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                                                                     EXHIBIT 3.2

                           AMENDED AND RESTATED BYLAWS

                                       OF

                       UNION PACIFIC RESOURCES GROUP INC.


                               ARTICLE 1. OFFICES

         1.1 Business Offices. The corporation may have such offices, either
within or without Utah, as the board of directors may designate or as the
business of the corporation may require from time to time.

         1.2 Registered Office. The registered office of the corporation
required to be kept by the Utah Revised Business Corporation Act (the "Act")
shall be located within the State of Utah. The address of the registered office
may be changed from time to time.

                             ARTICLE 2. SHAREHOLDERS

         2.1 Annual Meeting. The annual meeting of the shareholders shall be
held at such date and time as shall be fixed by the board of directors, for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting.

         2.2 Special Meetings. Special meetings of the shareholders, for any
purpose or purposes described in the meeting notice, may be called by (a) the
board of directors, (b) the chairman of the board of directors, (c) any person,
if authorized by resolution adopted by a majority of the entire board of
directors, (d) so long as Union Pacific Corporation beneficially owns (within
the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) more than 50% of the voting power of all of the shares of
the corporation entitled to vote generally in the election of directors, by
Union Pacific, and (e) any other person who, at such time, is authorized by the
Act to call a special meeting of shareholders. A request by a shareholder for a
special meeting, other than a request pursuant to section 2.2(d), must be
accompanied by a statement of purposes which includes at least the information
set out in clauses (i) through (vi) of section 2.8(e) of these bylaws.

         2.3 Place of Meeting. The board of directors may designate any place,
either within or without the State of Utah, as the place of meeting for any
annual or any special meeting of the shareholders.


         Adopted December 7, 1999



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         2.4 Notice of Meeting.

             (a) Content and Mailings Requirements. Written notice stating the
date, time and place of each annual or special shareholder meeting shall be
delivered no fewer than 10 nor more than 60 days before the date of the meeting,
either personally or by mail, by or at the direction of the president or the
board of directors, to each shareholder of record entitled to vote at such
meeting and to any other shareholder entitled by the Act or the articles of
incorporation to receive notice of the meeting. Notice of special shareholder
meetings shall include a description of the purpose or purposes for which the
meeting is called.

             (b) Effective Date. Written notice shall be deemed to be effective
when mailed, if addressed to the shareholder's address shown in the
corporation's current record of shareholders or, if delivered personally, when
received.

             (c) Effect of Adjournment. If any shareholder meeting is adjourned
to a different date, time or place, notice need not be given of the new date,
time and place, if the new date, time and place is announced at the meeting
before adjournment, unless the adjournment is for more than 30 days or if a new
record date for the adjourned meeting is or must be fixed.

         2.5 Waiver of Notice.

             (a) Written Waiver. A shareholder may waive any notice required by
the Act, the articles of incorporation or the bylaws, by a writing signed by the
shareholder entitled to the notice, which is delivered to the corporation
(either before or after the date and time stated in the notice) for inclusion in
the minutes or filing with the corporate records.

             (b) Attendance at Meetings. A shareholder's attendance at a
meeting: (i) waives objection to lack of notice or defective notice of the
meeting, unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting because of lack of
notice or effective notice; and (ii) waives objection to consideration of a
particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the shareholder objects to considering
the matter when it is presented.

         2.6 Record Date.

             (a) Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders, or
shareholders entitled to receive payment of any distribution, or in order to
make a determination of shareholders for any other proper purpose, the board of
directors may fix in advance a date as the record date. Such record date shall
not be more than 70 days prior to the date on which the particular action
requiring such determination of shareholders is to be taken. If no record date
is so fixed by the board for the determination of shareholders entitled to
notice of, or to vote at, a meeting of shareholders, the record date for
determination of such shareholders shall be at the close of business on the day
before the first notice




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is delivered to shareholders. If no record date is fixed by the board for the
determination of shareholders entitled to receive a distribution, the record
date shall be the date the board authorizes the distribution.

             (b) Effect of Adjournment. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof unless
the board of directors fixes a new record date, which it must do if the meeting
is adjourned to a date more than 120 days after the date fixed for the original
meeting.

         2.7 Shareholder List. After fixing a record date for a shareholders'
meeting, the corporation shall prepare a list of the names of its shareholders
entitled to be given notice of the meeting. The list must be arranged by voting
group and within each voting group by class or series of shares, must be
alphabetical within each class or series, and must show the address of, and the
number of shares held by, each shareholder. The shareholder list must be
available for inspection by any shareholder, beginning on the earlier of ten
days before the meeting for which the list was prepared or two business days
after notice of the meeting is given for which the list was prepared and
continuing through the meeting and any adjournment thereof. The list shall be
available at the corporation's principal office or at a place identified in the
meeting notice in the city where the meeting will be held.

