Application Volume 4:
Supporting Exhibits
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
December 19, 2025
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
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
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