SANTA FE PACIFIC CORP, 10-Q, 1995-05-12

SANTA FE PACIFIC CORP
10-Q, 1995-05-12
RAILROADS, LINE-HAUL OPERATING

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended March 31, 1995

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________

Commission File Number: 1-8627

SANTA FE PACIFIC CORPORATION
(Exact date of registrant as specified in its charter)

Delaware 36-3258709
(State of Incorporation) (I.R.S. Employer Identification No.)

1700 East Golf Road, Schaumburg, Illinois 60173-5860
(Address of principal executive offices) (zip code)

Registrant's telephone number, including area code: (708) 995-6000

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes [ X ] No [ ]

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

Shares Outstanding
Class March 31, 1995
----------------------------- ------------------------
Common Stock, $1.00 par value 152,115,118 shares

<PAGE>

PART I - FINANCIAL INFORMATION

SANTA FE PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
(In millions, except per share data)
Three Months
Ended March 31,
1995 1994
--------- ---------
Operating Revenues $ 679.7 $ 631.5
--------- ---------
Operating Expenses
Compensation and benefits 220.5 207.6
Contract services 92.1 80.1
Fuel 63.8 58.9
Equipment rents 59.7 60.4
Depreciation and amortization 52.5 49.1
Materials and supplies 29.1 32.5
Other 57.6 52.2
--------- ---------
Total Operating Expenses 575.3 540.8
--------- ---------
Operating Income 104.4 90.7
Equity in Earnings of Pipeline Partnership 6.7 6.3
Interest Expense 39.7 29.0
Other Income (Expense)-Net (29.8) 26.0
--------- ---------
Income From Continuing Operations
Before Income Taxes 41.6 94.0

Income Taxes 19.3 39.8
--------- ---------
Income From Continuing Operations 22.3 54.2
Income from Discontinued Operations,
Net of Income Taxes - 13.9
Extraordinary Charge on Early Retirement
of Debt, Net of Income Taxes (24.3) -
--------- ---------
Net Income (Loss) $ (2.0) $ 68.1
========= =========

Income (Loss) Per Share
Continuing Operations $ 0.12 $ 0.29
Discontinued Operations - 0.07
Extraordinary Charge (0.13) -
--------- ---------

Net Income (Loss) $ (0.01) $ 0.36
========= =========
Average Number of Common and
Common Equivalent Shares 180.5 189.9
========= =========

(See accompanying notes to Consolidated Financial Statements)

-1-

<PAGE>

SANTA FE PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
(In millions) March 31, December 31,
1995 1994
----------- -----------
Assets
Current Assets
Cash and cash equivalents,
at cost which approximates market $ 41.8 $ 176.4
Accounts receivable, less allowances 69.2 62.0
Materials and supplies 101.3 95.3
Note receivable - current - 36.2
Current portion of deferred income taxes 103.5 98.6
Other 17.5 25.2
----------- -----------
Total current assets 333.3 493.7
----------- -----------
Other Long-Term Assets 376.7 337.9
Properties, Plant and Equipment 6,330.3 6,291.8
Less-accumulated depreciation and
amortization 1,549.9 1,550.5
----------- -----------

Net properties 4,780.4 4,741.3
----------- -----------

Total Assets $ 5,490.4 $ 5,572.9
=========== ===========
Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable and accrued liabilities $ 635.8 $ 724.8
Long-term debt due within one year 163.9 203.6
----------- -----------
Total current liabilities 799.7 928.4
----------- -----------
Long-Term Debt Due After One Year 1,853.9 1,067.4
Postretirement Benefits Liability 259.3 258.1
Restructuring Liability 161.2 171.1
Other Long-Term Liabilities 706.5 699.1
Deferred Income Taxes 1,195.4 1,191.9
----------- -----------
Total Liabilities 4,976.0 4,316.0
----------- -----------
Shareholders' Equity
Common stock 190.4 190.0
Paid-in capital 797.3 825.8
Retained income 288.5 290.5
Treasury stock, at cost (761.8) (49.4)
----------- -----------
Total shareholders' equity 514.4 1,256.9
----------- -----------
Total Liabilities and Shareholders' Equity $ 5,490.4 $ 5,572.9
=========== ===========

(See accompanying notes to Consolidated Financial Statements)

-2-

<PAGE>

SANTA FE PACIFIC CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF CASH FLOWS Three Months
(UNAUDITED) Ended March 31,
(In millions) 1995 1994
----------- -----------
Operating Activities
Net income (loss) $ (2.0) $ 68.1
Adjustments to reconcile net income (loss)
to operating cash flows:
Income from discontinued operations,
net of income taxes - (13.9)
Extraordinary charge on early
retirement of debt 24.3 -
Depreciation and amortization 52.5 49.1
Deferred income taxes 9.1 16.8
Rail restructuring costs paid (15.9) (19.8)
Imputed interest expense 4.0 5.2
Other-net (13.5) (24.0)
Changes in working capital:
Accounts receivable (7.2) (28.5)
Materials and supplies (6.0) (12.1)
Accounts payable and accrued liabilities (89.0) (4.5)
Other 7.7 (1.0)
----------- -----------
Net Cash Provided By (Used for)
Operating Activities-Continuing Operations (36.0) 35.4
Discontinued Operations-net - 32.0
----------- -----------
Net Cash Provided By (Used for)
Operating Activities (36.0) 67.4
----------- -----------
Investing Activities
Cash used for capital expenditures (82.4) (90.2)
Other-net 47.1 73.6
Discontinued Operations-net - (13.3)
----------- -----------
Net Cash Used for Investing Activities (35.3) (29.9)
----------- -----------
Financing Activities
Proceeds from borrowings 1,000.0 -
Principal payments on borrowings (253.4) (82.4)
Purchase of SFP common stock (787.0) -
Extraordinary charge on early retirement of debt (24.3) -
Other-net 1.4 4.0
Discontinued Operations-net - (10.0)
----------- -----------
Net Cash Used for Financing Activities (63.3) (88.4)
----------- -----------
Decrease in Cash and Cash Equivalents (134.6) (50.9)
Cash and Cash Equivalents:
Beginning of period 176.4 70.3
----------- -----------
End of period $ 41.8 $ 19.4
=========== ===========
Supplemental Disclosure of Cash Flow Information
Cash paid (refunded) during the period for:
Interest $ 35.9 $ 21.4
Income taxes $ - $ (0.3)
=========== ===========

(See accompanying notes to Consolidated Financial Statements)
-3-

<PAGE>

SANTA FE PACIFIC CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(a) The consolidated financial statements should be read in
conjunction with the Santa Fe Pacific Corporation ("SFP",
"Registrant" or "Company") Annual Report on Form 10-K for the
year ended December 31, 1994 ("1994 Form 10-K"), including those
financial statements and notes thereto incorporated by reference
from the Registrant's 1994 Annual Report to Shareholders.

(b) In the opinion of SFP management, the consolidated statement of
operations for the three months ended March 31, 1995 and 1994
reflects all adjustments necessary for a fair statement of the
results of operations. Except as otherwise disclosed, all
adjustments are of a normal recurring nature.

(c) The consolidated statement of operations for the three months
ended March 31, 1995 is not necessarily indicative of the results
of operations for the full year 1995.

(d) Certain comparative prior year amounts in the consolidated
financial statements have been reclassified to conform with the
current year presentation.

(e) On June 29, 1994, SFP and Burlington Northern Inc. ("BNI")
entered into a definitive Agreement and Plan of Merger (as
amended, the "Merger Agreement") pursuant to which SFP is to
merge with and into BNI, with BNI being the surviving corporation
(the "Merger"). The Merger was approved by the stockholders of
both SFP and BNI on February 7, 1995. In accordance with the
Merger Agreement, BNI and SFP conducted a joint tender offer in
which SFP purchased 38 million shares and BNI purchased 25
million shares of SFP common stock at a price of $20 per share,
the payment for which shares was made on February 21, 1995 (the
"Tender Offer").

<PAGE>

expedited procedural schedule adopted effective March 9, 1995,
calls for a final decision on the Merger no later than August 23,
1995; a favorable decision followed by Merger consummation
shortly thereafter would likely result in an Exchange Ratio
substantially less than the maximum because SFP would have a
shorter period of time than would have been available under the
previous ICC schedule to exceed the appropriate quarterly tests
under the Merger Agreement and Credit Facility and thus generate
capacity to make repurchases.

Through March 31, 1995, SFP has repurchased approximately 1.4
million shares at an average cost of approximately $21.50 per
share. The effect of these repurchases, after adjusting for SFP
employee stock options exercised since December 31, 1994, was to
increase the Exchange Ratio to 0.4044 of a share of BNI common
stock for each outstanding share of SFP common stock at March 31,
1995. SFP has met certain performance and financial criteria
under the Merger Agreement and Credit Facility and, therefore, is
allowed to repurchase additional shares up to an aggregate amount
of approximately $22 million in the second quarter. While SFP
intends to continue repurchases of shares during the
second quarter, there can be no assurances that the maximum
repurchases allowed will be completed.

The consummation of the Merger is subject to various conditions,
including approval by the ICC. The Atchison, Topeka and Santa Fe
Railway Company ("Santa Fe Railway") and Burlington Northern
Railroad Company have entered into agreements with Union Pacific
Railroad Company, Southern Pacific Transportation Company and
affiliates, and Kansas City Southern Railway Company, among
others, whereby those carriers agreed not to oppose the ICC's
approval of the Merger in exchange for grants of certain trackage
rights, haulage arrangements or other such arrangements.

(f) During the first quarter of 1995, SFP borrowed $1.0 billion under
the Credit Facility. Proceeds of $760 million from the borrowing
were used by SFP to purchase 38 million shares of SFP common
stock pursuant to the terms of the Tender Offer. The repurchased
shares are reflected within treasury stock in the accompanying
consolidated balance sheet. The remaining proceeds were used by
SFP to repay SFP's $200 million 12.65% senior notes maturing
1998-2000 ("Senior Notes"), plus the costs associated with the
retirement. These costs, totaling $40.0 million pre-tax,
included $37.0 million for the premium attributable to the early
retirement of the Senior Notes and $3.0 million for the write-off
of related unamortized debt issue costs. These costs, net of
applicable income tax benefits of $15.7 million, have been
presented in the accompanying consolidated statement of
operations as an extraordinary charge.

During the first quarter, the Credit Facility was amended:
(i) to reduce potential borrowings available to SFP from $1.56
billion to $1.36 billion; (ii) to reduce the interest rates

<PAGE>

applicable to borrowings under the Credit Facility by reducing
credit spreads and expanding money market borrowing flexibility
and; (iii) to reduce SFP's hedging requirements for interest rate
protection to a minimum of $400 million of outstanding
borrowings. SFP has outstanding $200 million of fixed-rate debt
which is considered interest rate protection under the Credit
Facility. Additionally, SFP has entered into seven interest rate
swap transactions with a total notional principal amount of $200
million. The interest rate swaps mature from December 1996
through December 1998 and were entered into to match maturities
under the Credit Facility. The interest rate swap transactions
require payment of a fixed interest rate of approximately 7.6%,
and the receipt of a variable interest rate based on LIBOR. The
fair value of the swap transactions at March 31, 1995, was an
unrealized loss of approximately $2.9 million.

(g) In September 1994, SFP distributed its remaining interest in
Santa Fe Pacific Gold Corporation ("SFP Gold") to SFP
shareholders. SFP Gold operations for the first quarter of 1994
are reflected as discontinued operations. Revenues from
discontinued operations for the three months ended March 31,
1994, were $84.3 million.

(h) At March 31, 1995, Santa Fe Railway had entered into various
commodity swap and collar transactions with several
counterparties covering approximately 136 million gallons of
diesel fuel in 1995 which is anticipated to cover approximately
45% of remaining 1995 fuel purchases. Through swap arrangements,
Santa Fe Railway has hedged approximately 128 million gallons at
an average price of 48 cents per gallon. Additionally,
approximately 8 million gallons have been hedged through collar
arrangements which allow the price to float between average floor
and ceiling prices of 40 cents and 49 cents, respectively. These
prices do not include taxes, fuel handling costs and any
differences which may occur from time to time between the prices
of commodities hedged and the purchase price of Santa Fe
Railway's diesel fuel. The effect of the fuel hedges was to
increase operating expense by $1.2 million and $2.9 million for
the three months ended March 31, 1995 and 1994, respectively.
The fair value of Santa Fe Railway's fuel hedging transactions at
March 31, 1995, was an unrealized loss of $0.6 million.

(i) SFP is a party to a number of legal actions and claims, various
governmental proceedings and private civil suits arising in the
ordinary course of business, including those related to
environmental matters and personal injury claims. While the
final outcome of these items cannot be predicted with certainty,
considering among other things the meritorious legal defenses
available, it is the opinion of SFP management that none of these
items, when finally resolved, will have a material adverse effect
on the annual results of operations, financial position or
liquidity of SFP, although an adverse resolution of a number of
these items in a single year could have a material adverse effect
on the results of operations for that year.

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION

Results of Operations
---------------------

Current Quarter Compared with Same Quarter of Preceding Year
------------------------------------------------------------

Santa Fe Pacific Corporation ("SFP" or "Registrant") reported a net
loss for the first quarter of $2.0 million or $0.01 per share compared
to net income of $68.1 million or $0.36 per share last year. The
decrease in net income primarily relates to: (i) a $55.8 million
decrease in other income (expense)-net; (ii) a $24.3 million after-
tax extraordinary charge for early retirement of debt; (iii) $13.9
million of income from discontinued operations in 1994; and (iv)
higher interest expense. The above were partially offset by higher
operating income. Other income (expense)-net in 1995 included $26.3
million of merger related costs and 1994 included pre-tax gains of
$34.2 million related to the sale of an investment and a favorable
litigation settlement. Excluding these items, SFP's first quarter
1995 net income from continuing operations was $41.4 million or $0.23
per share compared to $34.5 million or $0.18 per share in 1994.

Operating income at The Atchison, Topeka and Santa Fe Railway Company
("Santa Fe Railway") for the quarter was $104.4 million, an increase
of $13.7 million or 15% over the $90.7 million reported in the first
quarter of 1994. Operating revenues of $679.7 million, which includes
revenue from miscellaneous transportation related items, rose 8% as
carloadings increased 5% and average revenue per car increased 3%.
The quarterly operating ratio improved to 84.6% from 85.6% in 1994.
Freight revenues by commodity for the three months ended March 31,
1995 and 1994 were as follows:

<PAGE>

Three Months Ended
March 31,
1995 1994
------ ------
(In millions)
Intermodal
Intermodal Marketing Companies $ 83.5 $ 87.7
Direct Marketing 102.1 73.3
International 57.4 51.6
Truckload 54.5 49.5
------ ------
Total Intermodal 297.5 262.1
------ ------
Carload Commodities
Petroleum 34.9 35.5
Chemicals & Plastics 36.2 33.6
Consumer/Food Products 29.8 34.0
Building Materials & Paper Products 30.1 29.7
Metals 25.8 21.2
------ ------
Total Carload Commodities 156.8 154.0
------ ------
Bulk Products
Coal 57.2 59.2
Minerals, Ores & Other 37.7 35.3
Grain 40.8 32.7
Grain Products 23.8 20.8
------ ------
Total Bulk Products 159.5 148.0
------ ------
Automotive 55.8 57.8
------ ------

Total Freight Revenue $669.6 $621.9
====== ======

Intermodal revenues increased 14% to $297.5 million, primarily the
result of a 39% increase in direct marketing, due to growth in less-
than-truckload business. Carload commodities revenues of $156.8
million were 2% higher than last year due to increased coiled steel
and other long haul traffic in metals and higher average revenue per
car in chemicals and plastics due to changes in mix, partially offset
by lower average revenue per car in consumer/food products. Bulk
products revenues of $159.5 million increased 8% principally due to
increased shipments of grain for export as well as higher average
revenue per car. Automotive revenues of $55.8 million decreased 4%
principally reflecting lower average revenue per car due to changes in
traffic mix. Recent economic trends have indicated a slowdown in
general business activity in the United States. As a result, SFP
currently anticipates that revenue levels for the second and third
quarters of 1995 could approximate 1994 levels for the comparable
periods.

<PAGE>

Operating expenses of $575.3 million increased by $34.5 million or 6%,
principally due to the increase in business volume. Compensation and
benefits expense rose $12.9 million or 6% reflecting wage increases
and the cost associated with additional operating personnel hired to
handle increased traffic. Contract services increased $12.0 million
due to higher volumes and expanded use of locomotive maintenance
contractors. Fuel expense increased $4.9 million or 8% reflecting
increases in volumes.

SFP's equity investment in Santa Fe Pacific Pipeline Partners, L.P.
produced income of $6.7 million, up $0.4 million or 6% from last year,
due to increased volume. Other income-net, adjusted to exclude the
$26.3 million of merger related costs in 1995 and the two favorable
special items in 1994, increased $4.7 million, principally due to
higher income from real estate activities. Interest expense increased
$10.7 million, principally reflecting borrowings under SFP's bank loan
facility ("Credit Facility") .

Financial Condition and Other Matters
-------------------------------------

Year-to-Date Cash Flow
----------------------
For the three months ended March 31, 1995, net cash used for operating
activities from continuing operations totaled $36.0 million which
principally reflects cash used for working capital requirements and
restructuring payments (which principally include employee severance,
relocation costs and other labor payments), partially offset by net
income before depreciation and deferred taxes. Total capital
expenditures for the first three months of 1995, which include noncash
transactions, were $100.0 million. Noncash transactions of $17.6
million primarily represent reimbursable projects. Capital spending
principally related to improvements to track structure and other road
properties, new facilities, and equipment, and was primarily funded
through available cash balances. Additional cash of $1.0 billion was
provided by borrowings under SFP's Credit Facility, $760 million of
which was used to repurchase 38 million shares of SFP common stock and
approximately $240 million was used to repay SFP's 12.65% $200 million
Senior Notes ("Senior Notes") and related costs, as discussed in Note
(f) to the consolidated financial statements. SFP's ratio of total
debt to capital increased to 80% at March 31, 1995 compared to 50% at
December 31, 1994, principally reflecting reductions in equity and
increases in debt due to share repurchases.

Rail Restructuring
------------------
Restructuring costs paid were $15.9 million for the first three months
of 1995, with annual payments still estimated to be approximately $50
million in 1995.

<PAGE>

Labor Negotiations/Service Interruption
---------------------------------------

Santa Fe Railway is actively involved in industrywide labor contract
negotiations which began in late 1994. Wages, health and welfare
benefits, work rules and other issues are being negotiated for all
rail union employees, which represent over 85% of Santa Fe Railway's
work force. These negotiations have traditionally taken place over a
number of months and have previously not resulted in any extended work
stoppages.

Santa Fe Railway is party to service interruption insurance agreements
under which Santa Fe Railway would be required to pay premiums of up
to a maximum of approximately $38 million in the event of work
stoppages on other railroads. Santa Fe Railway is also entitled to
receive payments under certain conditions if a work stoppage occurs on
its property.

Merger Activities
-----------------

On June 29, 1994, SFP and Burlington Northern Inc. ("BNI") entered
into a definitive Agreement and Plan of Merger (as amended, the
"Merger Agreement") pursuant to which SFP is to merge with and into
BNI, with BNI being the surviving corporation (the "Merger"). The
Merger was approved by the stockholders of both SFP and BNI on
February 7, 1995. In accordance with the Merger Agreement, BNI and
SFP conducted a joint tender offer in which SFP purchased 38 million
shares and BNI purchased 25 million shares of SFP common stock at a
price of $20 per share, the payment for which shares was made on
February 21, 1995 (the "Tender Offer").

At Merger consummation, each remaining outstanding share of SFP common
stock will be converted into at least 0.40 of a share of BNI common
stock (the "Exchange Ratio") in a tax-free exchange. Between the
Tender Offer and consummation of the Merger, SFP has the right but not
the obligation to repurchase up to an additional 10 million shares of
SFP common stock, subject to certain financial conditions and
limitations of the Merger Agreement and SFP's Credit Facility. The
Exchange Ratio will depend on the number of SFP shares repurchased by
SFP as well as the number of SFP employee stock options exercised
prior to the consummation of the Merger. The Merger Agreement
provides for a maximum Exchange Ratio of 0.4347 which will not be
reached because, among other reasons, SFP employee stock options have
been exercised since December 31, 1994. In addition, the Interstate
Commerce Commission's ("ICC") expedited procedural schedule adopted
effective March 9, 1995, calls for a final decision on the Merger no
later than August 23, 1995; a favorable decision followed by Merger
consummation shortly thereafter would likely result in an Exchange
Ratio substantially less than the maximum because SFP would have a
shorter period of time than would have been available under the
previous ICC schedule to exceed the appropriate quarterly tests under
the Merger Agreement and Credit Facility and thus generate capacity to
make repurchases.

<PAGE>

Through March 31, 1995, SFP has repurchased approximately 1.4 million
shares at an average cost of approximately $21.50 per share. The
effect of these repurchases, after adjusting for SFP employee stock
options exercised since December 31, 1994, was to increase the
Exchange Ratio to 0.4044 of a share of BNI common stock for each
outstanding share of SFP common stock at March 31, 1995. SFP has met
certain performance and financial criteria under the Merger Agreement
and Credit Facility and, therefore, is allowed to repurchase
additional shares up to an aggregate amount of approximately $22
million in the second quarter. While SFP intends to continue
repurchases of shares during the second quarter, there can be no
assurances that the maximum repurchases allowed will be completed.

The consummation of the Merger is subject to various conditions,
including approval by the ICC. Santa Fe Railway and Burlington
Northern Railroad Company ("BN") have entered into agreements with
Union Pacific Railroad Company, Southern Pacific Transportation
Company and affiliates, and Kansas City Southern Railway Company,
among others, whereby those carriers agreed not to oppose the ICC's
approval of the Merger in exchange for grants of certain trackage
rights, haulage arrangements or other such arrangements.

PART II. OTHER INFORMATION
--------------------------

Item 1. Legal Proceedings
--------------------------

Reference is made to the discussion of the railroad merger and control
application filed by BNI, BN, SFP, and Santa Fe Railway ("Applicants")
with the ICC, Finance Docket No. 32549, BURLINGTON NORTHERN INC. AND
BURLINGTON NORTHER RAILROAD COMPANY--CONTROL AND MERGER--SANTA FE
PACIFIC CORPORATION AND THE ATCHISON, TOPEKA AND SANTA FE RAILWAY
COMPANY, under Part I, Item 3 (Legal Proceedings) in Registrant's
Report on Form 10-K for the fiscal year ended December 31, 1994. BN
and Santa Fe Railway have reached agreements with other western
carriers, including Union Pacific Railroad Company, Kansas City
Southern Railway Company, and Southern Pacific Transportation Company
and affiliates, which generally involve the granting or exchange of
trackage rights or haulage services, or both. As a result of the
agreements, which are contingent upon approval of the merger and
control application by the ICC, the other carriers agreed not to
oppose the merger nor to seek any conditions in the case before the
ICC. Various parties, including governmental agencies, other
carriers, and shipper interests, have filed comments on the Merger or
requests for conditions with respect to potential competitive
concerns. Applicants will reply on June 9, 1995.

Reference is made to the discussion of IN RE SANTA FE PACIFIC
CORPORATION SHAREHOLDER LITIGATION, C.A. No. 13587 (Delaware Chancery
Court), under Part I, Item 3 (Legal Proceedings) in Registrant's
Report on Form 10-K for the fiscal year ended December 31, 1994. The
trial in this matter has been rescheduled to begin on July 12, 1995.

<PAGE>

SFP and its subsidiaries and affiliates are also a party to a number
of other legal actions and claims, various governmental proceedings
and private civil suits arising in the ordinary course of business,
including those related to environmental matters and personal injury
claims. While the final outcome of these other legal actions cannot
be predicted with certainty, considering among other things the
meritorious legal defenses available, it is the opinion of SFP
management that none of these items, when finally resolved, will have
a material adverse effect on the annual results of operations,
financial position or liquidity of SFP, although an adverse resolution
of a number of these items in a single year could have a material
adverse effect on the results of operations for that year.

Item 4. Submission of Matters to a Vote of Security Holders
------------------------------------------------------------

At a special meeting of stockholders held on February 7, 1995, the
stockholders of the Registrant voted to approve and adopt the
Agreement and Plan of Merger dated as of June 29, 1994, between
Burlington Northern Inc. and Santa Fe Pacific Corporation and any
amendments thereto (the "Agreement"), by the following vote:

Of the 188,239,219 total number of shares of common stock
outstanding at the close of business December 27, 1994, the
record date for determining eligibility of the stockholders to
vote at the special meeting of stockholders, each such share
being entitled to one vote:

139,431,439 shares were voted FOR approval and
adoption of the Agreement, constituting a majority
of the shares of common stock of the Registrant
entitled to vote at the meeting;

14,237,046 shares were voted AGAINST approval
and adoption of the Agreement; and

1,391,061 votes ABSTAINED.

At the April 25, 1995, annual meeting of stockholders, the
Registrant's stockholders voted on one matter, the election of four
directors; 152,533,202 shares of common stock were outstanding and
entitled to vote as of the March 6, 1995, record date.

The Stockholders elected the four nominees as directors for a
three year term by the following vote:

<PAGE>

Nominees Elected Votes For Withheld
---------------- --------- --------

Joseph F. Alibrandi 128,730,768 1,097,711
John J. Burns, Jr. 128,766,746 1,061,733
George Deukmejian 128,481,390 1,347,089
Jean Head Sisco 128,700,051 1,128,428

Directors Whose Terms of Office Continue
----------------------------------------

Robert D. Krebs Roy S. Roberts
Michael A. Morphy John S. Runnells II
Edward F. Swift Robert H. West
Bill M. Lindig

Item 6. Exhibits and Reports on Form 8-K
-----------------------------------------

(a) See Index to Exhibits on page E-1 for a description of the
exhibits filed as part of this report.