         2.8 Nature of Business.

             (a) At any annual meeting of shareholders, only such business shall
be conducted as shall have been brought before the meeting (i) by or at the
direction of the board of directors or (ii) by any shareholder who complies with
the procedures set forth in this section 2.8.

             (b) No business may be transacted at any annual meeting of
shareholders, other than business that is either (i) specified in the notice of
meeting (or any supplement thereto) given pursuant to section 2.4 of these
bylaws, (ii) otherwise properly brought before such meeting of shareholders by
or at the direction of the board of directors (or any duly authorized committee
thereof), (iii) so long as Union Pacific Corporation beneficially owns (within
the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the voting
power of all of the shares of the corporation entitled to vote generally in the
election of directors, otherwise properly brought before such meeting by or at
the direction of Union Pacific, or (iv) otherwise properly brought before such
meeting by any shareholder (A) who is a shareholder of record on the date of the
giving of the notice provided for in this section 2.8 and on the record date for
the determination of shareholders entitled to vote at such annual meeting of
shareholders and (B) who complies with the notice procedures set forth in this
section 2.8.

             (c) No business may be transacted at any special meeting of
shareholders, other than business that is specified in the notice of meeting (or
any supplement thereto) given pursuant to section 2.4 of these bylaws.



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             (d) In addition to any other applicable requirements, for business
to be properly brought before a meeting of shareholders by a shareholder
pursuant to clause (iv) of section 2.8(b) such shareholder must have given
timely notice thereof in proper written form to the secretary of the
corporation. To be timely, a shareholder's notice to the secretary of the
corporation pursuant to clause (iv) of section 2.8(b) must be delivered to or
mailed and received at the principal executive offices of the corporation not
less than sixty (60) days nor more than ninety (90) days prior to the
anniversary date of the immediately preceding annual meeting of shareholders;
provided, however, that in the event that the annual meeting of shareholders is
called for a date that is not within thirty (30) days before or after such
anniversary date, notice by the shareholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which notice of the date of the annual meeting of shareholders was
mailed or public disclosure of the date of the meeting of shareholders was made,
whichever first occurs.

             (e) To be in proper written form, a shareholder's notice to the
secretary of the corporation pursuant to clause (iv) of section 2.8(b) must set
forth as to each matter such shareholder proposes to bring before the annual
meeting of shareholders (i) a brief description of the business desired to be
brought before the meeting of shareholders and the reasons for conducting such
business at such meeting of shareholders, (ii) the name and record address of
such shareholder, (iii) the class or series and number of shares of capital
stock of the corporation which are owned beneficially or of record by such
shareholder as of the record date for the meeting (if such date shall then have
been made publicly available and shall have occurred) and as of the date of such
notice, (iv) a description of all arrangements or understandings between such
shareholder and any other person or persons (including their names) in
connection with the proposal of such business by such shareholder and any
material interest of such shareholder in such business, (v) any other
information which would be required to be disclosed in a proxy statement or
other filings required to be made in connection with the solicitation of proxies
for the proposal pursuant to Section 14 of the Exchange Act, and the rules and
regulations promulgated thereunder if such shareholder were engaged in such a
solicitation, and (vi) a representation that such shareholder intends to appear
in person or by proxy at the meeting of shareholders to bring such business
before the meeting.

             (f) No business shall be conducted at the annual meeting of
shareholders except business brought before the meeting of shareholders in
accordance with the procedures set forth in this section 2.8, provided, however,
that, once business has been properly brought before the meeting of shareholders
in accordance with such procedures, nothing in this section 2.8 shall be deemed
to preclude discussion by any shareholder of any such business.

             (g) If the chairman of a meeting of shareholders determines that
business was not properly brought before a meeting of shareholders, the chairman
shall declare to the meeting that the business was not properly brought before
the meeting and such business shall not be transacted.



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         2.9 Shareholder Quorum and Voting Requirements.

             (a) Quorum. Shares entitled to vote as a voting group may take
action on a matter at a meeting only if a quorum of those shares exists with
respect to that matter. Unless the articles of incorporation or the Act provide
otherwise, a majority of the votes entitled to be cast on the matter by the
voting group, represented in person or by proxy, constitutes a quorum of that
voting group for action on that matter. If, however, such quorum shall not be
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented.
Once a share is represented for any purpose at a meeting, it is deemed present
for quorum purposes for the remainder of the meeting and for any adjournment of
that meeting unless a new record date is or must be set for that adjourned
meeting.

             (b) Voting Groups. If the articles of incorporation or the Act
provide for voting by a single voting group on a matter, action on that matter
is taken when voted upon by that voting group. If the articles of incorporation
or the Act provide for voting by two or more voting groups on a matter, action
on that matter is taken only when voted upon by each of those voting groups
counted separately. Action may be taken by one voting group on a matter even
though no action is taken by another voting group entitled to vote on the
matter.

