed and addressed to the Administrator in accordance with the manner
     specified in Section 8.06 of the Series B Share Agreement.

       (c) Payment Schedule for Series B Shares.
            Period        Par Value     Dividends     Total Payment
              1              0               0              0
              2              0               0              0        
              3              0               0              0
              4              0               0              0
              5              0               0              0
              6          $1,215.50           0           $1,215.50
              7           1,215.50           0            1,215.50
              8           1,215.50           0            1,215.50
              9           1,215.50           0            1,215.50
              10          1,215.50           0            1,215.50
              11             99.37      $1,116.13         1,215.50
              12            127.65       1,087.85         1,215.50
              13            163.97       1,051.53         1,215.50
              14            210.63       1,004.87         1,215.50
              15            270.56         944.94         1,215.50
              16            347.55         867.95         1,215.50
              17            446.44         769.06         1,215.50
              18            573.47         642.03         1,215.50
              19            736.65         478.85         1,215.50
              20            946.21         269.29         1,215.50
                        ----------      ---------       ----------
                        $10,000.00      $8,232.50       $18,232.50
                        ==========      =========       ==========

(D)  Agreement.  Series B Shares shall be subject to, and entitled to the
benefits of an Agreement and these Articles.  The holders of a majority of
aggregate par value outstanding of the Series B Shares may upon the happening
of certain events of default as set forth in the Agreement declare the Series
B Shares to be a fixed interest debt obligation of the Corporation and/or to
declare and/or to declare an increase in the dividend rate (or interest rate,
as the case may be) on the Series B Shares so as to reflect a yield to maturity
on the Series B Shares of 4.90% from the date of original issuance to the
declaration date and up to 8.72% from the declaration date (but with accrual
and payment thereof to commence not earlier than the 10th anniversary date of
the date of original issuance of the Series B Shares).  Except as otherwise
provided, commencing upon each such declaration and until the next declaration
each subsequent payment shall be equal in total redemption and dividend
(principal and interest) amount.  In the event of certain other events of
default, including the Corporation's discontinuance of business, making a
general assignment for the benefit of creditors, and filing a petition in
bankruptcy, the Series B Shares shall automatically become a fixed interest
debt obligation of the Corporation and the dividend rate (or interest rate, as
the case may be) on the Series B Shares shall automatically be raised so as to
reflect as yield to maturity on the Series B Shares of 4.90% from the date of
original issuance to the date of such event of default and 8.72% from the date
of such event of default (but with accrual and payment thereof to commence not
earlier than the 10th anniversary date of the date of original issuance of the
Series B Shares).

Notwithstanding the provisions of this subparagraph, the Series B Shares may
become a fixed interest debt obligation only if, when and to the extent they
may become a debt obligation without violating any provisions of the laws of
the Corporation's state of incorporation.  The holders of the Series B Shares
and the Corporation agree that in the event of any litigation concerning the
question of whether the provisions of the laws of the Corporation's state of
incorporation must be met in order that the Series B Shares become a fixed
interest debt obligation of the Corporation pursuant to these Articles and the
Agreement, no evidence other than the Agreement and the Series B Shares as to
the intent of the parties to the Agreement on such question shall be introduced
by the parties to the Agreement.  Except as otherwise provided in this
Paragraph (D) or the Agreement, upon the Series B Shares becoming a fixed
interest debt obligation hereunder, the Payment Schedule in this Section shall
represent fixed mandatory interest (at the dividend rate set forth in this
Section) and principal payments, and any unpaid cumulated dividend and/or
redemption installments (and contingent interest and/or principal payments, as
the case may be), shall respectively become immediately due and payable accrued
interest and principal (and any accrued dividends or vested right to interest
shall become immediately accrued interest payable in accordance with the
Payment Schedule in this Section except as otherwise provided in this Paragraph
(D) or the Agreement), and such fixed mandatory interest payments and fixed
mandatory principal payments shall be, when due, an absolute and unconditional
obligation of the Corporation and shall not be governed by statutory
limitations regarding distributions in respect of equity securities, nor by the
provisions of Paragraphs (E) and (F) of Section 6.1 hereof.