(b) Reports on Form 8-K.

Registrant filed a Current Report on Form 8-K (Date of earliest
event reported: January 18, 1995), which included SFP's fourth
quarter 1994 earnings press release.

Registrant filed a Current Report on Form 8-K (Date of earliest
event reported: February 21, 1995), which included a press
release announcing the deferral of the distribution date under
its Shareholder Rights Plan.

Registrant filed a Current Report on Form 8-K (Date of earliest
event reported: March 7, 1995), related to SFP's decision not to
repurchase certain existing debt obligations.

Registrant filed a Current Report of Form 8-K (Date of earliest
event reported: April 19, 1995), which included SFP's first
quarter 1995 earnings press release.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

SANTA FE PACIFIC CORPORATION
(Registrant)

/s/ Thomas N. Hund
----------------------------------------
Thomas N. Hund
Vice President & Controller
(On Behalf of the Registrant and as
Principal Accounting Officer)

Schaumburg, Illinois
May 12, 1995

<PAGE>

EXHIBIT INDEX
-------------

EXHIBIT
NUMBER Description of Exhibit
------- ----------------------

4.1 Second Amendment dated as of March 31, 1995, to the
Santa Fe Pacific Credit Agreement, as amended on
February 17, 1995.

4.2 The First Supplemental Indenture dated as of March 31,
1995, to the Restated Indenture dated as of November 1,
1994, between Santa Fe Pacific Corporation ("SFP") and
The First National Bank of Chicago.

10.1 Trust Agreement dated as of March 31, 1995 between SFP
and Harris Trust and Savings Bank, as Trustee.

10.2 Amended and Restated Stock Pledge Agreement, dated as
of March 31, 1995, between SFP and Harris Trust and
Savings Bank, as Trustee, and Morgan Guaranty Trust
Company of New York, as Administrative Agent.

12 Statement regarding computation of ratio of earnings
to fixed charges (as of March 31, 1995 and 1994).

27 Financial Data Schedule (as of March 31, 1995).

E-1

[EXECUTION COPY]

SECOND AMENDMENT

SECOND AMENDMENT, dated as of March 31, 1995 (this
"AMENDMENT"), to the Credit Agreement, dated as of January 27,
1995 (as amended, supplemented or otherwise modified from time to
time, the "CREDIT AGREEMENT"), among (i) Santa Fe Pacific
Corporation, a Delaware corporation (the "BORROWER"), (ii) the
several lenders from time to time parties thereto (the
"LENDERS"), (iii) J.P. Morgan Securities Inc., as Arranger, (iv)
Chase Securities, Inc., Chemical Securities Inc., Goldman, Sachs
& Co. and Union Bank of Switzerland, as Co-Arrangers, (v) Morgan
Guaranty Trust Company of New York, The Chase Manhattan Bank
(National Association), Chemical Bank, Pearl Street L.P. and
Union Bank of Switzerland, as Arranging Agents, and (vi) Morgan
Guaranty Trust Company of New York, as Documentation Agent and as
Administrative Agent.

W I T N E S S E T H :
- - - - - - - - - -

WHEREAS, the Borrower has requested that certain
provisions of the Credit Agreement be amended in the manner
provided for in this Amendment;

NOW, THEREFORE, the parties hereto hereby agree as
follows:

1. Defined Terms. Terms defined in the Credit
Agreement and used herein shall have the meanings given to them
in the Credit Agreement.

2. Amendments to Credit Agreement. A. Subsection
1.1 of the Credit Agreement is hereby amended by deleting the
definitions of "APPLICABLE MARGIN", "BORROWING DATE",
"COMMITMENT", "FACILITY FEE CALCULATION AMOUNT", "FACILITY FEE
RATE", "INTEREST PERIOD", "NOTICE OF COMMITTED BORROWING",
"REVOLVING CREDIT COMMITMENTS", "REVOLVING CREDIT LOANS" AND
"TRANCHE" in their entirety and adding the following new
definitions in correct alphabetical order:

"`APPLICABLE MARGIN': (a) For any day which is a
Leverage-Based Pricing Day, the rate per annum set forth
below for the relevant Type of Term Loan or Revolving Credit
Loan, as the case may be, opposite the Pricing Ratio Level
determined as of the end of the last fiscal quarter ended
prior to such day, as shown (in the absence of manifest
error) on the Pricing Ratio Certificate delivered for such
last fiscal quarter:
<PAGE>

TERM LOANS AND TRANCHE C REVOLVING CREDIT
LOANS -- APPLICABLE MARGIN

Applicable Margin

Pricing Ratio Level Base Rate Loans Eurodollar Loans

Level I 0% .400%
Level II 0 .625
Level III 0 .825
Level IV 0 1.075
Level V .25 1.250
Level VI .50 1.500

TRANCHE A REVOLVING CREDIT LOANS AND TRANCHE B
REVOLVING CREDIT LOANS -- APPLICABLE MARGIN

Applicable Margin

Pricing Ratio Level Base Rate Loans Eurodollar Loans

Level I 0% .400%
Level II 0 .500
Level III 0 .700
Level IV 0 .950
Level V .125 1.125
Level VI .250 1.250

; provided, however, that (i) if any interest payment is made
during the period between the first day of a fiscal quarter and
the date which is five Domestic Business Days after the date of
delivery of the Pricing Ratio Certificate for the immediately
preceding fiscal quarter, such interest payment shall be
tentatively calculated on the basis of the Applicable Margins in
effect for such immediately preceding fiscal quarter until the
Applicable Margins are adjusted upon delivery of such Pricing
Ratio Certificate and (ii) in the event that no Pricing Ratio
Certificate has been delivered for a fiscal quarter prior to the
last day of the next succeeding fiscal quarter, the Applicable
Margins shall thereafter be tentatively calculated as those
applicable to Pricing Ratio Level VI until delivery of such
Pricing Ratio Certificate; and provided, further, that from the
Tender Offer Funding Date until the earlier of the Second
Amendment Effective Date and April 1, 1995, the Applicable
Margins shall be those applicable to Pricing Ratio Level IV.
Changes in the Applicable Margins in respect of any Loans
resulting from the operation of either of clauses (i) or (ii)
above for any fiscal quarter shall be given effect through
adjustments to the next interest payments to be made in respect
of
<PAGE>

Committed Loans so as to give effect to such Applicable
Margins for all affected Committed Loans retroactively to
the beginning of such fiscal quarter.

(b) For any day which is a Ratings-Based Pricing
Day, the rate per annum set forth below for the relevant
Type of Term Loan or Revolving Credit Loan, as the case may
be, opposite the applicable Rating in effect on such day:

TERM LOANS AND TRANCHE C REVOLVING CREDIT
LOANS -- APPLICABLE MARGIN

Applicable Margin

Rating Base Rate Loans Eurodollar Loans

Rating I 0% .250%
Rating II 0 .400
Rating III 0 .600
Rating IV 0 .750
Rating V .250 1.250

TRANCHE A REVOLVING CREDIT LOANS AND TRANCHE B
REVOLVING CREDIT LOANS -- APPLICABLE MARGIN

Applicable Margin

Rating Base Rate Loans Eurodollar Loans

Rating I 0% .250%
Rating II 0 .350
Rating III 0 .500
Rating IV 0 .625
Rating V .125 1.125

`BORROWING DATE': any Domestic Business Day or
Eurodollar Business Day, as the case may be, specified in a
notice pursuant to subsection 2.2, 3.2, 4.2, 4A.2 or 5.2 as
a date on which the Borrower requests the Lenders to make
Loans hereunder.

`COMMITMENT': as to any Lender, the collective
reference to such Lender's Term Loan Commitment, Tranche A
Revolving Credit Commitment, Tranche B Revolving Credit
Commitment and Tranche C Revolving Credit Commitment; as to
all the Lenders, the `COMMITMENTS.'

<PAGE>
4

`FACILITY FEE CALCULATION AMOUNT': as to any Lender on
any date, the sum of (a) the outstanding principal amount of
such Lender's Term Loans and Revolving Credit Loans on such
date and (b) the undrawn amount of such Lender's (i) Term
Loan Commitment (during the Term Loan Commitment Period),
(ii) Tranche A Revolving Credit Commitment (during the
Tranche A Revolving Credit Commitment Period), (iii) Tranche
B Revolving Credit Commitment (during the Tranche B
Revolving Credit Commitment Period) and (iv) Tranche C
Revolving Credit Commitment (during the Tranche C Revolving
Credit Commitment Period). In calculating the "undrawn"
amount of any Lender's Commitment for purposes of clause (b)
of this definition, any reduction in the actual availability
of such Lender's Commitment caused by outstanding Money
Market Loans shall be disregarded.

`FACILITY FEE RATE': (a) For any day which is a
Leverage-Based Pricing Day, the rate per annum set forth
below opposite the Pricing Ratio Level determined as of the
end of the last fiscal quarter ended prior to such day, as
shown (in the absence of manifest error) on the Pricing
Ratio Certificate delivered for such last fiscal quarter:

Pricing Ratio Level Facility Fee Rate

Level I .20%
Level II .25
Level III .30
Level IV .30
Level V .375
Level VI .50

; provided, however, that (i) if any payment of facility
fees is made during the period between the first day of a
fiscal quarter and the date which is five Domestic Business
Days after the date of delivery of the Pricing Ratio
Certificate for the immediately preceding fiscal quarter,
such facility fee payment shall be tentatively calculated on
the basis of the Facility Fee Rate in effect for such
immediately preceding fiscal quarter until the Facility Fee
Rate is adjusted upon delivery of such Pricing Ratio
Certificate and (ii) in the event that no Pricing Ratio
Certificate has been delivered for a fiscal quarter prior to
the last day of the next succeeding fiscal quarter, the
Facility Fee Rate shall thereafter be tentatively calculated
as that applicable to Pricing Ratio Level VI until delivery
of such Pricing Ratio Certificate; and provided, further,
that from the Tender Offer Funding Date until the earlier of
the Second Amendment Effective Date and April 1, 1995, the
Facility Fee Rate will be that applicable to Pricing Ratio
Level IV. Changes in the Facility Fee Rate, if any,
resulting from the operation of either of clauses (i) or
(ii) above for any fiscal quarter shall be given effect

through adjustments to the next facility fee payment to be
made under this Agreement so as to give effect to such
Facility Fee Rate retroactively to the beginning of such
fiscal quarter.

<PAGE>
5

(b) On any day which is a Ratings-Based Pricing Day,
the rate per annum set forth below opposite the applicable
Rating in effect on such day:

Rating Facility Fee Rate

Rating I .125%
Rating II .150
Rating III .200
Rating IV .250
Rating V .375

`INTEREST PERIOD': (a) with respect to any Eurodollar
Loan:

(1) in respect of any Loan borrowed as or
converted into a Eurodollar Loan, the period commencing
on the borrowing or conversion date, as the case may
be, with respect to such Eurodollar Loan and ending
one, two, three or six months thereafter, as selected
by the Borrower in its Notice of Committed Borrowing or
Notice of Eurodollar Conversion, as the case may be,
given with respect thereto; and

(2) in respect of any Eurodollar Loan continued as
a Eurodollar Loan for a subsequent Interest Period,
each period commencing on the last day of the next
preceding Interest Period applicable to such Eurodollar
Loan and ending one, two, three or six months
thereafter, as selected by the Borrower in its Notice
of Eurodollar Continuation given with respect thereto;

provided, that all of the foregoing provisions relating to
Interest Periods in respect of Eurodollar Loans are subject
to the following:

(A) if any Interest Period pertaining to a
Eurodollar Loan would otherwise end on a day that is
not a Eurodollar Business Day, such Interest Period
shall be extended to the next succeeding Eurodollar
Business Day unless the result of such extension would
be to carry such Interest Period into another calendar
month in which event such Interest Period shall end on
the immediately preceding Eurodollar Business Day;

(B) any Interest Period in respect of any Term
Loan, Tranche A Revolving Credit Loan, Tranche B
Revolving Credit Loan or Tranche C Revolving Credit
Loan, as the case may be, that would otherwise extend
beyond the Term Loan Termination Date, the Tranche A
Revolving Credit Termination Date, the Tranche B
Revolving Credit Maturity Date or the Tranche C
Revolving Credit Termination Date, as the case may be,
shall end on the Term Loan Termination Date, the
Tranche A Revolving Credit

<PAGE>
6

Termination Date, the Tranche B Revolving Credit
Maturity Date or the Tranche C Revolving Credit
Termination Date, respectively;

(C) any Interest Period pertaining to a
Eurodollar Loan that begins on the last Eurodollar
Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the
calendar month at the end of such Interest Period)
shall, subject to clause (B) above, end on the last
Eurodollar Business Day of a calendar month; and

(D) the Borrower shall select Interest Periods so
as not to require a payment or prepayment of any
Eurodollar Loan during an Interest Period for such
Loan;

(b) with respect to each Money Market LIBOR Loan, the
period commencing on the date of such Loan specified in the
applicable Notice of Money Market Borrowing and ending such
whole number of months thereafter as the Borrower may elect
in accordance with Section 5; provided, that all of the
foregoing provisions relating to Interest Periods in respect
of Money Market LIBOR Loans are subject to the following:

(i) any Interest Period pertaining to a Money
Market LIBOR Loan that would otherwise end on a day
that is not a Eurodollar Business Day shall be extended
to the next succeeding Eurodollar Business Day unless
such Eurodollar Business Day falls in another calendar
month, in which case such Interest Period shall end on
the next preceding Eurodollar Business Day;

(ii) any Interest Period pertaining to a Money
Market LIBOR Loan that begins on the last Eurodollar
Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the
calendar month at the end of such Interest Period)

shall, subject to clause (iii) below, end on the last
Eurodollar Business Day of a calendar month; and

(iii) any Interest Period in respect of any such
Tranche A Money Market Loan that would otherwise end
after the Tranche A Revolving Credit Termination Date
shall end on the Tranche A Revolving Credit Termination
Date; any Interest Period in respect of any such
Tranche B Money Market Loan that would otherwise end
after the Tranche B Revolving Credit Maturity Date
shall end on the Tranche B Revolving Credit Maturity
Date; and any Interest Period in respect of any such
Tranche C Money Market Loan that would otherwise end
after the Tranche C Revolving Credit Termination Date
shall end on the Tranche C Revolving Credit Termination
Date; and

(c) with respect to each Money Market Absolute Rate
Loan, the period commencing on the date of such Loan
specified in the applicable Notice of Money

<PAGE>
7

Market Borrowing and ending such number of days thereafter
(but not less than 7 nor more than 365 days) as the Borrower
may elect in accordance with Section 5; provided, that all
of the foregoing provisions relating to Interest Periods in
respect of Money Market Absolute Rate Loans are subject to
the following:

(i) any Interest Period pertaining to a Money
Market Absolute Rate Loan that would otherwise end on a
day that is not a Eurodollar Business Day shall be
extended to the next succeeding Eurodollar Business
Day; and

(ii) any Interest Period in respect of any such
Tranche A Money Market Loan that would otherwise end
after the Tranche A Revolving Credit Termination Date
shall end on the Tranche A Revolving Credit Termination
Date; any Interest Period in respect of any such
Tranche B Money Market Loan that would otherwise end
after the Tranche B Revolving Credit Maturity Date
shall end on the Tranche B Revolving Credit Maturity
Date; and any Interest Period in respect of any such
Tranche C Money Market Loan that would otherwise end
after the Tranche C Revolving Credit Termination Date
shall end on the Tranche C Revolving Credit Termination
Date.

`LEVERAGE-BASED PRICING DAY': each of (a) each day
prior to the earlier of the Second Amendment Effective Date

and April 1, 1995, (b) if neither the Merger Approval nor
the Merger Disapproval has occurred before December 31,
1995, each day from and after December 31, 1995 until the
date on which the Merger Approval occurs, and (c) if the
Merger Disapproval occurs, each day from and after the date
on which the Merger Disapproval occurs.

`MERGER APPROVAL': the service by the Interstate
Commerce Commission, or successor agency, of a final
decision approving the Merger.

`MERGER DISAPPROVAL': the service by the Interstate
Commerce Commission, or successor agency, of a final
decision disapproving the Merger.

`MOODY'S BOND RATING': for any day, the rating of the
Borrower's senior unsecured, non-credit-enhanced debt by
Moody's in effect at 9:00 A.M., New York City time, on such
day. If Moody's shall have changed its system of
classifications after the date hereof, the Moody's Bond
Rating shall be considered to be at or above a specified
level if it is at or above the new rating which most closely
corresponds to the specified level under the old rating
system. For purposes of this definition, if on any day
prior to the Rating Affirmance Date any rating by Moody's is
on credit watch, review or similar status with negative
implications, such rating will be treated as the next lower
rating.

`NOTICE OF COMMITTED BORROWING': an irrevocable notice
from the Borrower, delivered pursuant to subsection 2.2,
3.2, 4.2 or 4A.2, as the case may be, requesting

<PAGE>
8

the Lenders to make Committed Loans; each such notice shall
be delivered in writing or by telecopy and shall specify (i)
whether Term Loans, Tranche A Revolving Credit Loans,
Tranche B Revolving Credit Loans or Tranche C Revolving
Credit Loans are requested thereby, (ii) the amount of such
Loans, (iii) whether such Loans are to be initially
Eurodollar Loans, Base Rate Loans or a combination thereof,
and (iv) if such Loans are to be entirely or partly
Eurodollar Loans, the respective amounts of each such Type
of Loan and the length of the initial Interest Period for
such Eurodollar Loans.

`RATING': as applicable, Rating I, Rating II, Rating
III, Rating IV or Rating V.

`RATING AFFIRMANCE DATE': the date on or after the
date of the Merger Approval on which Moody's and S&P shall

have affirmed that the Borrower is retaining Investment
Grade Status after giving effect to the Merger.

`RATING I': applies on any day on which the S&P Bond
Rating is at or above BBB+ and the Moody's Bond Rating is at
or above Baa1.

`RATING II': applies on any day on which (a) Rating I
does not apply and (b) the S&P Bond Rating is at or above
BBB and the Moody's Bond Rating is at or above Baa2.

`RATING III': applies on any day on which (a) neither
Rating I nor Rating II applies and (b) the S&P Bond Rating
is at or above BBB- and the Moody's Bond Rating is at or
above Baa3.

`RATING IV': applies on any day on which (a) none of
Rating I, Rating II or Rating III applies and (b) the S&P
Bond Rating is at or above BB+ and the Moody's Bond Rating
is at or above Ba1.

`RATING V': applies on any day on which none of Rating
I, Rating II, Rating III or Rating IV applies (including,
without limitation, any day on which the Borrower's senior,
unsecured, non credit-enhanced debt is unrated by either
Moody's or S&P).

`RATINGS-BASED PRICING DAY': any day other than a
Leverage-Based Pricing Day.

`REVOLVING CREDIT COMMITMENTS': the collective
reference to the Tranche A Revolving Credit Commitments, the
Tranche B Revolving Credit Commitments and the Tranche C
Revolving Credit Commitments.

<PAGE>
9

`REVOLVING CREDIT LOANS': the collective reference to
the Tranche A Revolving Credit Loans, the Tranche B
Revolving Credit Loans and the Tranche C Revolving Credit
Loans.

`S&P BOND RATING': for any day, the rating of the
Borrower's senior, unsecured, non credit-enhanced debt by
S&P in effect at 9:00 A.M., New York City time, on such day.
If S&P shall have changed its system of classifications
after the date hereof, the S&P Bond Rating shall be
considered to be at or above a specified level if it is at
or above the new rating which most closely corresponds to
the specified level under the old rating system. For
purposes of this definition, if on any day prior to the
Rating Affirmance Date any rating by S&P is on credit watch,

review or similar status with negative implications, such
rating will be treated as the next lower rating.

`SECOND AMENDMENT EFFECTIVE DATE': the date on which
the Second Amendment, dated as of March 31, 1995, to this
Agreement becomes effective.

`TRANCHE': the collective reference to Term Loans,
Tranche A Revolving Credit Loans, Tranche B Revolving Credit
Loans or Tranche C Revolving Credit Loans, as the case may
be, the then current Interest Periods with respect to all of
which begin on the same date and end on the same later date
(whether or not such Loans shall originally have been made
on the same day).

`TRANCHE C MONEY MARKET LOANS': as defined in
subsection 5.2.

`TRANCHE C REVOLVING CREDIT COMMITMENT': as to any
Lender, the obligation of such Lender to make Tranche C
Revolving Credit Loans to the Borrower hereunder in an
aggregate principal amount at any one time outstanding not
to exceed the amount set forth opposite such Lender's name
under the column `Tranche C Revolving Credit Commitment' on
Schedule I, as such amount may be changed from time to time
in accordance with the provisions of this Agreement.

`TRANCHE C REVOLVING CREDIT COMMITMENT PERIOD': the
period from and including the Second Amendment Effective
Date to and including December 31, 1999.

`TRANCHE C REVOLVING CREDIT LOANS': as defined in
subsection 4A.1.

`TRANCHE C REVOLVING CREDIT TERMINATION DATE': the
last day of the Tranche C Revolving Credit Commitment Period
(or such earlier date on which the Tranche C Revolving
Credit Commitments shall terminate pursuant to the terms of
this Agreement)."

(b) Subsection 2.3 of the Credit Agreement is hereby
amended by deleting such provision in its entirety and
substituting in lieu thereof the following:

<PAGE>
10

"2.3 Repayment of Term Loans. The Borrower
hereby unconditionally promises to pay to the Administrative
Agent, for the account of each Lender, the aggregate
principal amount of the Term Loans of such Lender, in three
consecutive semi-annual installments, payable on the last
day of each June and December, commencing on June 30, 2000.

Each such installment in respect of the Term Loans of each
Lender shall be in an amount equal to the percentage set
forth below opposite the relevant installment payment date
of the aggregate principal amount of the Term Loans of such
Lender outstanding on the last day of the Term Loan
Commitment Period:

Installment Payment Date % of Principal Amount Due

June 30, 2000 16.67%
December 31, 2000 16.67%
June 30, 2001 66.66%"

(c) Subsection 4.1(b) of the Credit Agreement is
hereby amended by deleting the reference to "subsections 3.2 and
6.5" contained therein and substituting in lieu thereof a
reference to "subsections 4.2 and 6.5".

(d) The Credit Agreement is hereby amended by adding a
new Section 4A between Sections 4 and 5 of the Credit Agreement,
such new Section 4A to read in its entirety as follows:

"SECTION 4A. THE TRANCHE C REVOLVING CREDIT LOANS

4A.1 Tranche C Revolving Credit Commitments. (a)
Subject to the terms and conditions hereof, each Lender
severally agrees to make revolving credit loans ("TRANCHE C
REVOLVING CREDIT LOANS") to the Borrower from time to time
during the Tranche C Revolving Credit Commitment Period in
an aggregate principal amount at any one time outstanding
not to exceed the amount of such Lender's Tranche C
Revolving Credit Commitment; provided, that no Tranche C
Revolving Credit Loan may be made if, after giving effect to
such Loan and to any simultaneous repayment of outstanding
Loans, the aggregate outstanding principal amount of Tranche
C Revolving Credit Loans and Tranche C Money Market Loans
would exceed the aggregate amount of the Tranche C Revolving
Credit Commitments. During the Tranche C Revolving Credit
Commitment Period the Borrower may use the Tranche C
Revolving Credit Commitments by borrowing Tranche C
Revolving Credit Loans, prepaying Tranche C Revolving Credit
Loans in whole or in part, and reborrowing Tranche C
Revolving Credit Loans, all in accordance with the terms and
conditions hereof; provided, that at all times from and
after the Second Amendment Effective Date to the date of the
Merger Approval (or, if earlier, the date of repayment of
the Loans in full and termination of the Commitments), the
Borrower must maintain not less than $200,000,000 in
aggregate principal amount of Tranche C Revolving Credit

<PAGE)
11

Loans outstanding (or, if the Tranche C Revolving Credit
Commitments have been reduced to an amount less than
$200,000,000 pursuant to subsection 6.3(b) or 6.4(h), such
lesser amount).

(b) The Tranche C Revolving Credit Loans may from time
to time be (i) Eurodollar Loans, (ii) Base Rate Loans or
(iii) a combination thereof, as determined by the Borrower
and notified to the Administrative Agent in accordance with
subsections 4A.2 and 6.5; provided, that no Tranche C
Revolving Credit Loan shall be made as a Eurodollar Loan
after the day that is one month prior to the Tranche C
Revolving Credit Termination Date.

(c) On the Second Amendment Effective Date,
$400,000,000 in aggregate principal amount of outstanding
Term Loans will be converted into Tranche C Revolving Credit
Loans having the same Interest Periods that were applicable
to such Loans as Term Loans immediately prior to such
conversion, and from and after such conversion, such Loans
shall constitute Tranche C Revolving Credit Loans which the
Borrower may prepay and reborrow as such in accordance with
this Section 4A.

4A.2 Procedure for Tranche C Revolving Credit
Borrowing. The Borrower shall request Tranche C Revolving
Credit Loans by delivering a Notice of Committed Borrowing
to the Administrative Agent prior to 10:00 A.M., New York
City time, (a) three Eurodollar Business Days prior to the
requested Borrowing Date, if all or any part of the
requested Tranche C Revolving Credit Loans are to be
initially Eurodollar Loans or (b) on such Borrowing Date,
otherwise, requesting the Lenders to make Tranche C
Revolving Credit Loans on such Borrowing Date. Upon receipt
of such Notice of Committed Borrowing the Administrative
Agent shall promptly notify each Lender thereof, and not
later than 11:00 A.M., New York City time, on such Borrowing
Date each Lender shall make available to the Administrative
Agent at its office specified in subsection 13.2 the amount
of the Tranche C Revolving Credit Loan to be made by such
Lender on such Borrowing Date, in immediately available
funds. The Administrative Agent shall on such Borrowing
Date make available to the Borrower the aggregate of the
amounts made available to the Administrative Agent by the
Lenders, in like funds as received by the Administrative
Agent.