             (c) Shareholder Action. If a quorum exists, action on a matter,
other than the election of directors, by a voting group is approved if the votes
cast within the voting group favoring the action exceed the votes cast opposing
the action, unless the articles of incorporation or the Act require a greater
number of affirmative votes. Directors are elected by a plurality of the votes
cast by the shares entitled to vote in the election at a meeting at which a
quorum is present.

         2.10 Proxies. At all meetings of the shareholders, a shareholder may
vote in person or by a proxy which is (a) executed in writing by the
shareholder, (b) executed in writing by the shareholder's duly authorized
attorney in fact, or (c) transmitted by telegram, teletype, electronically or
any other means, if and to the extent permitted by law. Such proxy shall be
filed with, or transmitted to, the secretary of the corporation or other person
authorized to tabulate votes before or at the time of the meeting. No proxy
shall be valid after 11 months from the date of its execution or transmission
unless otherwise provided in the proxy.

         2.11 Voting of Shares. Except as provided by specific court order, no
shares of the corporation owned, directly or indirectly, by a second
corporation, domestic or foreign, shall be voted at any meeting or counted in
determining the total number of outstanding shares at any given time for
purposes of any meeting if a majority of the shares entitled to vote for the
election of directors of such second corporation are held by the corporation.
The prior sentence shall not limit the power of the corporation to vote any
shares, including its own shares, held by it in a fiduciary capacity.



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         2.12 No Participation in Meetings by Telecommunication. No shareholder
may participate in an annual or special meeting by means of telecommunication. A
shareholder may participate in a meeting only if present in person or by proxy.

         2.13 Action Without a Meeting. At such time as Union Pacific
Corporation no longer beneficially owns (within the meaning of Rule 13d-3 under
the Exchange Act) more than 50% of the voting power of all of the shares of the
corporation entitled to vote generally in the election of directors, subject to
the rights of the holders of any series of Preferred Stock then outstanding, any
action required or permitted to be taken by the shareholders of the corporation
must be effected at a duly called annual or special meeting of shareholders of
the corporation and may not be effected by any consent in writing by such
shareholders unless all of the shareholders entitled to vote thereon consent
thereto in writing. Prior to the time Union Pacific Corporation no longer
beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) more
than 50% of the voting power of all of the shares of the corporation entitled to
vote generally in the election of directors, the shareholders may act by consent
in writing to the extent and in the manner provided by law.

         2.14 Nominations of Director Candidates.

             (a) Subject to the rights of the holders of any series of Preferred
Stock then outstanding, only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors of the
corporation. Nominations of persons for election to the board of directors may
be made at any annual meeting of shareholders, or at any special meeting of
shareholders called for the purpose of electing directors, (i) by or at the
direction of the board of directors (or any duly authorized committee thereof),
(ii) so long as Union Pacific Corporation beneficially owns (within the meaning
of Rule 13d-3 under the Exchange Act) more than 50% of the voting power of all
of the shares of the corporation entitled to vote generally in the election of
directors, by Union Pacific or (iii) by any shareholder of the corporation (A)
who is a shareholder of record on the date of the giving of the notice provided
for in this section 2.14 and on the record date for the determination of
shareholders entitled to vote at such meeting and (B) who complies with the
notice procedures set forth in this section 2.14.

             (b) In addition to any other applicable requirements for a
nomination to be made by a shareholder pursuant to clause (iii) of section
2.14(a), such shareholder must have given timely notice thereof in proper
written form to the secretary of the corporation.

             (c) To be timely, a shareholder's notice to the secretary of the
corporation pursuant to clause (iii) of the first paragraph of section 2.14(a)
must be delivered to or mailed and received at the principal executive offices
of the corporation (i) in the case of an annual meeting of shareholders, not
less than sixty (60) days nor more than ninety (90) days prior to the
anniversary date of the immediately preceding annual meeting of shareholders,
provided, however, that in the event that the annual meeting of shareholders is
called for a date that is not within thirty (30) days before or after such
anniversary date, notice by the shareholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which notice of the date of




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the annual meeting of shareholders was mailed or public disclosure of the date
of the annual meeting was made, whichever first occurs, and (ii) in the case of
a special meeting of shareholders called for the purpose of electing directors,
not later than the close of business on the tenth (10th) day following the day
on which notice of the date of the special meeting of shareholders was mailed or
public disclosure of the date of the special meeting of shareholders was made,
whichever first occurs.

