Application Volume 4:

Supporting Exhibits

*This is a preview version and includes only the first five pages of the document.

BEFORE THE
SURFACE TRANSPORTATION BOARD
‍
DOCKET NO. FD 36873
‍
UNION PACIFIC CORPORATION AND UNION PACIFIC RAILROAD COMPANY
—CONTROL—
NORFOLK SOUTHERN CORPORATION AND NORFOLK SOUTHERN
RAILWAY COMPANY
‍

RAILROAD CONTROL APPLICATION

VOLUME 4 OF 4
EXHIBITS 2, 6, 7, AND 9

RAYMOND A. ATKINS

CARRIE C. MAHAN
MATTHEW J. WARREN
ALLISON C. DAVIS
MARC A. KORMAN
Sidley Austin LLP
1501 K Street, NW
Washington, DC 20005
(202) 736-8000

JASON M. MORRIS
JOSEPH H. CARPENTER IV
THOMAS E. ZOELLER
HANNA M. CHOUEST
T. MATTHEW LOCKHART
Norfolk Southern Railway Company
650 W. Peachtree Street NW
Atlanta, GA 30308

Attorneys for Norfolk Southern Corporation and Norfolk Southern Railway Company

April 30, 2026

MICHAEL L. ROSENTHAL

DEREK LUDWIN
JAMES J. O’CONNELL
MATTHEW J. GLOVER
PEGAH NABILI
Covington & Burling LLP
One CityCenter
850 Tenth Street, NW
Washington, DC 20001
(202) 662-6000

CHRISTINA B. CONLIN
JAMES B. BOLES
TONYA W. CONLEY
TANYA L. SPRATT
Union Pacific Railroad Company
1400 Douglas Street
Omaha, NE 68179

Attorneys for Union Pacific Corporation and Union Pacific Railroad Company

Table of Contents

VOLUME 4 OF AMENDED APPLICATION
Exhibits 2, 6, 7, and 9

Agreements (Exhibit 2)

4-4

Exhibit 2.1: Agreement and Plan of Merger, dated as of July 28, 2025

4-5

Exhibit 2.2: Company Disclosure Schedules, dated as of July 28, 2025

4-115

Exhibit 2.3: Parent Disclosure Schedules, dated as of July 28, 2025

4-186

Form 10-K (Exhibit 6)

4-195

Exhibit 6.1:

Union Pacific Corporation 10-K for Fiscal Year Ended
December 31, 2025 (filed with the SEC on Feb. 6, 2026)

4-196

Exhibit 6.2:

Union Pacific Corporation 10-K for Fiscal Year Ended
December 31, 2024 (filed with the SEC on Feb. 7, 2025)

4-287

Exhibit 6.3:

Norfolk Southern Corporation Form 10-K for Fiscal Year Ended
December 31, 2025 (filed with the SEC on Feb. 9, 2026)

4-409

Exhibit 6.4:

Norfolk Southern Corporation Form 10-K for Fiscal Year Ended
December 31, 2024 (filed with the SEC on Feb. 10, 2025)

4-549

Form S-4 (Exhibit 7)

4-705

Exhibit 7.1:

Union Pacific Corporation Form S-4
(filed with the SEC on Sept. 16, 2025)

4-706

Exhibit 7.2:

Pacific Corporation Form S-4 Amendment No. 1
(filed with the SEC on Sept. 30, 2025)

4-1041

Annual Reports (Exhibit 9)

4-1375

Exhibit 9.1:

Union Pacific Corporation 10-K for Fiscal Year Ended
December 31, 2025 (filed with the SEC on Feb. 6, 2026)

4-1376

Exhibit 9.1:

Union Pacific Corporation 10-K for Fiscal Year Ended
December 31, 2024 (filed with the SEC on Feb. 7, 2025)

4-1378

Exhibit 9.3:

Union Pacific Corporation Form 10-K for Fiscal Year Ended December
31, 2023 (filed with the SEC on Feb. 9, 2024)

4-1380

Exhibit 9.4:

Norfolk Southern Corporation
2025 Annual Report (filed with the SEC on Mar. 27, 2026)

4-1561

Exhibit 9.5:

Norfolk Southern Corporation
2024 Annual Report (filed with the SEC on Mar. 28, 2025)

4-1686

Exhibit 9.6:

Norfolk Southern Corporation
2023 Annual Report (filed with the SEC on Mar. 20, 2024)

4-1808

EXHIBIT 2
‍‍‍
‍AGREEMENTS
‍‍[SECTION 1180.6(a)(7)(ii)]
‍

EXHIBIT 2.1
‍‍
‍AGREEMENT AND PLAN OF MERGER
DATED AS OF JULY 28, 2025
‍

AGREEMENT AND PLAN OF MERGER
by and among
UNION PACIFIC CORPORATION,
RUBY MERGER SUB 1 CORPORATION,
RUBY MERGER SUB 2 LLC
and
NORFOLK SOUTHERN CORPORATION
Dated as of July 28, 2025
‍

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