4A.3 Repayment of Tranche C Revolving Credit Loans.
The Borrower hereby unconditionally promises to pay to the
Administrative Agent, for the account of each Lender, on the
Tranche C Revolving Credit Termination Date, the aggregate
principal amount of the Tranche C Revolving Credit Loans of
such Lender outstanding on such date."

(e) Subsection 5.2(v) of the Credit Agreement is
hereby amended by deleting such provision in its entirety and
substituting in lieu thereof the following:

<PAGE>
12

"(v) whether the requested Money Market Loans are to be
applied against unused Tranche A Revolving Credit
Commitments ("TRANCHE A MONEY MARKET LOANS"), unused Tranche
B Revolving Credit Commitments ("TRANCHE B MONEY MARKET
LOANS") or unused Tranche C Revolving Credit Commitments
("TRANCHE C MONEY MARKET LOANS")."

(f) Section 5 of the Credit Agreement is hereby
amended by adding a new subsection 5.10 to read as follows:

"5.10 Limitations in Respect of Tranche C Money Market
Loans. (a) Until the Merger Approval, the Borrower shall
not request, and the Lenders shall not make, Tranche C Money
Market Loans in excess of an aggregate principal amount of
$200,000,000 at any time outstanding.

(b) The Borrower shall not request, and the Lenders
shall not make, Tranche C Money Market Loans in amounts or
with maturity dates such that, after giving effect to any
reduction of Tranche C Revolving Credit Commitments pursuant
to subsection 6.3(b), the aggregate outstanding principal
amount of Tranche C Money Market Loans would exceed the
Tranche C Revolving Credit Commitments."

(g) Subsection 6.2 of the Credit Agreement is hereby
amended by deleting such provision in its entirety and
substituting in lieu thereof the following:

"6.2 Minimum Borrowing Amounts. Each borrowing under
the Term Loan Commitments shall be in an amount equal to
$25,000,000 or a whole multiple of $1,000,000 in excess
thereof. Each borrowing under the Tranche A Revolving
Credit Commitments, the Tranche B Revolving Credit
Commitments or the Tranche C Revolving Credit Commitments
shall be in an amount equal to $10,000,000 or a whole
multiple of $1,000,000 in excess thereof."

(h) Subsection 6.3 of the Credit Agreement is hereby
amended by deleting such provision in its entirety and
substituting in lieu thereof the following:

"6.3 Termination or Reduction of Commitments. (a)
The Borrower shall have the right, upon not less than two
domestic Business Days' notice to the Administrative Agent,
to terminate any of the Commitments or, from time to time,
to reduce the amount of any of the Commitments; provided,

that no reduction of the Revolving Credit Commitments shall
be permitted if, after giving effect thereto and to any
simultaneous repayment of Revolving Credit Loans and/or
Money Market Loans, (i) the aggregate outstanding principal
amount of the Tranche A Revolving Credit Loans and Tranche A
Money Market Loans would exceed the Tranche A Revolving
Credit Commitments, (ii) the aggregate outstanding principal
amount of the Tranche B Revolving Credit Loans and Tranche B
Money Market Loans would exceed the Tranche B Revolving
Credit Commitments or (iii) the aggregate outstanding
principal

<PAGE>
13

amount of the Tranche C Revolving Credit Loans and
Tranche C Money Market Loans would exceed the Tranche C
Revolving Credit Commitments. Any reduction of any of the
Commitments shall be in an amount equal to $10,000,000 or a
whole multiple of $1,000,000 in excess thereof and shall
reduce permanently such Commitments then in effect.

(b) The Tranche C Revolving Credit Commitments shall
automatically reduce by an amount equal to (i) $50,000,000
on each of December 31, 1996, June 30, 1997, December 31,
1997, June 30, 1998, and December 31, 1998 and (ii)
$75,000,000 on each of June 30, 1999 and December 31, 1999.
Each such reduction shall be accompanied by a simultaneous
prepayment of Tranche C Revolving Credit Loans, to the
extent, if any, that after giving effect to such reduction
the aggregate outstanding principal amount of Tranche C
Revolving Credit Loans and Tranche C Money Market Loans
would exceed the Tranche C Revolving Credit Commitments."

(i) Subsection 6.4(h) of the Credit Agreement is
hereby amended by adding the following phrase before the period
at the end thereof:

"until the Tranche B Revolving Credit Loans have been
prepaid in full and the Tranche B Revolving Credit
Commitments have been terminated, and thereafter any such
prepayment shall be applied to the prepayment of Tranche C
Revolving Credit Loans and the simultaneous reduction of the
Tranche C Revolving Credit Commitments in the amount of such
prepayment"

(j) Subsection 8.3(d) of the Credit Agreement is
hereby amended by deleting the reference to "subsection 2.2, 3.2,
4.2 or 5.6" contained therein and substituting in lieu thereof a
reference to "subsection 2.2, 3.2, 4.2, 4A.2 or 5.6".

(k) Subsection 9.7 of the Credit Agreement is hereby
amended by redesignating paragraph (d) thereof as paragraph "(f)"

and by adding between paragraph (c) and paragraph (f) thereof the
following new paragraphs (d) and (e):

"(d) The Tranche C Revolving Credit Loans will
initially constitute a conversion to Tranche C Revolving
Credit Loans of Term Loans, the proceeds of which were used
in accordance with paragraph (a) of this subsection 9.7. In
the event of any repayment and reborrowing of Tranche C
Revolving Credit Loans, the proceeds of such Tranche C
Revolving Credit Loans will be used for working capital and
other general corporate purposes.

(e) The Borrower will use the proceeds of Tranche A
Money Market Loans, Tranche B Money Market Loans and Tranche
C Money Market Loans to prepay Tranche A Revolving Credit
Loans, Tranche B Revolving Credit Loans or Tranche C
Revolving Credit Loans, respectively, or for purposes for
which proceeds of such

<PAGE>
14

respective Revolving Credit Loans are permitted to be used
by the foregoing provisions of this subsection 9.7."

(l) Subsection 9.8 of the Credit Agreement is hereby
amended by deleting such provision in its entirety and
substituting in lieu thereof the following:

"9.8 Interest Rate Protection. The Borrower will
obtain, (a) prior to April 15, 1995, Interest Rate
Protection with respect to at least $400,000,000 of the Term
Loans, Tranche B Revolving Credit Loans or Tranche C
Revolving Credit Loans and (b) prior to the earlier of (i)
30 days following the date on which the Merger Disapproval
occurs and (ii) December 31, 1995, if the Merger Approval
has not occurred by such date, Interest Rate Protection with
respect to an additional $270,000,000 of the Term Loans,
Tranche B Revolving Credit Loans or Tranche C Revolving
Credit Loans, and the Borrower will maintain all of such
Interest Rate Protection (or Interest Rate Protection that
replaces such Interest Rate Protection) in effect during the
original term of such Interest Rate Protection or until, if
earlier, the Term Loans, Tranche B Revolving Credit Loans or
the Tranche C Revolving Credit Loans, as the case may be,
are repaid in full. For purposes of this subsection 9.8,
the Borrower will be deemed to have obtained "Interest Rate
Protection" in respect of Term Loans, Tranche B Revolving
Credit Loans or Tranche C Revolving Credit Loans (A) in the
amount of $200,000,000, by maintaining outstanding the Notes
described in clause (ii) of the definition of "Existing
Borrower Securities" contained in subsection 1.1, (B) in an
amount equal to the aggregate face amount of fixed rate

indebtedness issued by the Borrower after March 15, 1995
having an amortization schedule, and bearing interest at a
rate, reasonably satisfactory to the Arranging Agents, and
(C) in an amount equal to the aggregate notional amount
covered by Interest Rate Agreements entered into by the
Borrower on or after the date of this Agreement, with
counterparties that are financial institutions having public
debt ratings or long-term deposit ratings at the time each
such Interest Rate Agreement is entered into of at least A-
from S&P or at least A3 from Moody's, on terms and
conditions, and for periods, reasonably satisfactory to the
Arranging Agents."

(m) Subsection 10.3(a) of the Credit Agreement is
hereby amended by deleting such provision in its entirety and
substituting in lieu thereof the following:

"(a) Liens existing on the date hereof securing Debt
outstanding on the date hereof, and Liens created by the
Stock Pledge Agreement securing equally and ratably (i) the
Loans and other obligations of the Borrower under this
Agreement, (ii) the Notes described in clause (ii) of the
definition of "Existing Borrower Securities" contained in
subsection 1.1, and (iii) up to $300,000,000 in aggregate
principal amount of fixed rate Debt issued by the Borrower
after March 15, 1995, provided that, concurrently with such
issuance, the Term Loans are prepaid in an amount at least
equal to the aggregate principal amount of such Debt;"

<PAGE>
15

(n) Subsection 10.4(c) of the Credit Agreement is
hereby amended by deleting the reference to "subsection 6.4(e)"
contained therein and substituting in lieu thereof a reference to
"subsection 6.4(e) and (h)".

(o) Subsection 10.5(a)(ii) of the Credit Agreement is
hereby amended by deleting the words "simultaneously with" and
substituting in lieu thereof the words "within thirty days
after".

(p) Schedule I to the Credit Agreement is hereby
amended by deleting such Schedule in its entirety and
substituting in lieu thereof Schedule I attached hereto.

(q) Exhibit A to the Credit Agreement is hereby
amended by deleting such Exhibit in its entirety and substituting
in lieu thereof Exhibit A in the form of Annex A attached hereto.

(r) Exhibit B to the Credit Agreement is hereby
amended by deleting such Exhibit in its entirety and substituting
in lieu thereof Exhibit B in the form of Annex B attached hereto.

(s) Exhibit H to the Credit Agreement is hereby
amended by deleting such Exhibit in its entirety and substituting
in lieu thereof Exhibit H in the form of Annex C attached hereto.

3. Conditions to Effectiveness. This Amendment shall
become effective on the date on which:
(a) the Borrower and all the Lenders shall have
executed and delivered this Amendment to the Administrative
Agent;

(b) Santa Fe Railroad shall have executed and
delivered to the Administrative Agent the Consent, substantially
in the form of Annex D attached hereto; and

(c) the Administrative Agent shall have received, with
the counterpart for each Lender, the executed legal opinion of
Mayer, Brown & Platt, special counsel to the Borrower,
substantially in the form of Annex E attached hereto.

4. General.

(a) Representation and Warranties. The Borrower
hereby represents and warrants to the Agents and the Lenders as
of the Second Amendment Effective Date that the representations
and warranties made by the Borrower in the Credit Agreement are
true and correct in all material respects on and as of the Second
Amendment Effective Date, before and after giving effect to the
effectiveness of this Amendment, as if made on and as of the
Second Amendment Effective Date.

<PAGE>
16

(b) No Other Amendments. Except as expressly amended,
modified and supplemented hereby, the provisions of the Credit
Agreement are and shall remain in full force and effect.

(c) Governing Law; Counterparts. (i) This Amendment
and the rights and obligations of the parties hereto shall be
governed by, and construed and interpreted in accordance with,
the laws of the State of New York.

(ii) This Amendment may be executed by one or more of
the parties to this Amendment on any number of separate
counterparts, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument. A set of
the copies of this Amendment signed by all the parties shall be
lodged with the Borrower and the Administrative Agent. This
Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective
proper and duly authorized officers as of the day and year first
above written.

SANTA FE PACIFIC CORPORATION

By: /s/ Patrick J. Ottensmeyer
-------------------------------
Patrick J. Ottensmeyer
Title: Vice President-Finance

MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as Administrative Agent
and as a
Lender

By: /s/ Charles H. King
--------------------------
Charles H. King
Title: Vice President

THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)

By: /s/ Francis M. Cox
--------------------------
Francis M. Cox
Title: Vice President

CHEMICAL BANK

By: /s/ Christopher Wardell
--------------------------
Christopher Wardell
Title: Managing Director

PEARL STREET L.P.

By: /s/ Robert J. O'Shea
--------------------------
Robert J. O'Shea

Title: Authorized Signer

<PAGE>
18

UNION BANK OF SWITZERLAND

By: /s/ Michelle A. Moreno
--------------------------
Michelle A. Moreno
Title: Vice President

By: /s/ J. Timothy Shortly
--------------------------
J. Timothy Shortly
Title: Managing Director
and Branch Mgr

BANK OF AMERICA ILLINOIS

By: /s/ Eric A. Schubert
--------------------------
Eric A. Schubert
Title: Managing Director

BANK OF MONTREAL

By: /s/ Randall B. Becker
--------------------------
Randall B. Becker
Title: Managing Director

CREDIT LYONNAIS, CHICAGO BRANCH

By: /s/ Sandra Horwitz
--------------------------
Sandra Horwitz
Title: Vice President

CREDIT LYONNAIS, CAYMAN ISLANDS
BRANCH

By: /s/ Sandra Horwitz
--------------------------
Sandra Horwitz
Title: Authorized Signature

<PAGE>
19

THE DAI-ICHI KANGYO BANK, LTD.,
CHICAGO BRANCH

By: /s/ Masami Tsuboi
--------------------------
Masami Tsuboi
Title: Vice President

THE FIRST NATIONAL BANK OF CHICAGO

By: /s/ Gerald Mackin
--------------------------
Gerald Mackin
Title:

NATIONAL WESTMINSTER BANK PLC

By: /s/ Ernest V. Hodge
--------------------------
Ernest V. Hodge
Title: Vice President

NATIONAL WESTMINSTER BANK PLC,
NASSAU BRANCH

By: /s/ Ernest V. Hodge
--------------------------
Ernest V. Hodge
Title: Vice President

THE NORTHERN TRUST COMPANY

By: /s/ Jeffrey C. Douglas
--------------------------
Jeffrey C. Douglas
Title: Vice President

SOCIETE GENERALE, SOUTHWEST AGENCY

By: /s/ Matthew C. Flanigan
--------------------------
Matthew C. Flanigan
Title: First Vice President

<PAGE>
20

TORONTO DOMINION (TEXAS), INC.

By: /s/ Diane Bailey
--------------------------
Diane Bailey
Title: Vice President

THE FIRST NATIONAL BANK OF BOSTON

By: /s/ Dexter Freeman
--------------------------
Dexter Freeman
Title: Vice President

THE BANK OF NEW YORK

By: /s/ John C. Lambert
--------------------------
John C. Lambert
Title: Assistant Vice President

THE BANK OF TOKYO, LTD., DALLAS
AGENCY

By: /s/ John E. Beckwith
--------------------------
John E. Beckwith
Title: Vice President

CIBC INC.

By: /s/ John Kunkle
--------------------------
John Kunkle
Title:

FIRST BANK NATIONAL ASSOCIATION

By: /s/ Michael S. Harter
--------------------------
Michael S. Harter
Title: Commercial Banking
Officer

<PAGE>
21

THE MITSUBISHI BANK, LIMITED

By: /s/ J. Bruce Meredith
--------------------------
J. Bruce Meredith
Title: Senior Vice President
and Manager

SWISS BANK CORPORATION, CHICAGO
BRANCH

By: /s/ William A. McDonnell
-------------------------
William A. McDonnell
Title: Associate Director
Merchant Banking

By: /s/ Nancy A. Russell
--------------------------
Nancy A. Russell
Title: Associate Director
Merchant Banking

THE BANK OF NOVA SCOTIA

By: /s/ F.C.H. Ashby
-------------------------
F.C.H. Ashby
Title: Senior Manager

Loan Operations

BANQUE PARIBAS

By: /s/ Rowena P. Festin
--------------------------
Rowena P. Festin
Title: Vice-President

<PAGE>
22

By: /s/ Clark C. King, III
--------------------------
Clark C. King, III
Title: Vice President

COMMERZBANK AKTIENGESELLSCHAFT,
GRAND CAYMAN BRANCH

By: /s/ William Brent Peterson
--------------------------
William Brent Peterson
Title: Assistant Vice President

By: /s/ Dr. Helmut R. Tollner
--------------------------
Dr. Helmut R. Tollner
Title: Executive Vice President

FIRST INTERSTATE BANK OF TEXAS N.A.

By: /s/ Todd Robichaux
---------------------------
Todd Robichaux
Title: Vice President

FIRST UNION NATIONAL BANK OF
NORTH CAROLINA

By: /s/ Douglas J. Sleeper
------------------------
Douglas J. Sleeper
Title: Vice President-

Director

THE FUJI BANK, LIMITED

By: /s/ Peter L. Chinnici
--------------------------
Peter L. Chinnici
Title: Joint General Manager

THE INDUSTRIAL BANK OF JAPAN,
LIMITED, CHICAGO BRANCH

By: /s/ Hiroaki Nakamura
--------------------------
Hiroaki Nakamura
Title: Joint General Manager

<PAGE>
23

THE LONG-TERM CREDIT BANK OF JAPAN,
LTD, CHICAGO BRANCH

By: /s/ Mark A. Thompson
--------------------------
Mark A. Thompson
Title: Vice President and
Deputy General Manager

THE MITSUBISHI TRUST AND BANKING
CORPORATION

By: /s/ Masaaki Yamagishi
--------------------------
Masaaki Yamagishi
Title: Chief Manager

MITSUI TRUST BANK (U.S.A.)

By: /s/ William W. Hunter
--------------------------
William W. Hunter
Title: Vice President

ROYAL BANK OF CANADA

By: /s/ Peter D. Steffen
-------------------------
Peter D. Steffen
Title: Senior Manager

THE SAKURA BANK, LIMITED

By: /s/ Hajime Miyagi
--------------------------
Hajime Miyagi
Title: Deputy General Manager

THE SANWA BANK LIMITED, DALLAS
AGENCY

By: /s/ Blake Wright
--------------------------
Blake Wright
Title:

<PAGE>
24

WESTDEUTSCHE LANDESBANK
GIROZENTRALE

By: /s/ Michael F. McWalters
---------------------------
Michael F. McWalters
Title: Managing Director

By: /s/ Michele Ransley
--------------------------
Michele Ransley
Title:

BANK OF HAWAII

By: /s/ Donna Parker
--------------------------
Donna Parker
Title: Asst. Vice President

BANCA COMMERCIALE ITALIANA,
CHICAGO BRANCH

By: /s/ Julian M. Teodori
--------------------------
Julian M. Teodori
Title: Senior Vice President/
Branch Manager

By: /s/ Diane Zeller-Scherer
--------------------------
Diane Zeller-Scherer
Title: Assistant Vice President

CAISSE NATIONALE DE CREDIT AGRICOLE

By: /s/ David Bouhl, FVP
-------------------------
David Bouhl
Title: Head of Corporate
Banking

NBD BANK

By: /s/ Larry E. Schuster
--------------------------
Larry E. Schuster
Title: Vice President

<PAGE>
25

PNC BANK, NATIONAL ASSOCIATION

By: /s/ James N. DeVries
--------------------------
James N. DeVries
Title:

THE SUMITOMO BANK, LIMITED,
CHICAGO BRANCH

By: /s/ Katsuyasu Iwasawa
--------------------------
Katsuyasu Iwasawa
Title: Joint General Manager

THE TOKAI BANK, LIMITED,
CHICAGO BRANCH

By: /s/ Hiroshi Tanaka
--------------------------
Hiroshi Tanaka
Title: General Manager

YASUDA TRUST & BANKING CO., LTD.,
CHICAGO BRANCH

By: /s/ Koichiro Inoue
--------------------------
Koichiro Inoue
Title: Joint General Manager

CREDIT SUISSE

By: /s/ Harry R. Olsen
--------------------------
Harry R. Olsen
Title: MSM

By: /s/ Kristinn R. Kristinsson
--------------------------
Kristinn R. Kristinsson
Title: Associate

NATIONSBANK N.A. (CAROLINAS)

By: /s/ Carter E. Smith
--------------------------
Carter E. Smith
Title: Asst. V.P.

<PAGE>
26

ABN AMRO BANK N.V.

By: /s/ John Wm. Stanger
-------------------------
John Wm. Stanger
Title: Group Vice President

By: /s/ Robert J. Graff
--------------------------
Robert J. Graff
Title: Vice President

<PAGE>

<TABLE>

SCHEDULE I

BANK NAMES, ADDRESSES AND COMMITMENTS

Tranche A Tranche B Tranche C
Revolving Revolving Revolving
Credit Credit Credit Term Loan
Name/Address Commitment Commitment Commitment Commitment
------------ ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>

Morgan Guaranty Trust Company
of New York
60 Wall Street
New York, NY 10260
Attention: Charles H. King
Fax: (212) 648-5336 $9,550,000.00 $4,240,324.00 $15,400,000.00 $23,100,000.00

The Chase Manhattan Bank
(National Association)
One Chase Manhattan Plaza
New York, NY 10005
Attention: Francis M. Cox III
Fax: (212) 552-1457 $8,015,000.00 $3,525,323.00 $12,820,000.00 $19,230,000.00

Chemical Bank
10 South LaSalle Street
Suite 2300
Chicago, IL 60603
Attention: Jennifer H. McGowan
Fax: (312) 346-9310 $8,015,000.00 $3,525,323.00 $12,820,000.00 $19,230,000.00

Pearl Street L.P.
85 Broad Street
New York, NY 10004
Attention: Nancy Unrath
Fax: (212) 902-3757 $4,007,500.00 $1,762,661.00 $6,410,000.00 $9,615,000.00

Union Bank of Switzerland
30 South Wacker Drive
Chicago Branch
Chicago, IL 60606
Attention: Michelle Moreno
Fax: (312) 993-5530 $8,015,000.00 $3,525,323.00 $12,820,000.00 $19,230,000.00

Bank of America Illinois
231 South LaSalle Street
Chicago, IL 60697
Attention: Eric Schubert
Fax: 312-828-3555 $7,213,500.00 $3,172,790.00 $11,538,000.00 $17,307,000.00

Bank of Montreal
115 South LaSalle Street
12th Floor
Chicago, IL 60603
Attention: Jonathan Hook
Fax: 312-750-6057 $7,213,500.00 $3,172,790.00 $11,538,000.00 $17,307,000.00

<PAGE>

Credit Lyonnais
227 West Monroe Street
Suite 3800
Chicago, IL 60606
Attention: David Payne
Fax: 312-641-0527 $7,213,500.00 $3,172,790.00 $11,538,000.00 $17,307,000.00

The Dai-Ichi Kangyo Bank, Ltd.
Chicago Branch
10 South Wacker Drive
28th Floor
Chicago, IL 60606
Attention: Brian Cushing
Fax: 312-876-2011 $7,213,500.00 $3,172,790.00 $11,538,000.00 $17,307,000.00

The First National Bank
of Chicago
One First National Plaza
Suite 0362
Chicago, IL 60670-0362
Attention: Karen J. Andrews,
William E. Burke
Fax: 312-732-3055 $5,610,500.00 $2,467,726.00 $8,974,000.00 $13,461,000.00

National Westminster Bank Plc
33 North Dearborn Street
11th Floor
Chicago, IL 60602
Attention: Marilyn Windsor
Fax: 312-621-1564 $7,213,500.00 $3,172,790.00 $11,538,000.00 $17,307,000.00

The Northern Trust Company
50 South LaSalle Street
11th Floor
Chicago, IL 60675
Attention: J. Mark Berry
Fax: 312-630-1566 $7,213,500.00 $3,172,790.00 $11,538,000.00 $17,307,000.00

Societe Generale, Southwest
Agency
Tramsnell Crow Center
2001 Ross Avenue
48th Floor
Dallas, TX 75201
Attention: Louis P. Laville III
Fax: 214-979-1104 $7,213,500.00 $3,172,790.00 $11,538,000.00 $17,307,000.00

<PAGE>

Toronto Dominion (Texas), Inc.
909 Fanin
Suite 1700
Houston, TX 77010
Attention: Jorge Garcia
Fax: 713-951-9921 $7,213,500.00 $3,172,790.00 $11,538,000.00 $17,307,000.00

The First National Bank
of Boston
100 Federal Street
Boston, MA 02110
Attention: Dexter Freeman
Fax: 617-434-1955 $5,610,500.00 $2,467,726.00 $8,974,000.00 $13,461,000.00

The Bank of New York
One Wall Street - 19th Floor
Central Division
New York, NY 10286
Attention: John Lambert
Fax: 212-635-1208 $5,610,500.00 $2,467,726.00 $8,974,000.00 $13,461,000.00

The Bank of Tokyo, Ltd.
Dallas Agency
2001 Ross Avenue
Suite 3150-LB 118
Dallas, TX 75201
Attention: John E. Beckwith
Fax: 214-954-1007 $5,610,500.00 $2,467,726.00 $8,974,000.00 $13,461,000.00

CIBC Inc.
200 West Madison Street
Suite 2300
Chicago, IL 60606
Attention: John Kunkle
Fax: 312-726-8884 $5,610,500.00 $2,467,726.00 $8,974,000.00 $13,461,000.00

First Bank National Association
First Bank Place - MPFP 0704
601 Second Avenue South
Minneapolis, MN 55402-4302
Attention: Megan Mourning
Fax: 612-973-0824 $4,007,500.00 $1,762,661.00 $6,410,000.00 $9,615,000.00

The Mitsubishi Bank, Limited
225 Liberty Street
2 World Financial Center
New York, NY 10281-1059
Attention: Naoshi Kinoshita
Fax: 212-667-3562 $5,610,500.00 $2,467,726.00 $8,974,000.00 $13,461,000.00