             (d) To be in proper written form, a shareholder's notice to the
secretary of the corporation pursuant to clause (iii) of section 2.14(a) must
set forth (i) as to each person whom the shareholder proposes to nominate for
election as a director (A) the name, age, business address and residence address
of the person, (B) the principal occupation or employment of the person, (C) the
class or series and number of shares of capital stock of the corporation which
are owned beneficially or of record by the person as of the record date for the
meeting (if such date shall then have been made publicly available and shall
have occurred) and as of the date of such notice and (D) any other information
relating to the person that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations
of proxies for election of directors pursuant to Section 14 of the Exchange Act,
and the rules and regulations promulgated thereunder; and (ii) as to the
shareholder giving the notice (A) the name and record address of such
shareholder, (B) the class or series and number of shares of capital stock of
the corporation which are owned beneficially or of record by such shareholder as
of the record date for the meeting (if such date shall then have been made
publicly available and shall have occurred) and as of the date of such notice,
(C) a description of all arrangements or understandings between such shareholder
and each proposed nominee and any other person or persons (including their
names) pursuant to which the nominations are to be made by such shareholder, (D)
a representation that such shareholder intends to appear in person or by proxy
at the meeting to nominate the persons named in its notice and (E) any other
information relating to such shareholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to section 14 of the
Exchange Act and the rules and regulations promulgated thereunder. Such notice
must be accompanied by a written consent of each proposed nominee to being named
as a nominee and to serve as a director if elected.

             (e) No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth in this
section 2.14. If the chairman of the meeting determines that a nomination was
not made in accordance with the foregoing procedures, the chairman shall declare
to the meeting that the nomination was defective and such defective nomination
shall be disregarded.

         2.15 Organization. Meetings of shareholders shall be presided over by
the chairman of the board, or in his or her absence by the president, or in
their absence by a chairman chosen at the meeting. The secretary, or in the
absence of the secretary, an assistant secretary, shall act as secretary of the
meeting, but in the absence of the secretary and any assistant secretary the
chairman of the meeting may appoint any person to act as secretary of the
meeting.



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         2.16 Adjournment. Any meeting of shareholders, annual or special, may
adjourn from time to time to reconvene at the same or some other place. At the
adjourned meeting the corporation may transact any business which might have
been transacted at the original meeting.


                          ARTICLE 3. BOARD OF DIRECTORS

         3.1 General Powers. All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the corporation shall be
managed under the direction of, the board of directors.

         3.2 Number, Tenure and Qualifications. The number of directors of the
corporation shall be not less than five nor more than fifteen. The exact number
of directors within the minimum and maximum limitations specified in the
preceding sentence shall be fixed from time to time by either (a) the board of
directors pursuant to a resolution adopted by a majority of the entire board of
directors or (b) the affirmative vote of the holders of at least 80% of the
voting power of all of the shares of the corporation entitled to vote generally
in the election of directors voting together as a single class. Each director
shall hold office until the next annual meeting of shareholders or until the
director's earlier death, resignation or removal. However, if a director's term
expires, the director shall continue to serve until his or her successor shall
have been elected and qualified, or until there is a decrease in the number of
directors. Directors do not need to be residents of Utah or shareholders of the
corporation. No decrease in the number of directors constituting the board of
directors shall shorten the term of any incumbent director.

         3.3 Regular Meetings. The board of directors may provide, by
resolution, the time and place for the holding of regular meetings without other
notice than such resolution.

         3.4 Special Meetings. Special meetings of the board of directors may be
called by or at the request of the chairman of the board, the president or any
two directors. The person authorized to call special meetings of the board of
directors may fix any place as the place for holding any special meeting of the
board of directors.

         3.5 Notice of Special Meetings. Notice of the date, time and place of
any special director meeting shall be given either orally or in writing. Such
notice may be given at any time prior to the commencement of the meeting. The
person giving such notice shall give such notice as far in advance of the
meeting as such person reasonably believes to be appropriate under the
circumstances. Oral notice shall be effective when communicated in a
comprehensible manner. Written notice is effective as to each director at the
earlier of: (a) when received; (b) five days after deposited in the United
States mail, addressed to the director's address shown in the records of the
corporation; or (c) the date shown on the return receipt if sent by registered
or certified mail, return receipt requested, and the receipt is signed by or on
behalf of the director. Any director may waive notice of any meeting before or
after the date and time of the meeting stated in the notice. Except as provided
in the next sentence, the waiver must be in writing and signed by the director
entitled to the notice. A director's



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attendance at or participation in a meeting shall constitute a waiver of notice
of such meeting, unless the director at the beginning of the meeting, or
promptly upon his or her arrival, objects to holding the meeting or transacting
business at the meeting because of lack of or defective notice, and does not
thereafter vote for or assent to action taken at the meeting. Unless required by
the articles of incorporation, neither the business to be transacted at, nor the
purpose of, any special meeting of the board of directors need be specified in
the notice or waiver of notice of such meeting.

         3.6 Quorum and Voting.

             (a) Quorum. A majority of the number of directors prescribed by
resolution adopted or vote pursuant to section 3.2 of these bylaws, or if no
number is prescribed, a majority of the number in office immediately before the
meeting begins, shall constitute a quorum for the transaction of business at any
meeting of the board of directors. If a quorum shall not be present at any
meeting of the board of directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

             (b) Voting. The act of the majority of the directors present at a
meeting at which a quorum is present when the vote is taken shall be the act of
the board of directors unless the articles of incorporation or these bylaws
require a greater percentage.