<PAGE>

Swiss Bank Corporation
Chicago Branch
141 West Jackson Blvd.
8th Floor
Chicago, IL 60604
Attention: William McDonnell
Fax: 312-554-6410 $5,610,500.00 $2,467,726.00 $8,974,000.00 $13,461,000.00

The Bank of Nova Scotia
181 West Madison Street
Suite 370D
Chicago, IL 60602
Attention: Pamela Schwartz
Fax: 312-201-4108 $4,809,000.00 $2,115,193.00 $7,692,000.00 $11,538,000.00

Banque Paribas
227 West Monroe Street
Chicago, IL 60606
Attention: Laurie Flom
Fax: 312-853-6020 $4,809,000.00 $2,115,193.00 $7,692,000.00 $11,538,000.00

Commerzbank Aktiengesellschaft
Grand Cayman Branch
311 South Wacker Drive
Suite 5800
Chicago, IL 60606
Attention: William B. Peterson
Fax: 312-435-1486 $4,809,000.00 $2,115,193.00 $7,692,000.00 $11,538,000.00

First Interstate Bank of
Texas N.A.
309 West 7th Street-Suite 1100
Fort Worth, TX 76102
Attention: Todd Robichaux
Fax: 817-885-1100 $4,809,000.00 $2,115,193.00 $7,692,000.00 $11,538,000.00

First Union National Bank of
North Carolina
1 First Union Center TW-10
Charlotte, NC 28288
Attention: Douglas J. Sleeper
Fax: 704-374-2802 $4,809,000.00 $2,115,193.00 $7,692,000.00 $11,538,000.00

The Fuji Bank, Limited
225 West Wacker Drive
Suite 2000
Chicago, IL 60606
Attention: James Bell
Fax: 312-621-0539 $6,412,000.00 $2,820,258.00 $10,256,000.00 $15,384,000.00

<PAGE>

The Industrial Bank of Japan,
Limited, Chicago Branch
227 West Monroe, Suite 2600
Chicago, IL 60606
Attention: Charles Smith
Fax: 312-855-8200 $7,213,500.00 $3,172,790.00 $11,538,000.00 $17,307,000.00

The Long-Term Credit Bank of
Japan, Ltd., Chicago Branch
190 South LaSalle Street
Suite 800
Chicago, IL 60603
Attention: Koji Sasayama
Fax: 312-704-8505 $4,809,000.00 $2,115,193.00 $7,692,000.00 $11,538,000.00

The Mitsubishi Trust and
Banking Corporation
440 South LaSalle Street
Suite 3100
Chicago, IL 60605
Attention: Vicki Camm
Fax: 312-663-0863 $4,809,000.00 $2,115,193.00 $7,692,000.00 $11,538,000.00

Mitsui Trust Bank (U.S.A.)
225 Liberty Street
41st Floor
New York, NY 10281
Attention: Kazuyuki Muto
Fax: 212-416-0356 $4,809,000.00 $2,115,193.00 $7,692,000.00 $11,538,000.00

Royal Bank of Canada
NY Financial Square
24th Floor
New York, NY 10005-3531
Attention: Mike Madnick
Fax: 212-428-6459 $4,809,000.00 $2,115,193.00 $7,692,000.00 $11,538,000.00

The Sakura Bank, Limited
227 West Monroe Street
Suite 4700
Chicago, IL 60606
Attention: Chris Kappas
Fax: 312-332-5345 $4,809,000.00 $2,115,193.00 $7,692,000.00 $11,538,000.00

<PAGE>

The Sanwa Bank Limited
Dallas Agency
901 Main Street,
Ste. 2830 LB 165
Dallas, TX 75202
Attention: Blake Wright
Fax: 214-741-6535 $4,809,000.00 $2,115,193.00 $7,692,000.00 $11,538,000.00

Westdeutsche Landesbank Girozentrale
1211 Avenue of the Americas
23rd Floor
New York, NY 10036
Attention: Michele Ransley
Fax: 212-852-6148 $8,015,000.00 $3,525,323.00 $12,820,000.00 $19,230,000.00

Bank of Hawaii
130 Merchants Street -
20th Floor
Honolulu, HI 96813
Attention: Donna D. Parker
Fax: 808-537-8301 $4,007,500.00 $1,762,662.00 $6,410,000.00 $9,615,000.00

Banca Commerciale Italiana
Chicago Branch
150 North Michigan Ave.
15th Floor
Chicago, IL 60601
Attention: Diane Zeller-Scherer
Fax: 312-346-5758 $4,007,500.00 $1,762,662.00 $6,410,000.00 $9,615,000.00

Caisse Nationale de Credit
Agricole
55 East Monroe Street
Chicago, IL 60603-5702
Attention: Lynn Rosinsky
Fax: 312-372-2830 $4,007,500.00 $1,762,662.00 $6,410,000.00 $9,615,000.00

NBD Bank
611 Woodward Avenue
Detroit, MI 48226
Attention: William McCaffrey
Fax: 313-225-2649 $4,007,500.00 $1,762,662.00 $6,410,000.00 $9,615,000.00

<PAGE>

PNC Bank, National Association
500 West Madison
Suite 3140
Chicago, IL 60661
Attention: Kenneth D. Sweder
Fax: 312-906-3420 $4,007,500.00 $1,762,662.00 $6,410,000.00 $9,615,000.00

The Sumitomo Bank, Limited
Chicago Branch
233 South Wacker Drive
Suite 4800
Chicago, IL 60606-6448
Attention: John Kemper
Fax: 312-876-6436 $4,007,500.00 $1,762,662.00 $6,410,000.00 $9,615,000.00

The Tokai Bank, Limited
Chicago Branch
181 West Madison
Suite 3600
Chicago, IL 60602
Attention: Tom Kania
Fax: 312-977-0003 $4,007,500.00 $1,762,662.00 $6,410,000.00 $9,615,000.00

Yasuda Trust & Banking Co., Ltd.
Chicago Branch
181 West Madison Street
Suite 4500
Chicago, IL 60602
Attention: Joseph Meek
Fax: 312-683-3899 $4,007,500.00 $1,762,662.00 $6,410,000.00 $9,615,000.00

Credit Suisse
12 East 49th Street
New York, NY 10017
Attention: K. Kristinsson
Fax: 212-238-5245 $1,603,000.00 $705,064.34 $2,564,000.00 $3,846,000.00

NationsBank N.A. (Carolinas)
233 South Wacker Drive
Suite 2800
Chicago, IL 60606
Attention: Carter Smith
Fax: 312-234-5601 $1,603,000.00 $705,064.33 $2,564,000.00 $3,846,000.00

<PAGE>

ABN AMRO Bank N.V.
135 South La Salle Street
Suite 425
Chicago, IL 60674-9135
Attention: John Stanger
Fax: 312-606-8425 $1,603,000.00 $705,064.33 $2,564,000.00 $3,846,000.00

<PAGE>

ANNEX A
TO
SECOND AMENDMENT

EXHIBIT A

FORM OF
MONEY MARKET QUOTE REQUEST

[Date]

To: Morgan Guaranty Trust Company of New York
(the "ADMINISTRATIVE AGENT")

From: Santa Fe Pacific Corporation
(the "BORROWER")

Re: $1,560,000,000 Credit Agreement (the "CREDIT
AGREEMENT") dated as of January 27, 1995 among (i) the Borrower,
(ii) the Lenders named therein, (iii) J.P. Morgan Securities
Inc., as Arranger, (iv) Chase Securities, Inc., Chemical
Securities Inc., Goldman, Sachs & Co. and Union Bank of
Switzerland, as Co-Arrangers, (v) Morgan Guaranty Trust Company
of New York, The Chase Manhattan Bank (National Association),
Chemical Bank, Pearl Street L.P. and Union Bank of Switzerland,
as Arranging Agents, and (vi) Morgan Guaranty Trust Company of
New York, as Administrative Agent and as Documentation Agent.

We hereby give notice pursuant to subsection 5.2 of the
Credit Agreement that we request Money Market Quotes for the
following proposed Money Market Loan(s):

Date of Borrowing:
---------------

Principal Amount* Interest Period**

Tranche A $
Tranche B $
Tranche C $

<PAGE>
2

Such Money Market Quotes should offer a Money Market
[Margin] [Absolute Rate]. [The applicable base rate is the
Eurodollar Rate.]

Terms used herein have the meanings assigned to them
in the Credit Agreement.

SANTA FE PACIFIC CORPORATION

By:

---------------------------
Title:

* Amount must be $5,000,000 or a larger whole multiple of
$1,000,000.

** Not less than one month in the case of a LIBOR Auction,
not less than 7 days in the case of an Absolute Rate Auction
and not more than 365 days in the case of an Absolute Rate
Auction, subject to the provisions of the definition of
Interest Period.

<PAGE>

ANNEX B
TO
SECOND AMENDMENT

EXHIBIT B

FORM OF
INVITATION FOR MONEY MARKET QUOTES

To: [Name of Lender]

Re: Invitation for Money Market Quotes to Santa Fe Pacific
Corporation (the "BORROWER")

Pursuant to subsection 5.3 of the $1,560,000,000 Credit
Agreement dated as of January 27, 1995 among the (i) Borrower,
(ii) the Lenders named therein, (iii) J.P. Morgan Securities
Inc., as Arranger, (iv) Chase Securities, Inc., Chemical
Securities Inc., Goldman, Sachs & Co. and Union Bank of
Switzerland, as Co-Arrangers, (v) Morgan Guaranty Trust Company
of New York, The Chase Manhattan Bank (National Association),
Chemical Bank, Pearl Street L.P. and Union Bank of Switzerland,
as Arranging Agents, and (vi) Morgan Guaranty Trust Company of
New York, as Administrative Agent and as Documentation Agent, we
are pleased on behalf of the Borrower to invite you to submit
Money Market Quotes to the Borrower for the following proposed
Money Market Loan(s):

Date of Borrowing:
---------------

Principal Amount Interest Period

Tranche A $
Tranche B $
Tranche C $

Such Money Market Quotes should offer a Money Market
[Margin] [Absolute Rate]. [The applicable base rate is the
Eurodollar Rate.]

Please respond to this invitation by no later than 9:15
A.M. (New York City time) on [date]. THIS INVITATION IS FROM THE
ADMINISTRATIVE AGENT

<PAGE>
2

ON BEHALF OF THE BORROWER AND YOUR RESPONSE SHOULD BE SUBMITTED
TO THE ADMINISTRATIVE AGENT.

MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as Administrative
Agent

Dated: By:
-------------- ----------------------------
Authorized Officer

<PAGE>

ANNEX C
TO
SECOND AMENDMENT

EXHIBIT H

FORM OF
ASSIGNMENT AND ACCEPTANCE

Reference is made to the Credit Agreement, dated as of
January 27, 1995 (as amended, supplemented or otherwise modified
from time to time, the "CREDIT AGREEMENT"), among (i) Santa Fe
Pacific Corporation (the "BORROWER"), (ii) the Lenders named
therein, (iii) J.P. Morgan Securities Inc., as Arranger, (iv)
Chase Securities, Inc., Chemical Securities Inc., Goldman, Sachs
& Co. and Union Bank of Switzerland, as Co-Arrangers, (v) Morgan
Guaranty Trust Company of New York, The Chase Manhattan Bank
(National Association), Chemical Bank, Pearl Street L.P. and
Union Bank of Switzerland, as Arranging Agents, and (vi) Morgan
Guaranty Trust Company of New York, as Administrative Agent and
as Documentation Agent. Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the
meanings given to them in the Credit Agreement.

The Assignor identified on Schedule 1 hereto (the
"ASSIGNOR") and the Assignee identified on Schedule 1 hereto (the
"ASSIGNEE") agree as follows:

1. The Assignor hereby irrevocably sells and assigns
to the Assignee without recourse to the Assignor, and the
Assignee hereby irrevocably purchases and assumes from the
Assignor without recourse to the Assignor, as of the Effective
Date (as defined below), the interest described in Schedule 1
hereto (the "ASSIGNED INTEREST") in and to the Assignor's rights
and obligations under the Credit Agreement and the other Loan
Documents.

2. The Assignor (a) makes no representation or
warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in
connection with the Credit Agreement or with respect to the
execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement, any other Loan
Document or any other instrument or document furnished pursuant
thereto, other than that the Assignor has not created any adverse
claim upon the interest being assigned by it hereunder and that
such interest is free and clear of any such adverse claim; and
(b) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the
Borrower, any of its Subsidiaries or any other obligor or the
performance or observance by the Borrower, any of its
Subsidiaries or any other obligor of any of their respective

obligations under the Credit Agreement or any other Loan Document
or any other instrument or document furnished pursuant hereto or
thereto.

3. The Assignee (a) represents and warrants that it
is legally authorized to enter into this Assignment and
Acceptance; (b) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial
statements delivered pursuant to

<PAGE)
2

subsection 9.1 thereof and such other documents and information
as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Acceptance; (c) agrees
that it will, independently and without reliance upon the
Assignor, the Agents or any other Lender and based on such
documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not
taking action under the Credit Agreement, the other Loan
Documents or any other instrument or document furnished pursuant
hereto or thereto; (d) appoints and authorizes each Agent to take
such action as agent on its behalf and to exercise such powers
and discretion under the Credit Agreement, the other Loan
Documents or any other instrument or document furnished pursuant
hereto or thereto as are delegated to such Agent by the terms
thereof, together with such powers as are incidental thereto; and
(e) agrees that it will be bound by the provisions of the Credit
Agreement and will perform in accordance with its terms all the
obligations which by the terms of the Credit Agreement are
required to be performed by it as a Lender including, if it is
organized under the laws of a jurisdiction outside the United
States, its obligation pursuant to subsection 6.13(d) of the
Credit Agreement.

4. The effective date of this Assignment and
Acceptance shall be the Effective Date of Assignment described in
Schedule 1 hereto (the "EFFECTIVE DATE"). Following the
execution of this Assignment and Acceptance, it will be delivered
to the Administrative Agent for acceptance by it and recording by
the Administrative Agent pursuant to the Credit Agreement,
effective as of the Effective Date (which shall not, unless
otherwise agreed to by the Administrative Agent, be earlier than
five Business Days after the date of such acceptance and
recording by the Administrative Agent).

5. Upon such acceptance and recording, from and after
the Effective Date, the Administrative Agent shall make all
payments in respect of the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Assignee
whether such amounts have accrued prior to the Effective Date or
accrue subsequent to the Effective Date. The Assignor and the
Assignee shall make all appropriate adjustments in payments by

the Administrative Agent for periods prior to the Effective Date
or with respect to the making of this assignment directly between
themselves.

6. From and after the Effective Date, (a) the
Assignee shall be a party to the Credit Agreement and, to the
extent provided in this Assignment and Acceptance, have the
rights and obligations of a Lender thereunder and under the other
Loan Documents and shall be bound by the provisions thereof and
(b) the Assignor shall, to the extent provided in this Assignment
and Acceptance, relinquish its rights and be released from its
obligations under the Credit Agreement.

7. This Assignment and Acceptance shall be governed
by and construed in accordance with the laws of the State of New
York.

<PAGE>
3
IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Acceptance to be executed as of the date first
above written by their respective duly authorized officers on
Schedule 1 hereto.

<PAGE>

SCHEDULE 1
TO ASSIGNMENT AND ACCEPTANCE
-----------------------------------------------------------------

Name of Assignor:
-----------------------------------------

Name of Assignee:
-----------------------------------------

Effective Date of Assignment:
-----------------------------

Credit Principal Commitment Percentage
Facility Assigned 1 Amount Assigned Assigned 2
----------------------- ----------------- ---------------------

Term Loan $ . %
------------ -- -----------
Tranche A Revolving Credit $ %
------------ -- -----------
Tranche B Revolving Credit $ . %
------------ -- -----------
Tranche C Revolving Credit $ . %
------------ -- -----------

Assignee: Assignor:

----------------------------- -------------------------------

By: By:
-------------------------- ----------------------------
Title: Title:

Accepted: Consented To:

MORGAN GUARANTY TRUST SANTA FE PACIFIC CORPORATION
COMPANY OF NEW YORK, as
Administrative Agent

By: By:
-------------------------- -----------------------------
Title: Title:

--------------------------
1 Assignments of the credit facilities will be permitted on a
pro rata basis only.

2 Calculate the Commitment Percentage that is assigned to at
least 15 decimal places and show as a percentage of the
aggregate commitments of all Lenders.

<PAGE>

ANNEX D
TO
SECOND AMENDMENT

CONSENT

CONSENT, dated as of , 1995, by THE ATCHISON,
------ --
TOPEKA AND SANTA FE RAILWAY COMPANY, a Delaware corporation
("SANTA FE RAILROAD").

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, Santa Fe Pacific Corporation (the "BORROWER")
is a party to the Credit Agreement, dated as of January 27, 1995
(as amended, supplemented or otherwise modified from time to
time, the "CREDIT AGREEMENT"), among (i) the Borrower, (ii) the
Lenders named therein, (iii) J.P. Morgan Securities Inc., as
Arranger, (iv) Chase Securities, Inc., Chemical Securities Inc.,
Goldman, Sachs & Co. and Union Bank of Switzerland, as Co-
Arrangers, (v) Morgan Guaranty Trust Company of New York, The
Chase Manhattan Bank (National Association), Chemical Bank, Pearl
Street L.P. and Union Bank of Switzerland, as Arranging Agents,
and (vi) Morgan Guaranty Trust Company of New York, as
Administrative Agent and as Documentation Agent;

WHEREAS, pursuant to the Credit Agreement, the Lenders
have severally agreed to make, and have made, Loans to the
Borrower upon the terms and subject to the conditions set forth
therein;

WHEREAS, pursuant to the Credit Agreement, Santa Fe
Railroad executed and delivered the Guarantee, dated as of
February 21, 1995, in respect of the Credit Agreement (the
"GUARANTEE"); and

WHEREAS, the Borrower, the Lenders and the
Administrative Agent are entering into the Second Amendment,
dated as of March 31, 1995, to the Credit Agreement, and it is a
condition precedent to the effectiveness thereof that Santa Fe
Railroad shall have executed and delivered this Consent to the
Administrative Agent;

NOW, THEREFORE, in consideration of the premises, Santa
Fe Railroad hereby agrees as follows for the benefit of the
Administrative Agent and the Lenders:

1. Defined Terms. Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have
the meanings given to them in the Credit Agreement.

2. Consent. Santa Fe Railroad hereby consents to the
execution and delivery of the Second Amendment and to the
consummation of the transactions contemplated thereby and hereby
acknowledges that after giving effect to the Second Amendment,
the Guarantee remains in full force and effect.

<PAGE>
2

3. GOVERNING LAW. THIS CONSENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.

IN WITNESS WHEREOF, the undersigned has caused this
Consent to be duly executed and delivered as of the date first
above written.

THE ATCHISON, TOPEKA AND SANTA FE
PACIFIC RAILWAY COMPANY

By:
------------------------------
Title:

<PAGE>

ANNEX E
TO
SECOND AMENDMENT

[OPINION OF MAYER, BROWN & PLATT]

, 1995
------- --

To the Agents and Lenders Referred to Below
c/o Morgan Guaranty Trust Company of New York,
as Administrative Agent
60 Wall Street
New York, New York 10260-0060

Ladies and Gentlemen:

We have acted as special counsel for Santa Fe Pacific
Corporation, a Delaware corporation (the "BORROWER"), in
connection with the execution and delivery of the Second
Amendment, dated as of March 31, 1995 (the "SECOND AMENDMENT"),
to the Credit Agreement, dated as of January 27, 1995 (as
previously amended, the "CREDIT AGREEMENT"), among (i) the
Borrower, (ii) the lenders named therein (the "LENDERS"), (iii)
J.P. Morgan Securities Inc., as Arranger, (iv) Chase Securities,
Inc., Chemical Securities Inc., Goldman, Sachs & Co. and Union
Bank of Switzerland, as Co-Arrangers, (v) Morgan Guaranty Trust
Company of New York, The Chase Manhattan Bank (National
Association), Chemical Bank, Pearl Street L.P. and Union Bank of
Switzerland, as Arranging Agents, and (vi) Morgan Guaranty Trust
Company of New York, as Administrative Agent and as Documentation
Agent (the Arranger, the Co-Arrangers, the Arranging Agents, the
Administrative Agent and the Documentation Agent are collectively
referred to herein as the "AGENTS").

We have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Second Amendment
and such documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary for
purposes of this opinion. We have assumed, without independent
investigation, the genuineness of all signatures of all parties
(other than those on behalf of the Borrower), the legal capacity
of all natural persons, the authenticity of all documents
submitted to us as originals and the conformity to authorized
originals of all documents submitted to us as copies. As to
facts material to this opinion, we have relied without
independent investigation upon the written statements and
representations of the Borrower and its officers and
representatives and public officials.

Upon the basis of the foregoing, and subject to the
qualifications set forth below, we are of the opinion that:
<PAGE>

, 1995
------- --
Page 2

1. The Borrower is a corporation validly existing and in
good standing under the laws of the State of Delaware. The
Borrower has all corporate powers to carry on its business
as now conducted.

2. The execution, delivery and performance by the
Borrower of the Second Amendment is within the Borrower's
corporate powers and has been duly authorized by all
necessary corporate action on the part of the Borrower.

3. The execution, delivery and performance by the
Borrower of the Second Amendment does not require any action
by or in respect of, or filing with, any governmental body,
agency or official of the United States of America or the
States of New York, Illinois or Delaware or contravene, or
constitute a default under, any provision of applicable law
or regulation of the United States of America or the States
of New York or Illinois, the General Corporation Law of the
State of Delaware or of the certificate of incorporation or
by-laws of the Borrower or, to the best of our knowledge, of
any material agreement, judgment, injunction, order, decree
or other instrument binding upon the Borrower or any of its
Subsidiaries or, to the best of our knowledge, result in the
creation or imposition of any Lien on any asset of the
Borrower or any of its Subsidiaries, other than the Lien
created pursuant to the Stock Pledge Agreement.

4. The Second Amendment has been duly executed by the
Borrower and constitutes a valid and binding agreement of
the Borrower enforceable against the Borrower in accordance
with its terms.

Our opinions are subject to the following
qualifications:

B. We express no opinion as to the effect of the law
of any jurisdiction other than the States of New York and
Illinois wherein any Lender or its Applicable Lending Office
may be located, or wherein enforcement of the Credit
Agreement may be sought, which limits the rates of interest
legally chargeable or collectible.

C. Our opinions are subject to the effect of any
applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or similar law affecting
creditors' rights generally and to the effect of general
principles of equity (regardless of whether considered in a

proceeding in equity or at law), including, without
limitation, concepts of materiality, reasonableness, good
faith and fair dealing.

D. We express no opinion with respect to
indemnification or contribution obligations which contravene
public policy.

<PAGE>

, 1995
------ ---
Page 3

Our opinions herein are limited solely to the federal
laws of the United States of America, the laws of the States of
New York and Illinois and the General Corporation Law of the
State of Delaware, and we express no opinion herein concerning
the laws of any other jurisdiction.

The opinions given herein are as of the date hereof.
We assume no obligation to update or supplement this opinion to
reflect any facts or circumstances that may hereafter come to our
attention or any changes in law that may hereafter occur.

This opinion is furnished to you solely in connection
with the transactions described above and (i) may not be relied
upon by anyone other than you and (ii) may be so relied upon only
in connection with the transactions described in the Credit
Agreement.

Very truly yours,

MAYER, BROWN & PLATT

</TABLE>

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of March 31,
1995, is between SANTA FE PACIFIC CORPORATION, a Delaware
corporation (herein called the "Company"), and THE FIRST NATIONAL
BANK OF CHICAGO, a national banking association, as trustee
(herein called the "Trustee").

PRELIMINARY STATEMENT

The Company and the Trustee have entered into a Restated
Indenture (herein called the "Indenture"), dated as of
November 1, 1994. Capitalized terms used herein, not otherwise
defined herein, shall have the meanings given them in the
Indenture.

Section 901(6) of the Indenture expressly provides that the
Company and the Trustee may enter into a supplemental indenture,
without the consent of any Holders of Securities, in order to
secure the Securities pursuant to Section 1008. In accordance
with the terms of Section 901 of the Indenture, the Company has,
by Board Resolution, authorized this First Supplemental
Indenture. The Trustee has determined that this First
Supplemental Indenture is in form satisfactory to it.

All things necessary to make this First Supplemental
Indenture a valid agreement of the Company and the Trustee and a
valid amendment of and supplement to the Indenture have been
done.

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE
WITNESSETH:

For and in consideration of the premises, it is mutually
covenanted and agreed, for the equal and proportionate benefit of
all Holders of the Securities issued under the Indenture, whether
issued before or after the date of this First Supplemental
Indenture, as follows:

1. Article One, Section 101, will be modified by the
addition of the following definitions:

"Stock Pledge Agreement" means the Amended and Restated
Stock Pledge Agreement, dated as of March 31, 1995, among the
Company, Harris Trust and Savings Bank, as Trustee, and Morgan
Guaranty Trust Company of New York, a copy of which is attached
hereto as Schedule III to Exhibit I, as the same may be amended,
supplemented or otherwise modified from time to time.

"Credit Agreement Obligations" shall have the meaning
ascribed thereto in the Trust Agreement.

"Secured Swap Obligations" shall have the meaning ascribed
thereto in the Trust Agreement.

<PAGE>

"Trust Agreement" means the Trust Agreement, dated as of
March 31, 1995, between the Company and Harris Trust and Savings
Bank, as Trustee, a copy of which is attached hereto as
Exhibit I, as the same may be amended, supplemented or otherwise
modified from time to time.

2. Article Fifteen, entitled "Security," will be added to
the Indenture and will consist of the following:

In accordance with Section 1008, all Securities are secured
equally and ratably with the Credit Agreement Obligations
and the Secured Swap Obligations pursuant to, and subject to
the terms and conditions of, the Stock Pledge Agreement and
the Trust Agreement. The security interest created under
the Stock Pledge Agreement shall be terminated or released
with respect to some or all of the collateral granted under
the Stock Pledge Agreement upon the occurrence of certain
events set forth in Section 15 of the Stock Pledge
Agreement, in each case without any action by the Trustee.
The Company shall promptly notify the Trustee of the
termination of such security interest or the release of any
such collateral.

3. Exhibit I hereto shall be added to the Indenture as
Exhibit I thereto.

This instrument may be executed in any number of counter-
parts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but
one and the same instrument.

IN WITNESS WHEREOF, the Company and the Trustee have caused
this First Supplemental Indenture to be duly executed by their
respective officers thereunto duly authorized and the seal of the
Company and the Trustee duly attested to be hereunto affixed all
as of the day and year first above written.

SANTA FE PACIFIC CORPORATION

[SEAL] By: /s/ Jeffrey T. Williams
--------------------------------
Name: Jeffrey T. Williams
--------------------------
Its: Assistant Secretary
---------------------------

THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee

[SEAL] By: /s/ R. D. Manella

--------------------------------
Name: R. D. Manella
---------------------------
Its: Vice President
----------------------------

-2-

<PAGE>

EXHIBIT I

<PAGE>

STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )

On the 30th day of March 1995, before me personally came R.
D. Manella, to me known, who, being by me duly sworn, did depose
and say that he resides at Buffalo Grove, Illinois; that he is a
Vice President of FIRST NATIONAL BANK OF CHICAGO, a national
banking association, described herein and that executed the above
instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it
was so affixed by order of the Board of Directors of said
corporation and that he signed his name thereto by order of the
Board of Directors of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above
written.

[NOTARIAL SEAL] /s/ Sharon Klockowski
-----------------------------
Sharon Klockowski
Notary Public

<PAGE>

STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )

On the 30th day of March 1995, before me personally came
Jeffrey T. Williams, to me known, who, being by me duly sworn,

did depose and say that he resides at Wheaton, Illinois; that he
is the Assistant Secretary of SANTA FE PACIFIC CORPORATION, the
corporation described herein and that executed the above
instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it
was so affixed by order of the Board of Directors of said
corporation and that he signed his name thereto by order of the
Board of Directors of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above
written.

[NOTARIAL SEAL] /s/ Julie Jordan
---------------------------------
Julie Jordan
Notary Public

[EXECUTION COPY]

----------------------------------------------------------------

TRUST AGREEMENT

Dated as of March 31, 1995

between

SANTA FE PACIFIC CORPORATION

and

HARRIS TRUST AND SAVINGS BANK,

as Trustee

----------------------------------------------------------------

<PAGE>

TABLE OF CONTENTS

Page

PREAMBLE . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

DECLARATION OF TRUST . . . . . . . . . . . . . . . . . . . . . 1

SECTION 1.
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . 2

SECTION 2.
ACCELERATION OF SECURED OBLIGATIONS . . . . . . . . . . . . . 2
2.1 Notices of Acceleration . . . . . . . . . . . . . 2
2.2 General Authority of the Trustee over the Shared
Collateral . . . . . . . . . . . . . . . . . . . 2
2.3 Right to Initiate Judicial Proceedings . . . . . . 3
2.4 Exercise of Powers; Instructions of Required
Secured Parties . . . . . . . . . . . . . . . . . 3
2.5 Remedies Not Exclusive . . . . . . . . . . . . . . 4
2.6 Waiver and Estoppel . . . . . . . . . . . . . . . 4
2.7 Limitation on Trustee's Duty in Respect of Shared
Collateral. . . . . . . . . . . . . . . . . . . . 5
2.8 Limita tion by Law . . . . . . . . . . . . . . . . 5
2.9 Rights of Secured Parties under Secured
Instruments. . . . . . . . . . . . . . . . . . . . 5

SECTION 3.
COLLATERAL ACCOUNT; DISTRIBUTIONS . . . . . . . . . . . . . . 5
3.1 The Collateral Account . . . . . . . . . . . . . . 5
3.2 Control of Collateral Account . . . . . . . . . . . 6
3.3 Investment of Funds Deposited in Collateral
Account. . . . . . . . . . . . . . . . . . . . . . 6
3.4 Application of Moneys . . . . . . . . . . . . . . . 6
3.5 Application of Moneys Distributable to Public
Debt Trustee . . . . . . . . . . . . . . . . . . . 7
3.6 Trustee's Calculations. . . . . . . . . . . . . . . 8
3.7 Pro Rata Sharing. . . . . . . . . . . . . . . . . . 8

SECTION 4.
AGREEMENTS WITH TRUSTEE . . . . . . . . . . . . . . . . . . . 8
4.1 Delivery of Secured Instruments . . . . . . . . . . 8
4.2 Information as to Secured Parties, Administrative
Agent and Public Debt Trustee. . . . . . . . . . . 9
4.3 Compensation and Expenses . . . . . . . . . . . . . 9
4.4 Stamp and Other Similar Taxes . . . . . . . . . . . 9
4.5 Filing Fees, Excise Taxes, Etc. . . . . . . . . . . 9
4.6 Indemnification . . . . . . . . . . . . . . . . . 9
4.7 Trustee's Lien . . . . . . . . . . . . . . . . . . 10
4.8 Further Assurances . . . . . . . . . . . . . . . . 10

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<PAGE>

Page

SECTION 5.
THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . 11
5.1 Acceptance of Trust . . . . . . . . . . . . . . . . 11
5.2 Exculpatory Provisions . . . . . . . . . . . . . . 11
5.3 Delegation of Duties . . . . . . . . . . . . . . . 12
5.4 Reliance by Trustee . . . . . . . . . . . . . . . 12
5.5 Limitations on Duties of Trustee . . . . . . . . . 13
5.6 Moneys to be Held in Trust . . . . . . . . . . . . 13
5.7 Resignation and Removal of the Trustee . . . . . . 13
5.8 Status of Successor Trustee . . . . . . . . . . . . 14
5.9 Merger of the Trustee . . . . . . . . . . . . . . . 15
5.10 Co-Trustee; Separate Trustee. . . . . . . . . . . . 15
5.11 Treatment of Payee or Indorsee by Trustee;
Representatives of Secured Parties . . . . . . . . 16

SECTION 6.
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . 17
6.1 Notices . . . . . . . . . . . . . . . . . . . . . . 17
6.2 No Waivers. . . . . . . . . . . . . . . . . . . . . 17
6.3 Amendments, Supplements and Waivers . . . . . . . . 17
6.4 Headings. . . . . . . . . . . . . . . . . . . . . . 18
6.5 Severability. . . . . . . . . . . . . . . . . . . . 18
6.6 Successors and Assigns. . . . . . . . . . . . . . . 18
6.7 Currency Conversions. . . . . . . . . . . . . . . . 18
6.8 Governing Law . . . . . . . . . . . . . . . . . . . 18
6.9 Counterparts. . . . . . . . . . . . . . . . . . . . 19
6.10 Termination . . . . . . . . . . . . . . . . . . . . 19

SCHEDULES

I Certain Definitions
II Notice of Acceleration
III Amended and Restated Stock Pledge Agreement

-ii-
<PAGE>

TRUST AGREEMENT, dated as of March 31, 1995, between
SANTA FE PACIFIC CORPORATION, a Delaware corporation (the
"Company"), and HARRIS TRUST AND SAVINGS BANK, an Illinois
banking corporation, as trustee (the "Trustee").

W I T N E S S E T H :
_ _ _ _ _ _ _ _ _ _

WHEREAS, in order to induce the lenders parties thereto
to enter into the Credit Agreement, the Company secured the
payment of the loans and all other amounts from time to time
owing by the Company under the Credit Agreement; and

WHEREAS, in order to comply with certain covenants in
the Indenture, the Company desires to secure the payment of all
Public Debt Obligations equally and ratably with the Credit
Agreement Obligations and the Secured Swap Obligations, to the
extent that and so long as the Credit Agreement Obligations or
the Secured Swap Obligations are secured.

DECLARATION OF TRUST:

NOW, THEREFORE, in order to secure the payment of the
Secured Obligations and in consideration of the premises and the
mutual agreements set forth herein, the Trustee does hereby
declare that it holds and will hold as trustee in trust under
this Trust Agreement all of its right, title and interest in, to
and under the Stock Pledge Agreement and the collateral granted
to the Trustee thereunder whether now existing or hereafter
arising (and the Company does hereby consent thereto).

TO HAVE AND TO HOLD the Security Documents and the
entire Shared Collateral (the right, title and interest of the
Trustee in the Security Documents and the Shared Collateral being
hereinafter referred to as the "Trust Estate") unto the Trustee
and its successors in trust under this Trust Agreement and its
assigns and assigns forever.

IN TRUST NEVERTHELESS, under and subject to the
conditions herein set forth and for the benefit of the Secured
Parties, and for the enforcement of the payment of all Secured
Obligations, and as security for the performance of and
compliance with the covenants and conditions of this Trust
Agreement, each of the Secured Instruments and each of the
Security Documents.

PROVIDED, HOWEVER, that these presents are upon the
condition that if the Company, its successors or assigns, shall
satisfy the conditions set forth in subsection 6.10, then this

Trust Agreement, and the estates and rights hereby assigned,
shall cease, determine and be void; otherwise they shall remain
and be in full force and effect.

IT IS HEREBY FURTHER COVENANTED AND DECLARED, that the
Trust Estate is to be held and applied by the Trustee, subject to
the further covenants, conditions and trusts hereinafter set
forth.

<PAGE>
2

SECTION 1.
DEFINITIONS

(a) The capitalized terms used herein which are
defined in, or by reference in, Schedule I hereto shall have the
meanings specified therein.

(b) The words "hereof", "herein" and "hereunder" and
words of similar import when used in this Trust Agreement shall
refer to this Trust Agreement as a whole and not to any
particular provision of this Trust Agreement, and section and
subsection references are to this Trust Agreement unless
otherwise specified.

SECTION 2.
ACCELERATION OF SECURED OBLIGATIONS

2.1 Notices of Acceleration. (a) Upon receipt by the
Trustee of a Notice of Acceleration, the Trustee shall
immediately notify the Company, the Administrative Agent and the
Public Debt Trustee of the receipt and contents thereof. So long
as such Notice of Acceleration is in effect, the Trustee shall
exercise the rights and remedies provided in this Trust Agreement
and in the Security Documents subject to the direction of the
Required Secured Parties as provided herein. The Trustee is not
empowered to exercise any remedy hereunder or thereunder unless a
Notice of Acceleration is in effect.

(b) A Notice of Acceleration delivered by the
Administrative Agent or the Public Debt Trustee shall become
effective upon receipt thereof by the Trustee. A Notice of
Acceleration, once effective, shall remain in effect unless and
until it is cancelled as provided in subsection 2.1(c).

(c) The Administrative Agent or the Public Debt
Trustee giving a Notice of Acceleration shall be entitled to
cancel it by delivering a written notice of cancellation to the
Trustee (i) before the Trustee takes any action to exercise any
remedy with respect to the Shared Collateral or (ii) thereafter,
if the Trustee believes that all actions it has taken to exercise

any remedy or remedies with respect to the Shared Collateral can
be reversed without undue difficulty; provided that no Notice of
Acceleration shall be cancelled more than 30 days after it is
received by the Trustee. The Trustee shall immediately notify
the Company as to the receipt and contents of any such notice of
cancellation and shall promptly notify the Company, the
Administrative Agent and the Public Debt Trustee as to the
cancellation of any Notice of Acceleration.

2.2 General Authority of the Trustee over the Shared
Collateral. The Company hereby irrevocably constitutes and
appoints the Trustee and any officer or agent thereof, with full
power of substitution, as its true and lawful attorney-in-fact
with full power and authority in the name of the Company or in
its own name, from time to time in the Trustee's discretion, so
long as any Notice of Acceleration is in effect, to take any and
all appropriate action and to execute any and all documents and
instruments which may be

<PAGE>
3

necessary or desirable to carry out the terms of this Trust
Agreement and the Security Documents and accomplish the purposes
hereof and thereof and, without limiting the generality of the
foregoing, the Company hereby acknowledges that the Trustee shall
have all powers and remedies set forth in the Security Documents.
Notwithstanding the foregoing, so long as no Notice of
Acceleration is in effect, the Trustee shall take such actions
and exercise such remedies as are permitted by the Stock Pledge
Agreement in accordance with the instructions of the
Administrative Agent.

2.3 Right to Initiate Judicial Proceedings. If a
Notice of Acceleration is in effect, the Trustee, subject to the
provisions of subsection 2.5(b), (i) shall have the right and
power to institute and maintain such suits and proceedings as it
may deem appropriate to protect and enforce the rights vested in
it by this Trust Agreement and each Security Document and (ii)
may proceed by suit or suits at law or in equity to enforce such
rights and to foreclose upon the Shared Collateral and to sell
all or, from time to time, any of the Shared Collateral under the
judgment or decree of a court of competent jurisdiction.

2.4 Exercise of Powers; Instructions of Required
Secured Parties. (a) All of the powers, remedies and rights of
the Trustee as set forth in this Trust Agreement may be exercised
by the Trustee in respect of any Security Document as though set
forth in full therein and all of the powers, remedies and rights
of the Trustee, the Administrative Agent and the Public Debt
Trustee as set forth in any Security Document may be exercised
from time to time as herein and therein provided.

(b) While a Notice of Acceleration is in effect, the
Required Secured Parties shall have the right, by one or more
instruments in writing executed and delivered to the Trustee, to
direct the time, method and place of conducting any proceeding
for any right or remedy available to the Trustee, or of
exercising any trust or power conferred on the Trustee, or for
the appointment of a receiver, or to direct the taking or the
refraining from taking of any action authorized by this Trust
Agreement or any Security Document; provided that a. such
direction shall not conflict with any provision of law or of this
Trust Agreement or of any Security Document and b. the Trustee
shall be adequately secured and indemnified as provided in
subsection 5.4(d). Nothing in this subsection 2.4(b) shall
impair the right of the Trustee in its discretion to take any
action which it deems proper and which is not inconsistent with
such direction by the Required Secured Parties. In the absence
of such direction, the Trustee shall have no duty to take or
refrain from taking any action unless explicitly required herein.

(c) If, within 45 days after the Trustee receives a
Notice of Acceleration which has not been cancelled, the Trustee
shall not have received written directions from the Required
Secured Parties pursuant to subsection 2.4(b) for the exercise of
rights or remedies by the Trustee, the Trustee shall, until the
Trustee receives written directions from the Required Secured
Parties, follow written directions from the Administrative Agent
and/or the Public Debt Trustee acting on behalf of holders of
more than 50% of the aggregate principal amount of the Secured
Obligations then outstanding under the Secured Instrument or
Instruments in respect of which such Notice of Acceleration was
given.

<PAGE>
4

2.5 Remedies Not Exclusive. (a) No remedy conferred
upon or reserved to the Trustee herein or in the Security
Documents is intended to be exclusive of any other remedy or
remedies, but every such remedy shall be cumulative and shall be
in addition to every other remedy conferred herein or in any
Security Document or now or hereafter existing at law or in
equity or by statute.

(b) No delay or omission by the Trustee to exercise
any right, remedy or power hereunder or under any Security
Document shall impair any such right, remedy or power or shall be
construed to be a waiver thereof, and every right, power and
remedy given by this Trust Agreement or any Security Document to
the Trustee may be exercised from time to time and as often as
may be deemed expedient by the Trustee.

Document and the proceeding for the enforcement thereof shall
have been discontinued or abandoned for any reason or shall have
been determined adversely to the Trustee, then the Company, the
Trustee and the Secured Parties shall, subject to any
determination in such proceeding, severally and respectively be
restored to their former positions and rights hereunder or
thereunder with respect to the Trust Estate and in all other
respects, and thereafter all rights, remedies and powers of the
Trustee shall continue as though no such proceeding had been
taken.

(d) All rights of action and of asserting claims upon
or under this Trust Agreement and the Security Documents may be
enforced by the Trustee without the possession of any Secured
Instrument or instrument evidencing any Secured Obligation or the
production thereof at any trial or other proceeding relative
thereto, and any suit or proceeding instituted by the Trustee
shall be, subject to subsections 5.5(c) and 5.10(b)(ii), brought
in its name as Trustee and any recovery of judgment shall be held
as part of the Trust Estate.

2.6 Waiver and Estoppel. (a) The Company agrees, to
the extent it may lawfully do so, that it will not at any time in
any manner whatsoever claim, or take the benefit or advantage of,
any appraisement, valuation, stay, extension, moratorium,
turnover or redemption law, or any law permitting it to direct
the order in which the Shared Collateral shall be sold, now or at
any time hereafter in force, which may delay, prevent or
otherwise affect the performance or enforcement of this Trust
Agreement or any Security Document and hereby waives all benefit
or advantage of all such laws and covenants that it will not
hinder, delay or impede the execution of any power granted to the
Trustee in this Trust Agreement or any Security Document but will
suffer and permit the execution of every such power as though no
such law were in force; provided that nothing contained in this
subsection 2.6(a) shall be construed as a waiver of any rights of
the Company under any applicable federal bankruptcy law.

(b) The Company, to the extent it may lawfully do so,
on behalf of itself and all who may claim through or under it,
including without limitation any and all subsequent creditors,
vendees, assignees and lienors, waives and releases all rights to
demand or to have any marshalling of the Shared Collateral upon
any sale, whether made under any power of sale granted herein or
in any Security Document or pursuant to judicial proceedings or
upon

<PAGE>
5

any foreclosure or any enforcement of this Trust Agreement or any
Security Document and consents and agrees that all the Shared

Collateral may at any such sale be offered and sold as an
entirety.

(c) The Company waives, to the extent permitted by
applicable law, presentment, demand, protest and any notice of
any kind (except notices explicitly required hereunder or under
any Security Document) in connection with this Trust Agreement
and the Security Documents and any action taken by the Trustee
with respect to the Shared Collateral.

2.7 Limitation on Trustee's Duty in Respect of Shared
Collateral. Beyond its duties as to the custody thereof
expressly provided herein or in any Security Document and to
account to the Secured Parties and the Company for moneys and
other property received by it hereunder or under any Security
Document, the Trustee shall not have any duty to the Company or
to the Secured Parties as to any Shared Collateral in its
possession or control or in the possession or control of any of
its agents or nominees, or any income thereon or as to the
preservation of rights against prior parties or any other rights
pertaining thereto.

2.8 Limitation by Law. All rights, remedies and
powers provided herein may be exercised only to the extent that
the exercise thereof does not violate any applicable provision of
law, and all the provisions hereof are intended to be subject to
all applicable mandatory provisions of law which may be
controlling and to be limited to the extent necessary so that
they will not render this Trust Agreement invalid, unenforceable
in whole or in part or not entitled to be recorded, registered or
filed under the provisions of any applicable law.

2.9 Rights of Secured Parties under Secured
Instruments. Notwithstanding any other provision of this Trust
Agreement or any Security Document, the right of each Secured
Party to receive payment of the Secured Obligations held by such
Secured Party when due (whether at the stated maturity thereof,
by acceleration or otherwise) as expressed in the related Secured
Instrument or other instrument evidencing or agreement governing
a Secured Obligation or to institute suit for the enforcement of
such payment on or after such due date, and the obligation of the
Company to pay such Secured Obligation when due, shall not be
impaired or affected without the consent of such Secured Party
given in the manner prescribed by the Secured Instrument under
where such Secured Obligation is outstanding.
COLLATERAL ACCOUNT; DISTRIBUTIONS

SECTION 3.
COLLATERAL ACCOUNT. DISTRIBUTIONS

3.1 The Collateral Account. On the Effective Date
there shall be established and, at all times thereafter until the
trusts created by this Trust Agreement shall have terminated,
there shall be maintained with the Trustee at the office of the

Trustee's corporate trust division an account which shall be
entitled the "Santa Fe Collateral Account" (the "Collateral
Account"). All moneys which are required by this Trust Agreement
or any Security Document to be delivered to the Trustee while a
Notice of Acceleration is in effect or which are received by the
Trustee or any agent or nominee of the Trustee in respect of the

<PAGE>
6

Shared Collateral, whether in connection with the exercise of the
remedies provided in this Trust Agreement or any Security
Document or otherwise, while a Notice of Acceleration is in
effect shall be deposited in the Collateral Account and held by
the Trustee as part of the Trust Estate and applied in accordance
with the terms of this Trust Agreement. Upon the cancellation of
any Notice of Acceleration pursuant to subsection 2.1(c), the
Trustee shall (subject to the first sentence of subsection
3.4(a)) cause all funds on deposit in the Collateral Account to
be paid over to the Company.

3.2 Control of Collateral Account. All right, title
and interest in and to the Collateral Account shall vest in the
Trustee, and funds on deposit in the Collateral Account shall
constitute part of the Trust Estate. The Collateral Account
shall be subject to the exclusive dominion and control of the
Trustee.

3.3 Investment of Funds Deposited in Collateral
Account. The Trustee shall, at the direction of the Required
Secured Parties, invest and reinvest moneys on deposit in the
Collateral Account at any time in Cash Equivalents. All such
investments and the interest and income received thereon and the
net proceeds realized on the sale or redemption thereof shall be
held in the Collateral Account as part of the Trust Estate. The
Trustee shall not be responsible for any diminution in funds
resulting from such investments.

3.4 Application of Moneys. (a) The Trustee shall
have the right (pursuant to subsection 4.7) at any time to apply
moneys held by it in the Collateral Account to the payment of due
and unpaid Trustee Fees. All remaining moneys held by the
Trustee in the Collateral Account or received by the Trustee
while a Notice of Acceleration is in effect shall, to the extent
available for distribution (it being understood that the Trustee
may liquidate investments prior to maturity in order to make a
distribution pursuant to this subsection 3.4), be distributed
(subject to the provisions of subsection 3.5) by the Trustee on
each Distribution Date in the following order of priority:

First: to the Trustee for any unpaid Trustee Fees and then
to any Secured Party which has theretofore advanced or paid
any Trustee Fees constituting administrative expenses

allowable under Section 503(b) of the Bankruptcy Code, an
amount equal to the amount thereof so advanced or paid by
such Secured Party and for which such Secured Party has not
been reimbursed prior to such Distribution Date;

Second: to any Secured Party which has theretofore
advanced or paid any Trustee Fees other than such
administrative expenses, an amount equal to the amount
thereof so advanced or paid by such Secured Party and for
which such Secured Party has not been reimbursed prior to
such Distribution Date;

Third: to the Secured Parties in an amount equal to
(i) in the case of holders of the Credit Agreement
Obligations and the Public Debt Obligations, the unpaid
principal (or, in the case of Public Debt Obligations that
are Original Issue Discount Securities (as defined in the
Indenture), such portion of the principal amount of such
Public Debt Obligations as may be specified by the terms
thereof) and unpaid interest on and other charges, if any,
in respect of such Secured Obligations then outstanding

<PAGE>
7

whether or not then due and payable, and (ii) in the case of
holders of Secured Swap Obligations, the amount payable by
the Company upon termination of such Secured Swap
Obligations pursuant to the terms thereof and other charges,
if any, in respect of such Secured Obligations then
outstanding whether or not then due and payable, and, in any
case, if such moneys shall be insufficient to pay such
amounts in full, then ratably (without priority of any one
over any other) to the Secured Parties in proportion to the
unpaid amounts thereof on such Distribution Date;

Fourth: to the Secured Parties, amounts equal to
all other sums which constitute Secured Obligations,
including without limitation the costs and expenses of the
Secured Parties and their representatives which are due and
payable under the relevant Secured Instruments and which
constitute Secured Obligations as of such Distribution Date,
and, if such moneys shall be insufficient to pay such sums
in full, then ratably to the Secured Parties in proportion
to such sums; and

Fifth: any surplus then remaining shall be paid to the
Company or its successors or assigns or to whomsoever may be
lawfully entitled to receive the same or as a court of
competent jurisdiction may direct.

(b) The term "unpaid" as used in clause Third of
subsection 3.4(a) refers:

(i) in the absence of a bankruptcy proceeding
with respect to the Company, to all amounts of Secured
Obligations outstanding as of a Distribution Date, and

(ii) during the pendency of a bankruptcy
proceeding with respect to the Company, to all amounts
allowed by the bankruptcy court in respect of Secured
Obligations as a basis for distribution (including
estimated amounts, if any, allowed in respect of
contingent claims),

to the extent that prior distributions (whether actually
distributed or set aside pursuant to subsection 3.5) have not
been made in respect thereof.

(c) The Trustee shall make all payments and
distributions under this subsection 3.4: (i) on account of
Credit Agreement Obligations to the Administrative Agent for
re-distribution in accordance with the provisions of the Credit
Agreement; (ii) on account of Secured Swap Obligations to the
respective Lender Swap Counterparties with respect thereto; and
(iii) on account of Public Debt Obligations (subject to
subsection 3.5) to the Public Debt Trustee for re-distribution in
accordance with the provisions of the Indenture.

3.5 Application of Moneys Distributable to Public Debt
Trustee. If at any time any moneys collected or received by the
Trustee pursuant to this Trust Agreement are distributable
pursuant to subsection 3.4 to the Public Debt Trustee, and if the
Public Debt Trustee shall notify the Trustee in writing that no
provision is made under the Indenture for the application by such
Public Debt Trustee of such moneys (whether because the Secured
Obligations issued under such Indenture have not become due and
payable or otherwise) and that such Indenture does not
effectively provide for the receipt and the holding by such
Public

<PAGE>
8

Debt Trustee of such moneys pending the application thereof, then
the Trustee, after receipt of such notification, shall, at the
direction of the Public Debt Trustee, invest such amounts in Cash
Equivalents maturing within 90 days after they are acquired by
the Trustee and shall hold all such amounts so distributable and
all such investments and the net proceeds thereof in trust solely
for such Public Debt Trustee (in its capacity as trustee) and for
no other purpose until such time as such Public Debt Trustee
shall request in writing the delivery thereof by the Trustee for
application pursuant to such Indenture.