             (c) Presumption of Assent. A director who is present at a meeting
of the board of directors or a committee of the board of directors when
corporate action is taken is deemed to have assented to the action taken unless:
(i) the director objects at the beginning of the meeting, or promptly upon his
or her arrival, to holding or transacting business at the meeting and does not
thereafter vote for or assent to any action taken at the meeting; (ii) the
director contemporaneously requests that his or her dissent or abstention as to
any specific action be entered in the minutes of the meeting; or (iii) the
director causes written notice of his or her dissent or abstention as to any
specific action be received by the presiding officer of the meeting before its
adjournment or by the corporation promptly after adjournment of the meeting. The
right of dissent or abstention as to a specific action is not available to a
director who votes in favor of the action taken.

         3.7 Meetings by Telecommunications. Any or all directors may
participate in a regular or special meeting by, or conduct the meeting through
the use of, any means of communication by which all directors participating may
hear each other during the meeting. A director participating in a meeting by
this means is deemed to be present in person at the meeting.

         3.8 Action Without a Meeting. Any action required or permitted to be
taken by the board of directors at a meeting may be taken without a meeting if
all the directors consent to such action in writing. Action taken by written
consent is effective when the last director signs the consent, unless, prior to
such time, any director has revoked a consent by a signed writing received by
the corporation, or unless the consent specifies a different effective date. A
signed consent has the effect of an action taken at a meeting of directors and
may be described as such in any document.



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         3.9 Resignation. A director may resign at any time by giving a written
notice of resignation to the corporation. Such a resignation is effective when
the notice is received by the corporation unless the notice specifies a later
effective date, and the acceptance of such resignation shall not be necessary to
make it effective.

         3.10 Removal. Subject to the rights of the holders of any series of
Preferred Stock then outstanding and any requirement of law, any director, or
the entire board of directors, may be removed from office at any time only as
follows: (a) for cause by the affirmative vote of the holders of at least 80% of
the voting power of all of the shares of the corporation entitled to vote
generally in the election of directors, voting together as a single voting group
at a meeting of shareholders or (b) so long as Union Pacific Corporation
beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) more
than 50% of the voting power of all of the shares of the corporation entitled to
vote generally in the election of directors, with or without cause by the
affirmative vote of the holders of a majority of the voting power of all of the
shares of the corporation entitled to vote generally in the election of
directors, voting together as a single group at a meeting of shareholders.

         3.11 Vacancies. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, newly created directorships resulting from any
increase in the authorized number of directors and any vacancies in the board of
directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause shall be filled by a majority vote of the
directors then in office even though less than a quorum, or by a sole remaining
director and not by the shareholders unless there shall at such time be no
directors in office; provided, however, that (A) if the vacant office was held
by a director elected by a separate voting group of shareholders then (i) if one
or more remaining directors were elected by the same voting group, only such
directors shall be entitled to vote to fill the vacancy; and (ii) if no
directors elected by such voting group are then in office, only the holders of
shares of that voting group shall be entitled to vote to fill the vacancy, and
(B) the vacancy may be filled by vote of the shareholders acting at an annual
meeting of shareholders. A vacancy that will occur at a specific later date (by
reason of a resignation effective at a later date) may be filled before the
vacancy occurs but the new director may not take office until the vacancy
occurs.

         3.12 Organization. Meetings of the board of directors shall be presided
over by the chairman of the board, or in his absence by the president, or in
their absence by a chairman chosen at the meeting. The secretary, or in the
absence of the secretary, an assistant secretary, shall act as secretary of the
meeting, but in the absence of the secretary and any assistant secretary the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

         3.13 Compensation. By resolution of the board of directors, each
director may be paid his or her expenses, if any, of attendance at each meeting
of the board of directors and may be paid a stated salary as director or a fixed
sum for attendance at each meeting of the board of directors or both. Members of
committees may be allowed like compensation for attending committee meetings. No
such payment shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.



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         3.14 Committees.

             (a) The board of directors may, by resolution passed by a majority
of the whole board, designate one or more committees, each committee to consist
of two or more of the directors of the corporation. The board may designate one
or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another member of
the board to act at the meeting in place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
board, shall have and may exercise all the powers and authority of the board in
the management of the business and affairs of the corporation, except as limited
by applicable law.

             (b) Unless the board of directors otherwise provides, each
committee designated by the board may adopt, amend and repeal rules for the
conduct of its business. In the absence of a provision by the board or a
provision in the rules of such committee to the contrary, a majority of the
entire authorized number of members of such committee shall constitute a quorum
for the transaction of business, the vote of a majority of the members present
at a meeting at the time of such vote if a quorum is then present shall be the
act of such committee, and in other respects such committee shall conduct its
business in the same manner as the board conducts its business pursuant to
Article 3 of these bylaws.