3.6 Trustee's Calculations. In making the
determinations and allocations required by subsection 3.4, the
Trustee may rely upon information supplied by the Administrative
Agent as to the amounts payable with respect to Credit Agreement
Obligations, upon information provided by any Lender Swap
Counterparty as to the amount payable with respect to any Swap
Obligation owing to such Lender Swap Counterparty, or upon
information supplied by the Public Debt Trustee as to the amounts
of unpaid principal and interest outstanding with respect to the
Public Debt Obligations, and the Trustee shall have no liability
to any of the Secured Parties for actions taken in reliance on
such information. All distributions made by the Trustee pursuant
to subsection 3.4 shall be (subject to any decree of any court of
competent jurisdiction) final, and the Trustee shall have no duty
to inquire as to the application by the Administrative Agent or
the Public Debt Trustee of any amounts distributed to them.

3.7 Pro Rata Sharing. If, through the operation of
any bankruptcy, reorganization, insolvency or other laws or
otherwise, the Trustee's security interest hereunder and under
the Security Documents is enforced with respect to some, but not
all, of the Secured Obligations then outstanding, the Trustee
shall nonetheless apply the proceeds of the Shared Collateral for
the benefit of the holders of all Secured Obligations in the
proportions and subject to the priorities specified herein. To
the extent that the Trustee distributes Proceeds collected with
respect to Secured Obligations held by one holder to or on behalf
of Secured Obligations held by a second holder, the first holder
shall be deemed to have purchased a participation in the Secured
Obligations held by the second holder, or shall be subrogated to
the rights of the second holder to receive any subsequent
payments and distributions made with respect to the portion
thereof paid or to be paid by the application of such Proceeds.

SECTION 4.
AGREEMENTS WITH TRUSTEE

4.1 Delivery of Secured Instruments. Within 30 days
after the Effective Date, the Company shall deliver to the
Trustee true and complete copies of all Secured Instruments as in
effect on the Effective Date. The Company shall deliver to the
Trustee, promptly upon the execution thereof, a true and complete
copy of all Secured Instruments entered into after the Effective
Date and of all amendments, modifications or supplements to any
Secured Instrument entered into after the Effective Date.

<PAGE>
9

4.2 Information as to Secured Parties, Administrative
Agent and Public Debt Trustee. The Company shall deliver to the
Trustee, within 30 days after the Effective Date, within 30 days
after each anniversary of the Effective Date, and from time to

time upon request of the Trustee, a list setting forth as of a
date not more than 30 days prior to the date of such delivery,
(i) the aggregate unpaid principal amount of Credit Agreement
Obligations outstanding and the name and address of the
Administrative Agent, (ii) the terms of any outstanding Secured
Swap Obligations and the name and address of each Lender Swap
Counterparty and (iii) the aggregate unpaid principal amount of
Public Debt Obligations outstanding under the Indenture and the
name and address of the Public Debt Trustee thereunder. In
addition, the Company will promptly notify the Trustee of each
change in the identity of the Administrative Agent or the Public
Debt Trustee.

4.3 Compensation and Expenses. The Company agrees to
pay to the Trustee, from time to time upon demand, (i) reasonable
compensation (which shall not be limited by any provision of law
in regard to compensation of fiduciaries or of a trustee of an
express trust) for its services hereunder and under the Security
Documents and for administering the Trust Estate and (ii) all of
the fees, costs and expenses of the Trustee (including, without
limitation, the reasonable fees and disbursements of its counsel)
(A) arising in connection with the preparation, execution,
delivery, modification, and termination of this Trust Agreement
and each Security Document or the enforcement of any of the
provisions hereof or thereof, (B) incurred or required to be
advanced in connection with the administration of the Trust
Estate, the sale or other disposition of Shared Collateral
pursuant to any Security Document and the preservation,
protection or defense of the Trustee's rights under this Trust
Agreement and the Security Documents and in and to the Shared
Collateral and the Trust Estate or (C) incurred by the Trustee in
connection with the removal of the Trustee pursuant to subsection
5.7(a). The obligations of the Company under this subsection 4.3
shall survive the termination of the other provisions of this
Trust Agreement.

4.4 Stamp and Other Similar Taxes. The Company agrees
to indemnify and hold harmless the Trustee, the Administrative
Agent, the Public Debt Trustee and each Secured Party from any
present or future claim for liability for any stamp or any other
similar tax, and any penalties or interest with respect thereto,
which may be assessed, levied or collected by any jurisdiction in
connection with this Trust Agreement, any Security Document, the
Trust Estate or any Shared Collateral. The obligations of the
Company under this subsection 4.4 shall survive the termination
of the other provisions of this Trust Agreement.

4.5 Filing Fees, Excise Taxes, Etc. The Company
agrees to pay or to reimburse the Trustee for any and all
payments made by the Trustee in respect of all search, filing,
recording and registration fees, taxes, excise taxes and other
similar imposts which may be payable or determined to be payable
in respect of the execution and delivery of this Trust Agreement
and each Security Document. The obligations of the Company under

this subsection 4.5 shall survive the termination of the other
provisions of this Trust Agreement.

4.6 Indemnification. The Company agrees to pay,
indemnify, and hold the Trustee, the Administrative Agent and
each Public Debt Trustee harmless from and against

<PAGE>
10

any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses (including, without
limitation, the reasonable fees of counsel) or disbursements of
any kind or nature whatsoever with respect to the execution,
delivery, enforcement, performance and administration of this
Trust Agreement and the Security Documents, unless arising from
the gross negligence or willful misconduct of the indemnified
party. In any suit, proceeding or action brought by the Trustee
under or with respect to any contract, agreement, interest or
obligation constituting part of the Shared Collateral for any sum
owing thereunder, or to enforce any provisions thereof, the
Company will save, indemnify and keep the Trustee, the
Administrative Agent, the Public Debt Trustee and the Secured
Parties harmless from and against all expense, loss or damage
suffered by reason of any defense, setoff, counterclaim,
recoupment or reduction of liability whatsoever of the obligor
thereunder, arising out of a breach by the Company of any
obligation thereunder or arising out of any other agreement,
indebtedness or liability at any time owing to or in favor of
such obligor or its successors from the Company, and all such
obligations of the Company shall be and remain enforceable
against and only against the Company and shall not be enforceable
against the Trustee, the Administrative Agent, the Public Debt
Trustee or any Secured Party. The agreements in this subsection
4.6 shall survive the termination of the other provisions of this
Trust Agreement.

4.7 Trustee's Lien. Notwithstanding anything to the
contrary in this Trust Agreement, as security for the payment of
Trustee Fees (i) the Trustee is hereby granted a lien upon all
Shared Collateral and (ii) the Trustee shall have the right to
use and apply any of the funds held by the Trustee in the
Collateral Account to cover such Trustee Fees.

4.8 Further Assurances. At any time and from time to
time, upon the written request of the Trustee, and at the expense
of the Company, the Company will promptly execute and deliver any
and all such further instruments and documents and take such
further action as is necessary or reasonably requested further to
perfect, or to protect the perfection of, the liens and security
interests granted under the Security Documents, including,
without limitation, the filing of any financing or continuation
statements under the Uniform Commercial Code in effect in any

jurisdiction. In addition to the foregoing, at any time and from
time to time, upon the written request of the Trustee (which
shall be made only upon the written direction of the
Administrative Agent), and at the expense of the Company, the
Company will promptly execute and deliver any and all such
further instruments and documents and take such further action as
the Trustee has been so directed is necessary or reasonably
requested to obtain the full benefits of this Trust Agreement and
the Security Documents and of the rights and powers herein and
therein granted, including, without limitation, the filing of any
financing or continuation statements under the Uniform Commercial
Code in effect in any jurisdiction with respect to the liens and
security interests granted by the Security Documents. The
Company also hereby authorizes the Trustee to sign and to file
any such financing or continuation statements without the
signature of the Company to the extent permitted by applicable
law.

<PAGE>
11

SECTION 5.
THE TRUSTEE

5.1 Acceptance of Trust. The Trustee, for itself and
its successors, hereby accepts the trusts created by this Trust
Agreement upon the terms and conditions hereof.

5.2 Exculpatory Provisions. 1. The Trustee shall not
be responsible in any manner whatsoever for the correctness of
any recitals, statements, representations or warranties herein,
all of which are made solely by the Company. The Trustee makes
no representations as to the value or condition of the Trust
Estate or any part thereof, or as to the title of the Company
thereto or as to the security afforded by this Trust Agreement or
any Security Document, or as to the validity, execution (except
its execution), enforceability, legality or sufficiency of this
Trust Agreement, the Security Documents or the Secured
Obligations, and the Trustee shall incur no liability or
responsibility in respect of any such matters.

(b) The Trustee shall not be required to ascertain or
inquire as to the performance by the Company of any of the
covenants or agreements contained herein or in any Security
Document or Secured Instrument. Whenever it is necessary, or in
the opinion of the Trustee advisable, for the Trustee to
ascertain the amount of Secured Obligations then held by Secured
Parties, the Trustee may rely on a certificate of the Public Debt
Trustee, in the case of Public Debt Obligations, a certificate of
the applicable Lender Swap Counterparty, in the case of Secured
Swap Obligations, or a certificate of the Administrative Agent,
in the case of Credit Agreement Obligations, and, if the Public
Debt Trustee, any Lender Swap Counterparty or the Administrative
Agent shall not give such information to the Trustee, it shall

not be entitled to receive distributions hereunder (in which case
distributions to those Persons who have supplied such information
to the Trustee shall be calculated by the Trustee using, for
those Persons who have not supplied such information, the list
then most recently delivered by the Company pursuant to
subsection 4.2), and the amount so calculated to be distributed
to the Person who fails to give such information shall be held in
trust for such Person until such Person does supply such
information to the Trustee, whereupon on the next Distribution
Date the amount distributable to such Person shall be
recalculated using such information and distributed to it.

(c) The Trustee shall be under no obligation or duty
to take any action under this Trust Agreement or any Security
Document if taking such action (i) would subject the Trustee to a
tax in any jurisdiction where it is not then subject to a tax or
(ii) would require the Trustee to qualify to do business in any
jurisdiction where it is not then so qualified, unless the
Trustee receive security or indemnity satisfactory to it against
such tax (or equivalent liability), or any liability resulting
from such qualification, in each case as results from the taking
of such action under this Trust Agreement or any Security
Document.

(d) The Trustee shall have the same rights with
respect to any Secured Obligation held by it as any other Secured
Party and may exercise such rights as though it were not the
Trustee hereunder, and may accept deposits from, lend money to,
and generally

<PAGE>
12

engage in any kind of banking or trust business with the Company
as if it were not the Trustee.

(e) Delegation of Duties. The Trustee may execute any
of the trusts or powers hereof and perform any duty hereunder
either directly or by or through agents or attorneys-in-fact.
The Trustee shall be entitled to advice of counsel concerning all
matters pertaining to such trusts, powers and duties. The
Trustee shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it without gross
negligence or willful misconduct.

5.4 Reliance by Trustee. (a) Whenever in the
administration of this Trust Agreement or the Security Documents
the Trustee shall deem it necessary or desirable that a factual
matter be proved or established in connection with the Trustee
taking, suffering or omitting any action hereunder or thereunder,
such matter (unless other evidence in respect thereof is herein
specifically prescribed) may be deemed to be conclusively proved
or established by a certificate of a Responsible Officer

delivered to the Trustee, and such certificate shall be full
warrant to the Trustee for any action taken, suffered or omitted
in reliance thereon, subject, however, to the provisions of
subsection 5.5.

(b) The Trustee may consult with counsel, and any
Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered by it
hereunder or under any Security Document in accordance therewith.
The Trustee shall have the right at any time to seek instructions
concerning the administration of this Trust Agreement and the
Security Documents from any court of competent jurisdiction.

(c) The Trustee may rely, and shall be fully protected
in acting, upon any resolution, statement, certificate,
instrument, opinion, report, notice, request, consent, order,
bond or other paper or document which it has no reason to believe
to be other than genuine and to have been signed or presented by
the proper party or parties or, in the case of cables, telecopies
and telexes, to have been sent by the proper party or parties.
In the absence of its own gross negligence or willful misconduct,
the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Trust Agreement.

(d) The Trustee shall not be under any obligation to
exercise any of the rights or powers vested in the Trustee by
this Trust Agreement and the Security Documents, at the request
or direction of the Required Secured Parties pursuant to this
Trust Agreement or otherwise, unless the Trustee shall have been
provided adequate security and indemnity against the costs,
expenses and liabilities which may be incurred by the Trustee in
compliance with such request or direction, including such
reasonable advances as may be requested by the Trustee.

(e) Upon any application or demand by the Company
(except any such application or demand which is expressly
permitted to be made orally) to the Trustee to take or permit any
action under any of the provisions of this Trust Agreement or any
Security

<PAGE>
13

Document, the Company shall furnish to the Trustee a certificate
of a Responsible Officer stating that all conditions precedent,
if any, provided for in this Trust Agreement, in any relevant
Security Document or in the Credit Agreement relating to the
proposed action have been complied with, and in the case of any
such application or demand as to which the furnishing of any
document is specifically required by any provision of this Trust
Agreement or a Security Document relating to such particular

application or demand, such additional document shall also be
furnished.

(f) Any Opinion of Counsel may be based, insofar as it
relates to factual matters, upon a certificate of a Responsible
Officer or representations made by a Responsible Officer in a
writing filed with the Trustee.

5.5 Limitations on Duties of Trustee. 2. Unless a
Notice of Acceleration is in effect, the Trustee shall be
obligated to perform such duties and only such duties as are
specifically set forth in this Trust Agreement and the Security
Documents, and no implied covenants or obligations shall be read
into this Trust Agreement or any Security Document against the
Trustee. If and so long as a Notice of Acceleration is in
effect, the Trustee may, subject to the provisions of subsection
2.4(b), exercise the rights and powers vested in the Trustee by
this Trust Agreement and the Security Documents, and shall not be
liable with respect to any action taken, or omitted to be taken,
in accordance with the direction of the Required Secured Parties.

(b) Except as herein otherwise expressly provided, the
Trustee shall not be under any obligation to take any action
which is discretionary with the Trustee under the provisions
hereof or of any Security Document except upon the written
request of the Required Secured Parties. The Trustee shall make
available for inspection and copying by the Administrative Agent
and each Public Debt Trustee each certificate or other paper
furnished to the Trustee by the Company under or in respect of
this Trust Agreement or any Security Document or any of the
Shared Collateral.

(c) No provision of this Trust Agreement or of any
Security Document shall be deemed to impose any duty or
obligation on the Trustee to perform any act or acts or exercise
any right, power, duty or obligation conferred or imposed on it,
in any jurisdiction in which it shall be illegal, or in which the
Trustee shall be unqualified or incompetent, to perform any such
act or acts or to exercise any such right, power, duty or
obligation or if such performance or exercise would constitute
doing business by the Trustee in such jurisdiction or impose a
tax on the Trustee by reason thereof.

5.6 Moneys to be Held in Trust. All moneys received
by the Trustee under or pursuant to any provision of this Trust
Agreement or any Security Document (except Trustee Fees) shall be
held in trust for the purposes for which they were paid or are
held.

5.7 Resignation and Removal of the Trustee. 3. The
Trustee may at any time, by giving written notice to the Company,
the Administrative Agent and the Public Debt Trustee, resign and
be discharged of the responsibilities hereby created, such

resignation to become effective upon (i) the appointment of a
successor Trustee, (ii) the acceptance of such

<PAGE>
14

appointment by such successor Trustee and (iii) the approval of
such successor Trustee evidenced by one or more instruments
signed by the Administrative Agent. If no successor Trustee
shall be appointed and shall have accepted such appointment
within 90 days after the Trustee gives the aforesaid notice of
resignation, the Trustee, the Administrative Agent, the Public
Debt Trustee or any Secured Party may apply to any court of
competent jurisdiction to appoint a successor Trustee to act
until such time, if any, as a successor Trustee shall have been
appointed as provided in this subsection 5.7. Any successor so
appointed by such court shall immediately and without further act
be superseded by any successor Trustee appointed by the
Administrative Agent as provided in subsection 5.7(b). The
Administrative Agent may, at any time upon giving 30 days' prior
written notice thereof to the Trustee and the Public Debt
Trustee, remove the Trustee and appoint a successor Trustee, such
removal to be effective upon the acceptance of such appointment
by the successor. The Trustee shall be entitled to Trustee Fees
to the extent incurred or arising, or relating to events
occurring, before such resignation or removal.

(b) If at any time the Trustee shall resign or be
removed or otherwise become incapable of acting, or if at any
time a vacancy shall occur in the office of the Trustee for any
other cause, a successor Trustee may be appointed by the
Administrative Agent. The powers, duties, authority and title of
the predecessor Trustee shall be terminated and cancelled without
procuring the resignation of such predecessor and without any
other formality (except as may be required by applicable law)
than appointment and designation of a successor in writing duly
acknowledged and delivered to the predecessor and the Company.
Such appointment and designation shall be full evidence of the
right and authority to make the same and of all the facts therein
recited, and this Trust Agreement and the Security Documents
shall vest in such successor, without any further act, deed or
conveyance, all the estates, properties, rights, powers, trusts,
duties, authority and title of its predecessor; but such
predecessor shall, nevertheless, on the written request of the
Administrative Agent, the Company, or the successor, execute and
deliver an instrument transferring to such successor all the
estates, properties, rights, powers, trusts, duties, authority
and title of such predecessor hereunder and under the Security
Documents and shall deliver all Shared Collateral held by it or
its agents to such successor. Should any deed, conveyance or
other instrument in writing from the Company be required by any
successor Trustee for more fully and certainly vesting in such
successor the estates, properties, rights, powers, trusts,

duties, authority and title vested or intended to be vested in
the predecessor Trustee, any and all such deeds, conveyances and
other instruments in writing shall, on request of such successor,
be executed, acknowledged and delivered by the Company. If the
Company shall not have executed and delivered any such deed,
conveyance or other instrument within 10 days after it received a
written request from the successor Trustee to do so, or if a
Notice of Acceleration is in effect, the predecessor Trustee may
execute the same on behalf of the Company. The Company hereby
appoints any predecessor Trustee as its agent and attorney to act
for it as provided in the next preceding sentence.

5.8 Status of Successor Trustee. Every successor
Trustee appointed pursuant to subsection 5.7 shall be a bank or
trust company in good standing and having power to act as Trustee
hereunder, incorporated under the laws of the United States of
America or any State thereof or the District of Columbia and
having its principal corporate trust office within

<PAGE>
15

the 48 contiguous States and shall also have capital, surplus and
undivided profits of not less than $100,000,000, if there be such
an institution with such capital, surplus and undivided profits
willing, qualified and able to accept the trust hereunder upon
reasonable or customary terms.

5.9 Merger of the Trustee. Any corporation into which
the Trustee may be merged, or with which it may be consolidated,
or any corporation resulting from any merger or consolidation to
which the Trustee shall be a party, shall be Trustee under this
Trust Agreement and the Security Documents without the execution
or filing of any paper or any further act on the part of the
parties hereto.

5.10 Co-Trustee; Separate Trustee. 4. If at any time
or times it shall be necessary or prudent in order to conform to
any law of any jurisdiction in which any of the Shared Collateral
shall be located, or to avoid any violation of law or imposition
on the Trustee of taxes by such jurisdiction not otherwise
imposed on the Trustee, or the Trustee shall be advised by
counsel, satisfactory to it, that it is necessary or prudent in
the interest of the Secured Parties, or the Administrative Agent
or the Public Debt Trustee shall in writing so request the
Trustee and the Company, or the Trustee shall deem it desirable
for its own protection in the performance of its duties hereunder
or under any Security Document, the Trustee and the Company shall
execute and deliver all instruments and agreements necessary or
proper to constitute another bank or trust company, or one or
more persons approved by the Trustee and the Company, either to
act as co-trustee or co-trustees of all or any of the Shared
Collateral under this Trust Agreement or under any of the

Security Documents, jointly with the Trustee originally named
herein or therein or any successor Trustee, or to act as separate
trustee or trustees of any of the Shared Collateral. If the
Company shall not have joined in the execution of such
instruments and agreements within 10 days after it receives a
written request from the Trustee to do so, or if a Notice of
Acceleration is in effect, the Trustee may act under the
foregoing provisions of this subsection 5.10(a) without the
concurrence of the Company and execute and deliver such
instruments and agreements on behalf of the Company. The Company
hereby appoints the Trustee as its agent and attorney to act for
it under the foregoing provisions of this subsection 5.10(a) in
either of such contingencies.

(b) Every separate trustee and every co-trustee, other
than any successor Trustee appointed pursuant to subsection 5.7,
shall, to the extent permitted by law, be appointed and act and
be such, subject to the following provisions and conditions:

(i) all rights, powers, duties and obligations
conferred upon the Trustee in respect of the custody,
control and management of moneys, papers or securities
shall be exercised solely by the Trustee or any agent
appointed by the Trustee;

(ii) all rights, powers, duties and obligations
conferred or imposed upon the Trustee hereunder and
under the relevant Security Document or Documents shall
be conferred or imposed and exercised or performed by
the Trustee and such separate trustee or separate
trustees or co-trustee or

<PAGE>
16

co-trustees, jointly, as shall be provided in the
instrument appointing such separate trustee or separate
trustees or co-trustee or co-trustees, except to the
extent that under any law of any jurisdiction in which
any particular act or acts are to be performed the
Trustee shall be incompetent or unqualified to perform
such act or acts, or unless the performance of such act
or acts would result in the imposition of any tax on
the Trustee which would not be imposed absent such
joint act or acts, in which event such rights, powers,
duties and obligations shall be exercised and performed
by such separate trustee or separate trustees or
co-trustee or co-trustees;

no power given hereby or by the relevant Security
Documents to, or which it is provided herein or therein may be
exercised by, any such co-trustee or co-trustees or separate
trustee or separate trustees shall be exercised hereunder or

thereunder by such co-trustee or co-trustees or separate trustee
or separate trustees except jointly with, or with the consent in
writing of, the Trustee, anything contained herein to the
contrary notwithstanding;

(iii) no trustee hereunder shall be personally liable
by reason of any act or omission of any other trustee
hereunder; and

(iv) the Company and the Trustee, at any time by an
instrument in writing executed by them jointly, may accept
the resignation of or remove any such separate trustee or
co-trustee and, in that case by an instrument in writing
executed by them jointly, may appoint a successor to such
separate trustee or co-trustee, as the case may be, anything
contained herein to the contrary notwithstanding. If the
Company shall not have joined in the execution of any such
instrument within 10 days after it receives a written
request from the Trustee to do so, or if a Notice of
Acceleration is in effect, the Trustee shall have the power
to accept the resignation of or remove any such separate
trustee or co-trustee and to appoint a successor without the
concurrence of the Company, the Company hereby appointing
the Trustee its agent and attorney to act for it in such
connection in such contingency. If the Trustee shall have
appointed a separate trustee or separate trustees or
co-trustee or co-trustees as above provided, the Trustee may
at any time, by an instrument in writing, accept the
resignation of or remove any such separate trustee or
co-trustee and the successor to any such separate trustee or
co-trustee shall be appointed by the Company and the
Trustee, or by the Trustee alone pursuant to this subsection
5.10(b).

5.11 Treatment of Payee or Indorsee by Trustee;
Representatives of Secured Parties. 5. The Trustee may treat
the registered holder or, if none, the payee or indorsee of any
promissory note or debenture evidencing a Secured Obligation as
the absolute owner thereof for all purposes and shall not be
affected by any notice to the contrary, whether such promissory
note or debenture shall be past due or not.

(b) Any Person (other than the Administrative Agent
and the Public Debt Trustee) which shall be designated as the
duly authorized representative of one or more Secured Parties to
act as such in connection with any matters pertaining to this
Trust Agreement or the Shared Collateral shall present to the
Trustee such documents, including, without limitation, Opinions
of Counsel, as the Trustee may reasonably require, in order to

<PAGE>
17

demonstrate to the Trustee the authority of such Person to act as
the representative of such Secured Parties (it being understood
that the holders of Credit Agreement Obligations are represented
hereunder by the Administrative Agent and shall have no other
rights pursuant to this subsection 5.11(b)). The authority of
the Administrative Agent and the Public Debt Trustee shall be
demonstrated by their inclusion as such in the lists from time to
time delivered pursuant to subsection 4.2.

SECTION 6.
MISCELLANEOUS

6.1 Notices. Unless otherwise specified herein, all
notices, requests, demands or other communications given to the
Company, the Trustee, the Administrative Agent or the Public Debt
Trustee shall be given in writing or by facsimile transmission
and shall be deemed to have been duly given when personally
delivered or when duly deposited in the mails, registered or
certified mail postage prepaid, or when transmitted by facsimile
transmission, addressed (i) if to the Company or the Trustee, to
such party at its address specified on the signature pages hereof
or any other address which such party shall have specified as its
address for the purpose of communications hereunder, by notice
given in accordance with this subsection 6.1 to the party sending
such communication or (ii) if to the Administrative Agent or the
Public Debt Trustee, to it at its address specified from time to
time in the list provided by the Company to the Trustee pursuant
to subsection 4.2; provided that any notice, request or demand to
the Trustee shall not be effective until received by the Trustee
in the corporate trust division at the office designated by it
pursuant to this subsection 6.1.

6.2 No Waivers. No failure on the part of the
Trustee, any co-trustee, any separate trustee, the Administrative
Agent, the Public Debt Trustee or any Secured Party to exercise,
no course of dealing with respect to, and no delay in exercising,
any right, power or privilege under this Trust Agreement or any
Security Document shall operate as a waiver thereof nor shall any
single or partial exercise of any such right, power or privilege
preclude any other or further exercise thereof or the exercise of
any other right, power or privilege.

6.3 Amendments, Supplements and Waivers. 6. With the
written consent of the Administrative Agent, the Trustee and the
Company may, from time to time, enter into written agreements
supplemental hereto or to any Security Document for the purpose
of adding to, or waiving any provisions of, this Trust Agreement
or any Security Document or changing in any manner the rights of
the Trustee, the Secured Parties or the Company hereunder or
thereunder; provided that no such supplemental agreement shall
(i) amend, modify or waive any provision of this subsection 6.3
without the written consent of the Administrative Agent and the
Public Debt Trustee, (ii) reduce the percentages or change the
numbers specified in the definition of Required Secured Parties

or amend, modify or waive any provision of subsection 3.4 or the
definition of Secured Obligations without the written consent of
each Secured Party whose rights would be adversely affected
thereby or (iii) amend, modify or waive any provision of Section
4 or 5 or alter the duties, rights or obligations of the Trustee
hereunder or under the Security Documents without the written

<PAGE>
18

consent of the Trustee. Any such supplemental agreement shall be
binding upon the Company, the Administrative Agent, the Public
Debt Trustee, the Secured Parties and the Trustee and their
respective successors. The Trustee shall not enter into any such
supplemental agreement unless the Trustee shall have received an
Opinion of Counsel to the effect that such supplemental agreement
will not result in a breach of any provision or covenant
contained in the Indenture which requires the securing of the
indebtedness outstanding thereunder equally and ratably with
other obligations or indebtedness of the Company.

(b) Without the consent of the Administrative Agent,
the Public Debt Trustee or any Secured Party, the Trustee and the
Company, at any time and from time to time, may enter into one or
more agreements supplemental hereto or to any Security Document,
in form satisfactory to the Trustee, (i) to add to the covenants
of the Company for the benefit of the Secured Parties or to
surrender any right or power herein conferred upon the Company;
(ii) to mortgage or pledge to the Trustee, or grant a security
interest in favor of the Trustee in, any property or assets as
additional security for the Secured Obligations; or (iii) to cure
any ambiguity, to correct or supplement any provision herein or
in any Security Document which may be defective or inconsistent
with any other provision herein or therein, or to make any other
provision with respect to matters or questions arising hereunder
which shall not be inconsistent with any provision hereof;
provided that any such action contemplated by this clause (iii)
shall not adversely affect the interests of the Secured Parties.

6.4 Headings. The table of contents and the headings
of Sections and subsections have been included herein and in the
Security Documents for convenience only and should not be
considered in interpreting this Trust Agreement or the Security
Documents.

6.5 Severability. Any provision of this Trust
Agreement which is prohibited or unenforceable in any
jurisdiction shall not invalidate the remaining provisions
hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.

6.6 Successors and Assigns. This Trust Agreement
shall be binding upon and inure to the benefit of each of the
parties hereto and shall inure to the benefit of each of the
Secured Parties and their respective successors and assigns, and
nothing herein is intended or shall be construed to give any
other Person any right, remedy or claim under, to or in respect
of this Trust Agreement or any Shared Collateral.

6.7 Currency Conversions. In calculating the amount
of Secured Obligations for any purpose hereunder, including,
without limitation, voting or distribution purposes, the amount
of any Secured Obligation which is denominated in a currency
other than Dollars shall be converted into Dollars at the spot
rate for purchasing Dollars with such currency as set forth in
THE WALL STREET JOURNAL on the business day prior to the date on
which such calculation is to be made.

6.8 Governing Law. This Trust Agreement shall be
governed by, and construed and interpreted in accordance with,
the laws of the State of New York.

<PAGE>
19

6.9 Counterparts. This Trust Agreement may be signed
in any number of counterparts with the same effect as if the
signatures thereto and hereto were upon the same instrument.

6.10 Termination. (a) Upon (i) receipt by the
Trustee from the Administrative Agent of (A) a written direction
to cause the liens created by subsection 4.7 and by the Security
Documents to be released and discharged or (B) a written notice
stating that the Credit Agreement has terminated in accordance
with the terms thereof, and (ii) payment in full of all Trustee
Fees, the security interests created by subsection 4.7 and by the
Security Documents shall terminate forthwith and all right, title
and interest of the Trustee in and to the Shared Collateral shall
revert to the Company, its successors and assigns.

(b) Upon the termination of the Trustee' security
interest and the release of the Shared Collateral in accordance
with subsection 6.10(a), the Trustee will promptly, at the
Company's written request and expense, (i) execute and deliver to
the Company such documents as the Company shall reasonably
request to evidence the termination of such security interest or
the release of the Shared Collateral and (ii) deliver or cause to
be delivered to the Company all property of the Company then held
by the Trustee or any agent thereof.

(c) This Trust Agreement shall terminate when the
security interest granted under the Security Documents has
terminated and the Shared Collateral has been released; provided

that the provisions of subsections 4.3, 4.4, 4.5 and 4.6 shall
not be affected by any such termination.

<PAGE>
20

IN WITNESS WHEREOF, the parties hereto have caused this
Trust Agreement to be duly executed by their respective
authorized officers as of the day and year first written above.

[SEAL] SANTA FE PACIFIC CORPORATION

Attest:
By /s/ Patrick J. Ottensmeyer
----------------------------
Patrick J. Ottensmeyer
Title: Vice President-Finance

By /s/ Marsha K. Morgan
-------------------------
Marsha K. Morgan
Title: Corporate Secretary
1700 East Golf Road
Shaumburg, Illinois 60173
Attention: Vice President-Finance
Fax: (708) 995-6466

[SEAL] HARRIS TRUST AND SAVINGS BANK,
as Trustee

Attest:
By /s/ K. R. Richardson
----------------------------
K. R. Richardson
Title: Trust Officer
By /s/ Robert D. Foltz
-------------------------
Robert D. Foltz
Title: Assistant Secretary Indenture Trust Administration
12th Floor
311 West Monroe Street
Chicago, Illinois 60606
Attention: Keith Richardson
Fax: (312) 461-3525

<PAGE>

The Company

STATE OF ILLINOIS )
: ss:
COUNTY OF COOK )

On the 30th day of March, 1995, before me personally
came Patrick J. Ottensmeyer and Marsha K. Morgan, to me
personally known and known to me to be the persons described in
and who executed the foregoing instrument as Vice President-
Finance and Secretary, respectively, of SANTA FE PACIFIC
CORPORATION, who, being by me duly sworn, did depose and say that
they reside at Lake Forest, Illinois and Inverness, Illinois,
respectively; that they are Vice President-Finance and Secretary,
respectively, of SANTA FE PACIFIC CORPORATION, one of the
corporations described in and which executed the foregoing
instrument; that they know the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that said
instrument was signed and sealed on behalf of said corporation by
order of its Board of Directors; that they signed their names
thereto by like order; and that they acknowledged said instrument
to be the free act and deed of said corporation.

/s/ Charlene Schwartz
------------------------
Charlene Schwartz

[NOTARIAL SEAL]

<PAGE>

The Trustee

STATE OF ILLINOIS )
: ss:
COUNTY OF )
------------

On the 30th day of March, 1995, before me personally
came K. Richardson and R. Foltz, to me personally known and known
to me to be the persons described in and who executed the
foregoing instrument as Trust Officer and Assistant Secretary,
respectively, of HARRIS TRUST AND SAVINGS BANK who, being by me
duly sworn, did depose and say that they reside at Orland Park,
IL and Chicago, IL, respectively; that they are Trust Officer and
Assistant Secretary, respectively, of HARRIS TRUST AND SAVINGS
BANK, one of the corporations described in and which executed the
foregoing instrument; that they know the seal of said
corporation; that the seal affixed to said instrument is such
corporate seal; that said instrument was signed and sealed on
behalf of said corporation in accordance with its by-laws; that
they signed their names thereto by like order; and that they
acknowledged said instrument to be the free act and deed of said
corporation.

/s/ J. Muzquiz
--------------------------
J. Muzquiz

[NOTARIAL SEAL]

<PAGE>

SCHEDULE I
To Trust
Agreement

CERTAIN DEFINITIONS

The following terms shall have the respective meanings
set forth below:

"Administrative Agent" shall mean Morgan Guaranty Trust
Company of New York, in its capacity as Administrative Agent
under the Credit Agreement, and any successor Administrative
Agent appointed thereunder.

"business day" shall mean any day other than a day on
which banks in New York City or in the city in which the
principal corporate trust office of the Trustee is located are
authorized or required by law to close.

"Cash Equivalent" shall mean (i) securities issued or
directly and fully guaranteed or insured by the United States
Government or any agency or instrumentality thereof having
maturities of not more than six months from the date of
acquisition, (ii) certificates of deposit and eurodollar time
deposits with maturities of six months or less from the date of
acquisition, bankers' accpetances with maturities not exceeding
six months and overnight bank deposits, in each case, with any
commercial bank having equity capital in excess of $500,000,000
which has, or the holding company of which has, at the time of
purchase, commercial paper ratings meeting the requirements
specified in clause (iv) below, (iii) repurchase obligations with
a term of not more than seven days for underlying securities of
the types described in clause (i) or (iv) of this definition
(without regard to the final maturity of the underlying security)
entered into with any financial institution meeting the
qualifications specified in clause (ii) above or any primary
dealer in U.S. government securities, and (iv) commercial paper
rated at least A-1 or the equivalent thereof by Standard & Poor's
Ratings Group and at least P-1 or the equivalent thereof by
Moody's Investors Service, Inc. at the time of purchase and in
each case maturing within six months after the date of
acquisition.

"Code" shall mean the Uniform Commercial Code as in
effect in the State of New York.

"Collateral Account" shall have the meaning assigned in
subsection 3.1 of the Trust Agreement.

"Company" shall mean Santa Fe Pacific Corporation, a
Delaware corporation.

"Credit Agreement" shall mean the Credit Agreement,
dated as of January 27, 1995, among (i) the Company, (ii) the
several banks and other financial institutions

<PAGE>
2

from time to time parties thereto, (iii) J.P. Morgan Securities
Inc., as Arranger, (iv) Chase Securities, Inc., Chemical
Securities Inc., Goldman, Sachs & Co. and Union Bank of
Switzerland, as Co-Arrangers, (v) Morgan Guaranty Trust Company
of New York, The Chase Manhattan Bank (National Association),
Chemical Bank, Pearl Street L.P. and Union Bank of Switzerland,
as Arranging Agents, and (vi) Morgan Guaranty Trust Company of
New York, as Documentation Agent and as Administrative Agent, as
the same may from time to time be amended, modified,
supplemented, extended or renewed.

"Credit Agreement Obligations" shall mean the
obligations of the Company described in clause (i) of the
definition of "Obligations" contained in Section 1 of the Stock
Pledge Agreement.

"Distribution Date" shall mean each date fixed by the
Trustee for a distribution to the Secured Parties of funds held
in the Collateral Account, the first of which shall be within 120
days after the Trustee receives a Notice of Acceleration and the
remainder of which shall be monthly thereafter on the day of the
month corresponding to the first Distribution Date (or, if there
be no such corresponding day, the last day of such month)
provided that if any such day is not a business day, such
Distribution Date shall be the next business day.

"Dollars" and "$" shall mean lawful currency of the
United States of America.

"Effective Date" shall mean March 31, 1995.

"Indenture" shall mean the Indenture between the
Company and the Public Debt Trustee dated November 1, 1994, as
such Indenture is amended, modified or supplemented from time to
time.

"Lender Swap Counterparty" shall mean each Lender (as
defined in the Stock Pledge Agreement) to which any Secured Swap
Obligations are owing.

"Loans" shall have the meaning assigned in subsection
1.1 of the Credit Agreement.

"Notice of Acceleration" shall mean a notice delivered
to the Trustee by the Administrative Agent with respect to Credit
Agreement Obligations, or by the Public Debt Trustee with respect

to indebtedness outstanding under the Indenture, stating that (a)
the Loans have, or such indebtedness under the Indenture has, as
the case may be, not been paid in full at the stated final
maturity and any applicable grace period has expired or (b) a
default has occurred under the provisions of the relevant Secured
Instrument and, as a result thereof, the Loans have, or all such
indebtedness outstanding under the Indenture has, as the case may
be, become due and payable prior to the stated maturity thereof.
Each Notice of Acceleration shall be in substantially the form of
Schedule II to the Trust Agreement.

<PAGE>
3

"Opinion of Counsel" shall mean an opinion in writing
signed by legal counsel (other than an employee of the Company or
any affiliate of the Company) satisfactory to the Trustee, who
may be counsel regularly retained by the Trustee.

"Person" shall mean an individual, a corporation, a
partnership, an association, a trust or any other entity or
organization, including a government or political subdivision or
an agency or instrumentality thereof.

"Proceeds" shall mean all proceeds within the meaning
of the Code.

"Public Debt Obligations" shall mean the obligations of
the Company described in clause (iii) of the definition of
"Obligations" contained in Section 1 of the Stock Pledge
Agreement.

"Public Debt Trustee" shall mean The First National
Bank of Chicago, as Trustee, and any successor trustee appointed
under the Indenture.

"Required Secured Parties" shall mean, as of a
particular date, Secured Parties holding (or representing) more
than 50% of the aggregate principal amount of the Secured
Obligations outstanding under the Secured Instruments on such
date. For the purpose of this definition the Public Debt Trustee
under the Indenture shall be deemed to hold or represent, and
shall be entitled to vote and give notices and directions with
respect to, the Public Debt Obligations outstanding under the
Indenture in accordance with the terms thereof, and the
Administrative Agent shall be deemed to hold or represent, and
shall be entitled to vote and give notices and directions with
respect to, the Credit Agreement Obligations.

"Responsible Officer" shall mean, with respect to the
Company, the chairman of the board, the president, the treasurer,
the controller, any vice president or any other officer
designated for the purpose by its board of directors.

"Secured Instruments" shall mean at any time the Credit
Agreement and the Indenture.

"Secured Obligations" shall mean (i) the Credit
Agreement Obligations, (ii) the Secured Swap Obligations, (iii)
the Public Debt Obligations, and (iv) all sums payable by the
Company under the Trust Agreement or any Security Document
(including, without limitation, Trustee Fees).

"Secured Parties" shall mean at any time the holders of
the Secured Obligations.

"Secured Swap Obligations" shall mean the obligations
of the Company described in clause (ii) of the definition of
"Obligations" contained in Section 1 of the Stock Pledge
Agreement.

<PAGE>
4

"Security Documents" shall mean the Stock Pledge
Agreement and each agreement entered into pursuant to clause (ii)
of subsection 6.3(b) of the Trust Agreement.

"Shared Collateral" shall mean the Pledged Stock (as
defined in the Stock Pledge Agreement), all Proceeds of the
foregoing and all other property in which the Trustee is granted
a lien or security interest from time to time under the Trust
Agreement or any Security Document.

"Stock Pledge Agreement" shall mean the Amended and
Restated Stock Pledge Agreement, dated as of March 31, 1995,
among the Company, the Trustee and the Administrative Agent,
substantially in the form of Schedule II to the Trust Agreement,
as the same shall be amended, modified, supplemented, extended or
renewed from time to time.

"Trust Agreement" shall mean the Trust Agreement, dated
as of March 31, 1995, between the Company and the Trustee, as the
same may from time to time be amended or supplemented.

"Trust Estate" shall have the meaning assigned in the
Declaration of Trust in the Trust Agreement.

"Trustee" shall mean Harris Trust and Savings Bank, in
its capacity as trustee under the Trust Agreement, and any
successor trustee appointed thereunder.

"Trustee Fees" shall mean all fees, costs and expenses
of the Trustee of the types described in subsections 4.3, 4.4,
4.5 and 4.6 of the Trust Agreement.
<PAGE>

SCHEDULE II
To Trust
Agreement

NOTICE OF ACCELERATION

[Date]

To: Harris Trust and Savings Bank, as Trustee

Re: Trust Agreement, dated as of March 31, 1995, between Sante
Fe Pacific Corporation AND HARRIS TRUST AND SAVINGS BANK, AS
TRUSTEE (THE "TRUST AGREEMENT")

[The [Loans have] [indebtedness outstanding under the
Indenture has] not been paid in full at the stated final maturity
and any applicable grace period has expired.] [A default has
occurred under the provisions of the [Credit Agreement]
[Indenture] and, as a result thereof, the [Loans have]
[indebtedness outstanding under the Indenture has] become due and
payable prior to the stated maturity thereof.]

Terms defined in the Trust Agreement and used herein shall
have the meanings given to them in the Trust Agreement.

[MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as
Administrative Agent]
[THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee]

By:
------------------------
Name:
Title:

AMENDED AND RESTATED
STOCK PLEDGE AGREEMENT

AMENDED AND RESTATED STOCK PLEDGE AGREEMENT, dated as
of March 31, 1995, among (i) SANTA FE PACIFIC CORPORATION, a
Delaware corporation (the "Borrower"), (ii) HARRIS TRUST AND
SAVINGS BANK, as Trustee under the Trust Agreement described
below and as secured party hereunder (the "Trustee"), and (iii)
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as administrative
agent for the Lenders parties to the Credit Agreement described
below and as original secured party (the "Administrative Agent").

W I T N E S S E T H:

WHEREAS, the Borrower is a party to the Credit
Agreement, dated as of January 27, 1995 (as amended, supplemented
or otherwise modified from time to time, the "Credit Agreement"),
among (i) the Borrower, (ii) the Lenders named therein, (iii)
J.P. Morgan Securities Inc., as Arranger, (iv) Chase Securities,
Inc., Chemical Securities Inc., Goldman, Sachs & Co. and Union
Bank of Switzerland, as Co-Arrangers, (v) Morgan Guaranty Trust
Company of New York, The Chase Manhattan Bank (National
Association), Chemical Bank, Pearl Street L.P. and Union Bank of
Switzerland, as Arranging Agents, and (vi) Morgan Guaranty Trust
Company of New York, as Administrative Agent and as Documentation
Agent;

WHEREAS, pursuant to the Credit Agreement, the Lenders
have severally agreed to make, and have made, Loans to the
Borrower upon the terms and subject to the conditions set forth
therein;

WHEREAS, the Borrower is the legal and beneficial owner
of the Pledged Stock;

WHEREAS, pursuant to the Credit Agreement, and as a
condition precedent to the obligation of the Lenders to make
their respective Loans to the Borrower under the Credit
Agreement, the Borrower executed and delivered to the
Administrative Agent the Stock Pledge Agreement, dated as of
February 21, 1995 (the "Existing Pledge Agreement"), and pursuant
to the Existing Pledge Agreement the Borrower pledged and
delivered to the Administrative Agent the Pledged Stock;

WHEREAS, pursuant to the First Amendment and Waiver,
dated as of February 17, 1995, to the Credit Agreement, the
Borrower and the Lenders have agreed that the Existing Pledge

Agreement shall be amended and restated (i) to provide for the
Collateral to be held by the Trustee pursuant to the Trust
Agreement and (ii) to allow the Collateral to secure, equally and
ratably, the Permitted Secured Debt (as hereinafter defined) in
addition to

<PAGE>
2

the obligations originally secured by the Existing Pledge
Agreement (the "Credit Agreement Obligations"); and

WHEREAS, the Borrower and the Trustee have entered into
the Trust Agreement pursuant to which the Trustee has agreed to
hold the Collateral to secure, equally and ratably, the Credit
Agreement Obligations and the Permitted Secured Debt;

NOW, THEREFORE, in consideration of the premises, the
parties hereto hereby agree that the Existing Pledge Agreement
shall be amended and restated in its entirety as follows:

1. Defined Terms. (a) Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.

(b) As used herein, the following terms shall have the
following meanings:

"AGREEMENT": this Amended and Restated Stock Pledge
Agreement, as the same may be amended, modified or otherwise
supplemented from time to time.

"CODE": the Uniform Commercial Code from time to time
in effect in the State of New York.

"COLLATERAL": the Pledged Stock and all Proceeds.

"HOLDERS": the holders of the Permitted Secured Debt
(including, when the context permits, the Public Debt
Trustee acting on behalf of such holders).

"INDENTURE": the Restated Indenture, dated as of
November 1, 1994, between the Borrower and the Public Debt
Trustee.

"ISSUER": The Atchison, Topeka and Santa Fe Railway
Company.

"LENDERS": the collective reference to (i) each Lender
(as defined in the Credit Agreement) (including where the
context permits, the Administrative Agent acting on behalf
of the Lenders) and (ii) each Lender set forth in clause (i)
of this defined term, and each affiliate of any such Lender,

that is a party to any Secured Interest Rate Agreement.

"OBLIGATIONS": the collective reference to (i) the
unpaid principal of and interest on the Loans and all other
obligations and liabilities of the Borrower to the Agents or
the Lenders (including, without limitation, interest
accruing at the then applicable rate provided in the Credit
Agreement after the maturity of the Loans and interest
accruing at the then applicable rate provided in the Credit
Agreement after the filing of any petition in bankruptcy, or
the commencement of any insolvency, reorganization or like
proceeding, relating to the Borrower, whether or not a claim
for

<PAGE>
3

post-filing or post-petition interest is allowed in such
proceeding), whether direct or indirect, absolute or
contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in
connection with, the Credit Agreement, this Agreement, the
other Loan Documents, or any other document made, delivered
or given in connection therewith, in each case whether on
account of principal, interest, fees, indemnities, costs,
expenses or otherwise (including, without limitation, all
fees and disbursements of counsel to the Agents or to the
Lenders that are required to be paid by the Borrower
pursuant to the terms of the Credit Agreement or this
Agreement or any other Loan Document), (ii) the unpaid
obligations and liabilities of the Borrower to Lenders under
Secured Interest Rate Agreements (including, without
limitation, if applicable, any interest accruing at the then
applicable rate provided in such Secured Interest Rate
Agreements after the maturity of any amount payable
thereunder and, if applicable, interest accruing at
the then applicable rate provided in such Secured Interest
Rate Agreements after the filing of any petition in
bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Borrower,
whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding), whether direct or
indirect, absolute or contingent, due or to become due, or
now existing or hereafter incurred, which may arise under,
out of, or in connection with, any Secured Interest Rate
Agreement or any other document made, delivered or given in
connection therewith, in each case whether on account of
principal, interest, fees, indemnities, costs, expenses or
otherwise (including, without limitation, all fees and
disbursements of counsel to the Lenders that are required
to be paid by the Borrower pursuant to the terms of any
Secured Interest Rate Agreement), and (iii) the unpaid
principal of, and premium, if any, and interest on,

Permitted Secured Debt (including, without limitation,
interest accruing at the then applicable rate provided in
the instruments governing the Permitted Secured Debt after
the maturity of the Permitted Secured Debt and interest
accruing at the then applicable rate provided in
such instruments after the filing of any petition in
bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Borrower,
whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding).

"PERMITTED SECURED DEBT": (i) the $100,000,000
aggregate principal amount of 8-3/8% Notes due November 1,
2001 outstanding under the Indenture on the date hereof,
(ii) the $100,000,000 aggregate principal amount of 8-5/8%
Notes due November 1, 2004 outstanding under the Indenture
on the date hereof, and (iii) secured debt issued after
March 15, 1995 under the Indenture that is permitted,
pursuant to subsection 10.3(a) of the Credit Agreement, to
be secured equally and ratably with the Loans and other
obligations of the Borrower under the Credit Agreement,
provided that within ten days after the issuance thereof the
Public Debt Trustee or the Borrower shall have given the
Trustee written notice of the terms of such debt.

"PLEDGED STOCK": the shares of capital stock listed on
Schedule 1 hereto, together with all stock certificates,
options, rights or privileges of any nature

<PAGE>
4

whatsoever that may be issued or granted by the Issuer to
the Borrower while this Agreement is in effect.

"PROCEEDS": all "proceeds" as such term is defined in
Section 9-306(1) of the Uniform Commercial Code in effect in
the State of New York on the date hereof and, in any event,
such term shall include, without limitation, all dividends,
distributions or other income or profits from the Pledged
Stock, collections thereon or distributions with respect
thereto.

"PUBLIC DEBT TRUSTEE": The First National Bank of
Chicago, and its successors, as Trustee under the Restated
Indenture, dated as of November 1, 1994, with the Borrower.

"REQUIRED SECURED PARTIES": as such term is defined in
the Trust Agreement.

"SECURED DEBT DEFAULT": any of (i) an Event of Default
under the Credit Agreement or (ii) a default in payment of
principal of, premium, if any, or interest on, any Permitted

Secured Debt, after any applicable grace period.

"SECURED INTEREST RATE AGREEMENT": any Interest Rate
Agreement entered into by the Borrower pursuant to
subsection 9.8 of the Credit Agreement to which any Lender
is a party, provided that within 90 days after the later of
the date of this Agreement and the date of entering into of
such Interest Rate Agreement, such Lender shall have given
the Trustee written notice of the terms thereof.

"SECURITIES ACT": the Securities Act of 1933, as
amended.

"TRUST AGREEMENT": the Trust Agreement, dated as of
March 31, between Harris Trust and Savings Bank, as Trustee,
and the Borrower, as amended, supplemented or otherwise
modified from time to time.

(c) The words "HEREOF," "HEREIN" and "HEREUNDER" and
words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular
provision of this Agreement, and Section and paragraph
references are to this Agreement unless otherwise specified.