                               ARTICLE 4. OFFICERS

         4.1 Officers; Election. As soon as practicable after the annual meeting
of shareholders in each year, the board of directors shall elect a president and
a secretary and it may, if it so determines, elect from among its members a
chairman of the board and a vice chairman of the board. The board may also elect
one or more vice presidents, one or more assistant vice presidents, one or more
assistant secretaries, a treasurer and one or more assistant treasurers and such
other officers as the board may deem desirable or appropriate and may give any
of them such further designations or alternate titles as it considers desirable.
Any number of offices may be held by the same person.

         4.2 Term of Office; Resignation; Removal; Vacancies. Except as
otherwise provided in the resolution of the board of directors electing any
officer, each officer shall hold office until the first meeting of the board
after the annual meeting of shareholders next succeeding his election, and until
his successor is elected and qualified or until his earlier resignation or
removal. Any officer may resign at any time upon written notice to the board or
to the president or to the secretary of the corporation. Such resignation shall
take effect at the time specified therein, and unless otherwise specified
therein no acceptance of such resignation shall be necessary to make it
effective. The board may remove any officer with or without cause at any time.
Any such removal shall be without prejudice to the contractual rights of such
officer, if any, with the corporation, but the election of an officer shall not
of itself create contractual rights. Any vacancy occurring in any office of the




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<PAGE>   12

corporation by death, resignation, removal or other reason may be filled for the
unexpired portion of the term of that office by the board at any regular or
special meeting.

         4.3 Chairman of the Board. The chairman of the board, if any, shall (i)
preside at all meetings of the board of directors and of the shareholders at
which he or she shall be present (ii) if so specified by the board of directors,
be the chief executive officer of the corporation and (iii) shall have and may
exercise such powers as may, from time to time, be assigned to him or her by the
board and as may be provided by law.

         4.4 Vice Chairman of the Board. In the absence of the chairman of the
board, the vice chairman of the board, if any, shall preside at all meetings of
the board of directors and of the shareholders at which he or she shall be
present and shall have and may exercise such powers as may, from time to time,
be assigned to him or her by the board and as may be provided by law.

         4.5 President. Subject to the board of directors, the president shall,
unless otherwise specified by the board of directors, be the chief executive
officer of the corporation and in addition shall perform such duties and have
such powers as are prescribed in these bylaws or as may from time to time be
assigned to him or her by the board or as may be provided by law. The president
shall have responsibility for general and active management of the business of
the corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

         4.6 Vice-Presidents. In the absence of the president or in the event of
his inability or refusal to act, the vice-president (or in the event there be
more than one vice-president, the vice-presidents in the order designated, or in
the absence of any designation, then in the order of their election) shall
perform the duties of the president, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the president. The
vice-presidents shall perform such other duties and have such other powers as
these bylaws or the board of directors may from time to time prescribe or as may
be provided by law.

         4.7 Secretary. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. The secretary shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the board of directors, and
shall perform such other duties as may be prescribed by the board of directors
or the president, under whose supervision he or she shall be. The Secretary
shall have custody of the corporate seal of the corporation and he or she, or an
assistant secretary, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his or her signature or
by the signature of such assistant secretary. The board of directors may give
general authority to any other officer to affix the seal of the corporation and
to attest the affixing by his or her signature. The Secretary shall perform such
other duties and have such other powers as these bylaws or the board of
directors may from time to time prescribe or as may be provided by law.



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<PAGE>   13

         4.8 Assistant Secretary. The assistant secretary, or if there be more
than one, the assistant secretaries in the order determined by the board of
directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the secretary or in the event of his or her
inability or refusal to act, perform the duties and exercise the powers of the
secretary and shall perform such other duties and have such other powers as
these bylaws or the board of directors may from time to time prescribe or as may
be provided by law.

         4.9 Treasurer. The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by or pursuant to resolution of the board
of directors. The treasurer shall disburse the funds of the corporation as may
be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his or her transactions as treasurer and of the financial condition of the
corporation. If required by the board of directors, he or she shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his or her office and for the
restoration to the corporation, in case of his or her death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his or her possession or under his or her
control belonging to the corporation. He or she shall perform such other duties
and have such other powers as these bylaws or the board of directors may from
time to time prescribe or as may be provided by law.

         4.10 Assistant Treasurer. The assistant treasurer or if there shall be
more than one, the assistant treasurers in the order determined by the board of
directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the treasurer or in the event of his or her
inability or refusal to act, perform the duties and exercise the powers of the
treasurer and shall perform such other duties and have such other powers as
these bylaws or the board of directors may from time to time prescribe or as may
be provided by law.

         4.11 Other Officers. The other officers, if any, of the corporation
shall have such powers and duties in the management of the corporation as shall
be stated in a resolution of the board of directors which is not inconsistent
with these bylaws and, to the extent not so stated, as generally pertain to
their respective offices, subject to the control of the board. The board may
require any officer, agent or employee to give security for the faithful
performance of his or her duties.

         4.12 Salary Approval Necessary. No office or position shall be created
and no person shall be employed at a salary of more than $200,000 per annum, and
no salary shall be increased to an amount in excess of $200,000 per annum,
without the approval of the board of directors, nor shall special compensation
be paid to any officer or employee, unless authorized by the board of directors;
provided, however that this section shall be applicable only to salaried
positions.



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<PAGE>   14

         4.13 Delegation. Subject to section 3.1, the board of directors may
from time to time vest general or specific authority in the chief executive
officer, the president or the head of any business unit, department or office of
the corporation, or in such other officers of the corporation as the board of
directors shall designate, for the determination or disposition of any matter
which otherwise would be required to be considered by the board of directors
under the provisions of this Article 4.

                      ARTICLE 5. CONTRACTS AND EXPENDITURES

         5.1 Capital Expenditures, etc. All capital expenditures and
investments, exploration and development programs, leases and property
dispositions must be authorized by the board of directors, except that general
or specific authority with regard to such matters may be delegated, subject to
section 3.1, to such officers of the corporation as the board of directors may
from time to time direct.

         5.2 Operating Expenditures. Expenditures chargeable to operating
expenses may be made by or under the direction of the head of the business unit,
department or office of the corporation concerned, without explicit or further
authority from the board of directors, subject to direction, restriction or
prohibition by the chief executive officer or the president.

         5.3 Contracts - General. No contract shall be made or entered into by
the corporation without the approval of the board of directors, except as
authorized by the board of directors or these bylaws.

         5.4 Contracts - Operating Expenditures. Contracts for work, labor and
services and materials and supplies, the expenditures of which will be
chargeable to operating expenses, may be made and executed in the name and on
behalf of the corporation by the head of the business unit, department or office
of the corporation concerned, or by such person as he or she shall designate,
without explicit or further authority from the board of directors, subject to
direction, restriction or prohibition by the chief executive officer or the
president.

         5.5 Contracts - Execution, etc. The president and each vice president
of the corporation shall severally have the power to execute on behalf of the
corporation any deed, bond, indenture, certificate, note, contract or other
instrument or agreement authorized or approved by, or pursuant to delegation
from, the board of directors and to cause the corporate seal to be thereto
affixed and attested by the secretary or an assistant secretary.

         5.6 Delegation. Subject to section 3.1, the board of directors may from
time to time vest general or specific authority in such officers of the
corporation as the board of directors shall designate for the determination or
disposition of any matter which otherwise would be required to be considered by
the board of directors under the provisions of this Article 5.



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<PAGE>   15

                    ARTICLE 6. INDEMNIFICATION OF DIRECTORS,
                             OFFICERS AND EMPLOYEES

         6.1 The corporation shall indemnify to the full extent permitted by law
any person made or threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that such person is or was a director,
officer or employee of the corporation or serves or served at the request of the
corporation any other enterprise as a director, officer or employee. The
indemnification provided in this section shall include the right to receive
payment in advance of any final disposition of any expenses incurred by any such
person in connection with any such action, suit or proceeding, consistent with
the provisions of then applicable law. For purposes of this Article 6, the term
"corporation" shall include any predecessor of the corporation and any
constituent corporation (including any constituent of a constituent) absorbed by
the corporation in a consolidation or merger; the term "other enterprise" shall
include any corporation, partnership, limited liability company, joint venture,
trust or employee benefit plan; service "at the request of the corporation"
shall include service as a director, officer or employee of the corporation
which imposes duties on, or involves services by, such director, officer or
employee with respect to an employee benefit plan, its participants or
beneficiaries; any excise taxes assessed on a person with respect to an employee
benefit plan shall be deemed to be indemnifiable expenses; and action by a
person with respect to an employee benefit plan in good faith which such person
reasonably believes to be in the interest of the participants and beneficiaries
of such plan shall be deemed to be action not opposed to the best interests of
the corporation. This section 6.1 shall not apply to any action, suit or
proceeding pending or threatened on the date of adoption hereof provided that
the right of the corporation to indemnify any person with respect thereto shall
not be limited hereby.

         6.2 Any indemnification under section 6.1 (unless ordered by a court)
shall be made by the corporation only as authorized in the specific case upon a
determination by the persons authorized by the Act to make such determination
that indemnification of the director, officer or employee is proper in the
circumstances because such person has met the applicable standard of conduct
required by law.

         6.3 The indemnification and advancement of expenses provided by section
6.1 shall not be deemed exclusive of any other rights to which any person
seeking indemnification may be entitled under any law, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director,
officer or employee and shall inure to the benefit of the heirs, executors and
administrators of such a person. Any amendment or repeal of any provision of
this section shall not limit the right of any person to indemnity with respect
to actions taken or omitted to be taken by such person prior to such amendment
or repeal.



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<PAGE>   16

                                ARTICLE 7. STOCK

         7.1 Issuance of Shares. The corporation may issue the number of shares
of each class or series of capital stock authorized by the articles of
incorporation. The issuance or sale by the corporation of any shares of its
authorized capital stock of any class shall be made only upon authorization by
the board of directors, unless otherwise provided by statute. The board of
directors may authorize the issuance of shares for consideration consisting of
any tangible or intangible property or benefit to the corporation, including
cash, promissory notes, services performed, contracts or arrangements for
services to be performed, or other securities of the corporation. Shares shall
be issued for such consideration as shall be fixed from time to time by the
board of directors.

         7.2 Certificates for Shares.

             (a) Content. Shares may but need not be represented by certificates
in such form as determined by the board of directors and stating on their face,
at a minimum, the name of the corporation and that it is formed under the laws
of the State of Utah, the name of the person to whom issued, and the number and
class of shares and the designation of the series, if any, the certificate
represents. Such certificates shall be signed (either manually or by facsimile)
by the chairman of the board, president or a vice-president and by the secretary
or an assistant secretary and may be sealed with a corporate seal or a facsimile
thereof. Each certificate for shares shall be consecutively numbered or
otherwise identified. In case any officer who has signed or whose facsimile
signature has been place upon a certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer at the date of issue.

             (b) Legend as to Class or Series. If the corporation is authorized
to issue different classes of shares or different series within a class, the
designations, relative rights, preferences and limitations applicable to each
class and the variations in rights, preferences and limitations determined for
each series (and the authority of the board of directors to determine variations
for future series) must be summarized on the front or back of each certificate.
Alternatively, each certificate may state conspicuously on its front or back
that the corporation will furnish the shareholder this information on request in
writing and without charge.

             (c) Shareholder List. The name and address of the person to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the corporation.

             (d) Transferring Shares. All certificates surrendered to the
corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except that in case of a lost, destroyed, or
mutilated certificate, a new one may be issued therefor upon such terms and
indemnity to the corporation as the board of directors may prescribe.



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<PAGE>   17

         7.3 Shares Without Certificates. The board of directors may authorize
the issuance of some or all of the shares of any or all of its classes or series
without certificates. Within a reasonable time after the issuance or transfer of
shares without certificates, the corporation shall send the shareholder a
written statement of the information required on certificates under section 7.2
of these bylaws.

         7.4 Registration of the Transfer of Shares. Registration of the
transfer of shares of the corporation shall be made only on the stock transfer
books of the corporation. In order to register a transfer, the record owner
shall surrender the shares to the corporation for cancellation, properly
endorsed by the appropriate person or persons with reasonable assurances that
the endorsements are genuine and effective. Unless the corporation has
established a procedure by which a beneficial owner of shares held by a nominee
is to be recognized by the corporation as the owner, the person in whose name
shares stand in the books of the corporation shall be deemed by the corporation
to be the owner thereof for all purposes and the corporation shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.

                            ARTICLE 8. MISCELLANEOUS

         8.1 Corporate Seal. The board of directors may provide a corporate seal
which may be circular in form and have inscribed thereon any designation
including the name of the corporation, the state of incorporation, and the words
"Corporate Seal."

         8.2 Amendments. The corporation's board of directors may amend,
supplement or repeal the corporation's bylaws at any time, except as limited by
applicable law. Notwithstanding any other provision contained in the bylaws to
the contrary, from and after such time as Union Pacific Corporation no longer
beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) more
than 50% of the voting power of all of the shares of the Corporation entitled to
vote generally in the election of directors, the affirmative vote of the holders
of at least 80% of the voting power of all of the shares of the corporation
entitled to vote generally in the election of directors, voting together as a
single voting group, shall be required to approve the taking, approval, or
adoption by the shareholders of the Corporation of any action or resolution
which would (i) alter or amend, (ii) adopt any provision inconsistent with or
limiting the effect of, or (iii) repeal, article 6 and sections 2.2, 2.8, 2.13,
2.14, 3.2, 3.10, 3.11 and 8.4 and this section 8.2 of these bylaws.

         8.3 Fiscal Year. The fiscal year of the corporation shall be
established by the board of directors.

         8.4 Certain Definitions. As used herein the term "Union Pacific
Corporation" shall mean Union Pacific Corporation, a Utah corporation, any
successor to such corporation by consolidation or merger and any corporation to
which all or substantially all of such corporation's assets may be transferred.
As used herein the term "Union Pacific" shall mean Union Pacific Corporation;
provided, however, that if Union Pacific Corporation is not a shareholder of the
corporation then the term



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