(d) Terms defined in the Preamble and Recitals hereto
are used herein as therein defined.

(e) The meanings given to terms defined herein shall
be equally applicable to both the singular and plural forms of
such terms.

2. Pledge; Grant of Security Interest. The Borrower
hereby acknowledges that on the Closing Date it pledged and
delivered to the Administrative Agent, for the ratable benefit
of the Lenders, the certificate representing the Pledged Stock
together with an executed stock power related thereto and
granted to the Administrative Agent, for the ratable

<PAGE>
5

benefit of the Lenders, a first security interest in the
Collateral, as collateral security for the prompt and complete
payment and performance when due (whether at the stated maturity,
by acceleration or otherwise) of the Credit Agreement
Obligations. The Administrative Agent hereby transfers and
delivers such stock certificate and stock power to the
Trustee, and from and after such transfer the Trustee shall
hold all Collateral as successor secured party hereunder. The
Borrower hereby confirms that it has granted, and hereby
grants, to the Trustee, for the equal and ratable benefit of
the Lenders and the Holders, a first security interest in the
Collateral, as collateral security for the prompt and complete

payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations.

3. Representations and Warranties. The Borrower
represents and warrants that:

(a) The shares of Pledged Stock constitute all the
issued and outstanding shares of all classes of the capital
stock of the Issuer.

(b) All the shares of the Pledged Stock have been duly
authorized and validly issued and are fully paid and
nonassessable.

(c) The Borrower is the record and beneficial owner
of, and has good and marketable title to, the Pledged Stock, free
of any and all Liens or options in favor of, or claims of, any
other Person, except the security interest created by this
Agreement. The Borrower is not and will not become a party to
or otherwise bound by any agreement, other than this
Agreement, which restricts in any manner the rights of any
present or future holder of any of the Pledged Stock with
respect thereto.

(d) There is no requirement for any registration,
recording or filing in connection with the creation of a valid
security interest in the Collateral. The stock certificate
evidencing the Pledged Stock having been delivered to the
Administrative Agent, as secured party under the Existing
Pledge Agreement, the security interest created by this
Agreement constitutes, and upon transfer of such stock
certificate to the Trustee as contemplated by Section 2 hereof
such security interest will continue to constitute, a valid,
perfected first priority security interest in the Collateral
enforceable in accordance with its terms against all creditors
of the Borrower and any Persons purporting to purchase any
Collateral from the Borrower, except as affected by
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles
(whether considered in a proceeding in equity or at law) and
an implied covenant of good faith and fair dealing.

(e) The chief executive office of the Borrower is
located at its address set forth in subsection 13.2 of the
Credit Agreement.

<PAGE>
6

4. Covenants. The Borrower covenants and agrees
with the Trustee on behalf of the Lenders and the Holders
that, from and after the date of this Agreement until this

Agreement is terminated and the security interests created
hereby are released:

(a) If the Borrower shall, as a result of its ownership
of the Pledged Stock, become entitled to receive or shall
receive any stock certificate (including, without limitation,
any certificate representing a stock dividend or a
distribution in connection with any reclassification, increase
or reduction of capital or any certificate issued in
connection with any reorganization), option or rights, whether
in addition to, in substitution of, as a conversion of, or in
exchange for any shares of the Pledged Stock, or otherwise in
respect thereof, the Borrower shall accept the same as the
agent of the Trustee, the Lenders and the Holders, hold the
same in trust for the Trustee, the Lenders and the Holders,
and deliver the same forthwith to the Trustee in the exact
form received, duly indorsed by the Borrower to the Trustee,
if required, together with an undated stock power covering
such certificate duly executed in blank by the Borrower, to be
held by the Trustee, subject to the terms hereof, as
additional collateral security for the Obligations. Any sums
paid upon or in respect of the Pledged Stock upon the
liquidation or dissolution of the Issuer shall be paid over to
the Trustee to be held by it hereunder as additional
collateral security for the Obligations, and in case any
distribution of capital shall be made on or in respect of the
Pledged Stock or any property shall be distributed upon or
with respect to the Pledged Stock pursuant to the
recapitalization or reclassification of the capital of the
Issuer or pursuant to the reorganization thereof, the property
so distributed shall be delivered to the Trustee to be held by
it hereunder as additional collateral security for the
Obligations. If any sums of money or property so paid or
distributed in respect of the Pledged Stock shall be received
by the Borrower, the Borrower shall, until such money or
property is paid or delivered to the Trustee, hold such money
or property in trust for the Trustee, the Lenders and the
Holders, segregated from other funds of the Borrower, as
additional collateral security for the Obligations.

(b) Without the prior written consent of the
Trustee, the Borrower will not (i) vote to enable, or take any
other action to permit, the Issuer to issue any stock or other
equity securities of any nature or to issue any other securities
convertible into or granting the right to purchase or exchange
for any stock or other equity securities of any nature of the
Issuer, (ii) sell, assign, transfer, exchange, or otherwise
dispose of, or grant any option with respect to, the Collateral,
(iii) create, incur or permit to exist any Lien or option in
favor of, or any claim of any Person with respect to, any of the
Collateral, or any interest therein, except for the security
interests created by this Agreement or (iv) enter into any
agreement or undertaking (other than the Credit Agreement, the
Indenture, the Trust Agreement and this Agreement) restricting

the right or ability of the Borrower or the Trustee to sell,
assign or transfer any of the Collateral.

(c) The Borrower shall maintain the security interest
created by this Agreement as a first perfected security interest
and shall defend such security interest against claims and
demands of all Persons whomsoever. At any time and from time to
time, upon the written request of the Trustee, and at the sole
expense of the Borrower, the Borrower will promptly and duly
execute and deliver such further instruments and documents and
take such further actions as the Trustee may reasonably request
for the purposes of obtaining or

<PAGE>
7

preserving the full benefits of this Agreement and of the rights
and powers herein granted. If any amount payable under or in
connection with any of the Collateral shall be or become
evidenced by any promissory note, other instrument or chattel
paper, such note, instrument or chattel paper shall be
immediately delivered to the Trustee, duly endorsed in a manner
satisfactory to the Trustee, to be held as Collateral pursuant to
this Agreement.

(d) The Borrower shall pay, and save the Trustee, the
Lenders and the Holders harmless from, any and all liabilities
with respect to, or resulting from any delay in paying, any and
all stamp, excise, sales or other taxes which may be payable or
determined to be payable with respect to any of the Collateral or
in connection with any of the transactions contemplated by this
Agreement.

5. Cash Dividends; Voting Rights. Unless a Secured
Debt Default shall have occurred and be continuing and the
Trustee shall have given notice to the Borrower of the Trustee's
intent to exercise its corresponding rights pursuant to Section 7
below, the Borrower shall be permitted to receive all cash
dividends paid in the normal course of business of the Issuer and
consistent with past practice in respect of the Pledged Stock and
to exercise all voting and corporate rights with respect to the
Pledged Stock; provided, however, that no vote shall be cast or
corporate right exercised or other action taken which, in the
Administrative Agent's reasonable judgment, would impair the
Collateral or which would be inconsistent with or result in any
violation of any provision of the Credit Agreement, this
Agreement or any other Loan Document.

6. Rights of the Lenders and the Trustee. (a) The
Trustee may at any time or from time to time, in its sole
discretion, cause any or all of the Pledged Stock to be
transferred of record into the name of the Trustee or its
nominee. The Borrower will promptly give to the Trustee and the

Administrative Agent copies of any notices or other
communications received by it with respect to Pledged Stock
registered in the name of the Borrower, and the Trustee will
promptly give to the Borrower copies of any notices and
communications received by the Trustee with respect to the
Pledged Stock registered in the name of the Trustee or its
nominee.

(b) If a Secured Debt Default shall occur and be
continuing and the Trustee shall give notice of its intent to
exercise such rights to the Borrower, (a) the Trustee shall have
the right to receive any and all cash dividends paid in respect
of the Pledged Stock and make application thereof to the
Obligations in such order as set forth in the Trust Agreement,
and (b) all shares of the Pledged Stock not previously registered
in the name of the Trustee or its nominee shall be registered in
the name of the Trustee or its nominee, and the Trustee or its
nominee may thereafter exercise (i) all voting, corporate and
other rights pertaining to such shares of the Pledged Stock at
any meeting of shareholders of the Issuer or otherwise and (ii)
any and all rights of conversion, exchange, subscription and any
other rights, privileges or options pertaining to such shares of
the Pledged Stock as if it were the absolute owner thereof
(including, without limitation, the right to exchange at its
discretion any and all of the Pledged Stock upon the merger,
consolidation, reorganization, recapitalization or other
fundamental change in the corporate structure of the Issuer, or
upon the exercise by the Borrower or the Trustee of any right,
privilege or option pertaining to such shares of the

<PAGE>
8

Pledged Stock, and in connection therewith, the right to deposit
and deliver any and all of the Pledged Stock with any committee,
depositary, transfer agent, registrar or other designated agency
upon such terms and conditions as the Trustee may determine), all
without liability except to account for property actually
received by it, but the Trustee shall have no duty to the
Borrower to exercise any such right, privilege or option and
shall not be responsible for any failure to do so or delay in so
doing.

7. Remedies. If a Secured Debt Default shall have
occurred and be continuing, the Trustee may exercise, in addition
to all other rights and remedies granted in this Agreement and in
any other instrument or agreement securing, evidencing or
relating to the Obligations, all rights and remedies of a secured
party under the Code. Without limiting the generality of the
foregoing, the Trustee, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind
(except any notice required by law referred to below) to or upon
the Borrower or any other Person (all and each of which demands,

defenses, advertisements and notices are hereby waived), may in
such circumstances forthwith collect, receive, appropriate and
realize upon the Collateral, or any part thereof, and/or may
forthwith sell, assign, give option or options to purchase or
otherwise dispose of and deliver the Collateral or any part
thereof (or contract to do any of the foregoing), in one or more
parcels at public or private sale or sales, in the
over-the-counter market, at any exchange, broker's board or
office of the Trustee, any Holder or any Lender or elsewhere upon
such terms and conditions as it may deem advisable and at such
prices as it may deem best, for cash or on credit or for future
delivery without assumption of any credit risk. Any Holder or
any Lender shall have the right upon any such public sale or
sales, and, to the extent permitted by law, upon any such private
sale or sales, to purchase the whole or any part of the
Collateral so sold, free of any right or equity of redemption in
the Borrower, which right or equity is hereby waived or released.
The Trustee shall apply any Proceeds from time to time held by it
and the net proceeds of any such collection, recovery, receipt,
appropriation, realization or sale, after deducting all
reasonable costs and expenses of every kind incurred in respect
thereof or incidental to the care or safekeeping of any of the
Collateral or in any way relating to the Collateral or the rights
of the Holders and the Lenders hereunder, including, without
limitation, reasonable attorneys' fees and disbursements of
counsel to the Trustee, to the payment in whole or in part of the
Obligations, in such order as the Trust Agreement shall
prescribe, and only after such application and after the payment
by the Trustee of any other amount required by any provision of
law, including, without limitation, Section 9-504(1)(c) of the
Code, need the Trustee account for the surplus, if any, to the
Borrower. To the extent permitted by applicable law, the
Borrower waives all claims, damages and demands it may acquire
against the Trustee, any Holder, any Agent or any Lender arising
out of the exercise by them of any rights hereunder. If any
notice of a proposed sale or other disposition of Collateral
shall be required by law, such notice shall be deemed reasonable
and proper if given at least 10 days before such sale or other
disposition. The Borrower shall remain liable for any deficiency
if the proceeds of any sale or other disposition of Collateral
are insufficient to pay the Obligations and the fees and
disbursements of any attorneys employed by the Trustee, any
Holder or any Lender to collect such deficiency.

<PAGE>
9

8. Registration Rights; Private Sales. (a) If the
Trustee shall exercise its right to sell any or all of the
Pledged Stock pursuant to Section 7 hereof, and if it is
necessary or advisable to have the Pledged Stock, or that portion
thereof to be sold, registered under the provisions of the
Securities Act, the Borrower will cause the Issuer to (i) execute

and deliver, and cause the directors and officers of the Issuer
to execute and deliver, all such instruments and documents, and
do or cause to be done all such other acts as may be necessary or
advisable to register the Pledged Stock, or that portion thereof
to be sold, under the provisions of the Securities Act, (ii) use
its best efforts to cause the registration statement relating
thereto to become effective and to remain effective for a period
of one year from the date of the first public offering of the
Pledged Stock, or that portion thereof to be sold, and (iii) make
all amendments thereto and/or to the related prospectus which may
be necessary or advisable, all in conformity with the
requirements of the Securities Act and the rules and regulations
of the Securities and Exchange Commission applicable thereto.
The Borrower agrees to cause the Issuer to comply with the
provisions of the securities or "Blue Sky" laws of any and all
jurisdictions which are necessary or advisable and to make
available to its security holders, as soon as practicable, an
earnings statement (which need not be audited) which will satisfy
the provisions of Section 11(a) of the Securities Act.

(b) The Borrower recognizes that the Trustee may be
unable to effect a public sale of any or all the Pledged Stock,
by reason of certain prohibitions contained in the Securities Act
and applicable state securities laws or otherwise, and may be
compelled to resort to one or more private sales thereof to a
restricted group of purchasers which will be obliged to agree,
among other things, to acquire such securities for their own
account for investment and not with a view to the distribution or
resale thereof. The Borrower acknowledges and agrees that any
such private sale may result in prices and other terms less
favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private
sale shall be deemed to have been made in a commercially
reasonable manner. The Trustee shall be under no obligation to
delay a sale of any of the Pledged Stock for the period of time
necessary to permit the Issuer thereof to register such
securities for public sale under the Securities Act, or under
applicable state securities laws, even if the Issuer would agree
to do so.

(c) The Borrower further agrees to use its best
efforts to do or cause to be done all such other acts as may be
necessary to make such sale or sales of all or any portion of the
Pledged Stock pursuant to this Section valid and binding and in
compliance with any and all other applicable legal requirements.
The Borrower further agrees that a breach of any of the covenants
contained in this Section will cause irreparable injury to the
Lenders and the Holders that the Lenders and the Holders have no
adequate remedy at law in respect of such breach and, as a
consequence, that each and every covenant contained in this
Section shall be specifically enforceable against the Borrower,
and the Borrower hereby waives and agrees not to assert any
defenses against an action for specific performance of such
covenants except for a defense that no Secured Debt Default has

occurred and is continuing.

9. Irrevocable Authorization and Instruction to
Issuer. The Borrower hereby authorizes and instructs the Issuer
to comply with any instruction received by it from the Trustee in
writing that (a) states that a Secured Debt Default has occurred
and (b) is

<PAGE>
10

otherwise in accordance with the terms of this Agreement, without
any other or further instructions from the Borrower, and the
Borrower agrees that the Issuer shall be fully protected in so
complying.

10. Trustee's Appointment as Attorney-in-Fact. (a)
The Borrower hereby irrevocably constitutes and appoints the
Trustee and any officer or agent of the Trustee, with full power
of substitution, as its true and lawful attorney-in-fact with
full irrevocable power and authority in the place and stead of
the Borrower and in the name of the Borrower or in the Trustee's
own name, from time to time in the Trustee's discretion, but at
the expense of the Borrower, for the purpose of carrying out the
terms of this Agreement, to take any and all appropriate action
and to execute any and all documents and instruments which may be
necessary or desirable to accomplish the purposes of this
Agreement, including, without limitation, any financing
statements, endorsements, assignments or other instruments of
transfer. Without limiting the generality of the foregoing, at
any time and from time to time while a Secured Debt Default has
occurred and is continuing, the Trustee may, in the name of the
Borrower or in its own name, exercise all or any of the following
powers with respect to all or any of the Collateral:

(i) demand, sue for, collect, receive and give
acquittance for any and all monies due or to become due upon
or by virtue thereof;

(ii) settle, compromise, compound, prosecute or defend
any action or proceeding with respect thereto;

(iii) sell, transfer, assign or otherwise deal in or
with the same or the proceeds or avails thereof, as fully
and effectually as if the Trustee were the absolute owner
thereof; and

(iv) extend the time of payment of any or all thereof
and to make any allowance and other adjustments with
reference thereto;

provided that the Trustee shall give the Borrower not less than
ten days' prior written notice of the time and place of any sale

or other intended disposition of any of the Collateral. The
Trustee and the Borrower agree that such notice constitutes
"reasonable notification" within the meaning of Section 9-504(3)
of the Code.

(b) The Borrower hereby ratifies all that said
attorneys shall lawfully do or cause to be done pursuant to the
power of attorney granted in paragraph 11(a). All powers,
authorizations and agencies contained in this Agreement are
coupled with an interest and are irrevocable until this Agreement
is terminated and the security interests created hereby are
released.

11. Duty of Trustee. The Trustee's sole duty with
respect to the custody, safekeeping and physical preservation of
the Collateral in its possession, under Section 9-207 of the Code
or otherwise, shall be to deal with it in substantially the same
manner as the Trustee deals with similar securities and property
for its own account. Neither the Trustee,

<PAGE>
11

any Lender, any Holder, nor any of their respective directors,
officers, employees or agents shall be liable for failure to
demand, collect or realize upon any of the Collateral or for any
delay in doing so or shall be under any obligation to sell or
otherwise dispose of any Collateral upon the request of the
Borrower or any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof.

12. Execution of Financing Statements. Pursuant to
Section 9-402 of the Code, the Borrower authorizes the Trustee to
file financing statements with respect to the Collateral without
the signature of the Borrower in such form and in such filing
offices as may be reasonably necessary or appropriate to perfect
the security interests of the Trustee under this Agreement. A
carbon, photographic or other reproduction of this Agreement
shall
be sufficient as a financing statement for filing in any
jurisdiction.

13. Authority of Trustee. The Borrower acknowledges
that the rights and responsibilities of the Trustee under this
Agreement with respect to any action taken by the Trustee or the
exercise or non-exercise by the Trustee of any option, voting
right, request, judgment or other right or remedy provided for
herein or resulting or arising out of this Agreement shall, as
between the Trustee and the Lenders and the Holders, be governed
by the Trust Agreement, but, as between the Trustee and the
Borrower, the Trustee shall be conclusively presumed to be acting
as Trustee for the Lenders and the Holders with full and
valid authority so to act or refrain from acting, and neither the

Borrower nor the Issuer shall be under any obligation, or
entitlement, to make any inquiry respecting such authority. The
Trustee shall exercise all powers, rights and remedies under this
Agreement, including, without limitation, under subsection 6(b)
and Section 7 hereof, in accordance with the Trust Agreement.

14. Further Assurances. (a) The Borrower agrees that
it will, at its expense and in such manner and form as the
Trustee may require, execute, deliver, file and record any
financing statement, specific assignment or other paper and take
any other action that may be necessary or desirable in order to
create, preserve, perfect or validate any security interest in
the Collateral granted hereunder or to enable the Trustee to
exercise and enforce its rights hereunder with respect to any of
the Collateral.

(b) The Borrower agrees that it will not change (i)
its name, identity or corporate structure in any manner (other
than pursuant to the Merger or the Alternative Merger) or (ii)
the location of its chief executive office unless it shall have
given the Trustee and the Administrative Agent not less than 30
days' prior notice thereof.

15. Termination of Security Interests; Release of
Collateral. Upon repayment in full of all Obligations and the
termination of the Commitments under the Credit Agreement, the
security interests in the Collateral granted hereunder shall
terminate and all rights to the Collateral shall revert to the
Borrower, and upon such termination the Trustee shall, at the
instruction of the Administrative Agent (which instruction the
Administrative Agent shall promptly give), return the Pledged
Stock to the Borrower. At any time and from time to time prior
to such termination of the security interests in the Collateral
granted hereunder, the Trustee (i) shall release any of the
Collateral as directed by the Administrative

<PAGE>
12

Agent (acting with the prior written consent of the Lenders
parties to the Credit Agreement in accordance with the provisions
of the Credit Agreement) and (ii) shall release the security
interests in all the Collateral granted hereunder upon the
instruction of Administrative Agent (which instruction the
Administrative Agent shall give in accordance with the provisions
of subsection 13.9 of the Credit Agreement). Upon any such
termination of the security interest in the Collateral granted
hereunder or release of Collateral, the Trustee will, at the
expense of the Borrower, execute and deliver to the Borrower such
documents as the Borrower shall reasonably request to evidence
the termination of the security interests in the Collateral
granted hereunder or the release of such Collateral, as the case
may be.

16. Expenses and Indemnification. (a) The Borrower
agrees that it will forthwith upon demand pay to the Trustee or
the Administrative Agent, as the case may be:

(i) the amount of any taxes which the Administrative
Agent or the Trustee may have been required to pay by reason
of the security interests in the Collateral granted
hereunder or to free any of the Collateral from any Lien
thereon; and

(ii) the amount of any and all out-of-pocket expenses,
including the fees and disbursements of counsel and of any
other experts, which the Administrative Agent or the Trustee
may incur in connection with (w) the administration or
enforcement of this Agreement, including such expenses as
are incurred to preserve the value of the Collateral and the
validity, perfection, rank and value of any security
interest in the Collateral granted hereunder, (x) the
collection, sale or other disposition of any of the
Collateral, (y) the exercise by the Trustee or the
Administrative Agent of any of the rights conferred upon it
hereunder or (z) any Secured Debt Default.

Any such amount not paid on demand shall bear interest at the
rate applicable to Tranche A
Revolving Credit Loans that are Base Rate Loans plus 2%.

(b) The indemnification provisions of subsection 13.7
of the Credit Agreement are incorporated by reference herein as
if set forth in full herein.

17. Notices. All notices, requests and demands to or
upon the Administrative Agent, the Trustee or the Borrower to be
effective shall be in writing (or by facsimile transmission or
similar electronic transfer) and shall be deemed to have been
duly given or made (a) when delivered by hand or (b) if given by
mail, three Domestic Business Days after the date deposited in
the mails by certified mail, return receipt requested, or (c) if
by facsimile transmission or similar electronic transfer, when
received, addressed to the Administrative Agent or the Borrower
at its address or transmission number for notices provided in
subsection 13.2 of the Credit Agreement or to the Trustee at its
address set forth on the signature pages of the Trust Agreement
or any other address which such party shall have specified as its
address for purposes of communications thereunder. The
Administrative

<PAGE>
13

Agent, the Trustee and the Borrower may change their addresses
and transmission numbers for notices by notice in the manner
provided in this Section.

18. Severability. Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

19. Amendments in Writing; No Waiver; Cumulative
Remedies. (a) None of the terms or provisions of this Agreement
may be waived, amended, supplemented or otherwise modified except
by a written instrument executed by the Borrower, the Trustee and
the Administrative Agent, provided that any provision of this
Agreement may be waived by the Trustee in a letter or agreement
executed by the Trustee or by facsimile transmission from the
Trustee.

(b) None of the Trustee, any Holder or any Lender
shall by any act (except by a written instrument pursuant to
paragraph 19(a) hereof), delay, indulgence, omission or otherwise
be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Secured Debt Default or in any breach of any of
the terms and conditions hereof. No failure to exercise, nor any
delay in exercising, on the part of the Trustee, any Holder, any
Agent or any Lender, any right, power or privilege hereunder
shall operate as a waiver thereof. No single or partial exercise
of any right, power or privilege hereunder shall preclude any
other or further exercise thereof or the exercise of any other
right, power or privilege. A waiver by the Trustee of any right
or remedy hereunder on any one occasion shall not be construed as
a bar to any right or remedy which such Agent or such Lender
would otherwise have on any future occasion.

(c) The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not
exclusive of any other rights or remedies provided by law.

20. Section Headings. The Section headings used in
this Agreement are for convenience of reference only and are not
to affect the construction hereof or be taken into consideration
in the interpretation hereof.

21. Successors and Assigns. This Agreement shall be
binding upon the successors and assigns of the Borrower and shall
inure to the benefit of the Trustee, the Administrative Agent,
the Lenders and the Holders and their successors and assigns.

22. Counterparts. This Agreement may be executed by
one or more of the parties to this Agreement on any number of
separate counterparts (including by facsimile transmission), and

all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A set of the copies of
this Agreement signed by all the parties shall be lodged with the
Borrower, the Administrative Agent and the Trustee.

<PAGE>
14

23. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.

24. Submission To Jurisdiction; Waivers. The Borrower
hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal
action or proceeding relating to this Agreement, or for
recognition and enforcement of any judgement in respect
thereof, to the non-exclusive general jurisdiction of the
Courts of the State of New York, the courts of the United
States of America for the Southern District of New York, and
appellate courts from any thereof;

(b) consents that any such action or proceeding may be
brought in such courts and waives any objection that it may
now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees
not to plead or claim the same;

(c) agrees that service of process in any such action
or proceeding may be effected by mailing a copy thereof by
registered or certified mail (or any substantially similar
form of mail), postage prepaid, to the Borrower at its
address referred to in Section 17 or at such other address
of which the Trustee shall have been notified pursuant
thereto; and

(d) agrees that nothing herein shall affect the right
to effect service of process in any other manner permitted
by law or shall limit the right to sue in any other
jurisdiction.

25. WAIVERS OF JURY TRIAL. THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE TRUSTEE HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY
COUNTERCLAIM THEREIN.

IN WITNESS WHEREOF, the undersigned have caused this
Agreement to be duly executed and delivered as of the date first
above written.

<PAGE>

SANTA FE PACIFIC CORPORATION

By: /s/ Patrick J. Ottensmeyer
---------------------------
Patrick J. Ottensmeyer
Title: Vice President-Finance

<PAGE>
15

HARRIS TRUST AND SAVINGS BANK,
as Trustee

By: /s/ K. R. Richardson
---------------------------
K. R. Richardson
Title: Trust Officer

MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Administrative
Agent

By: /s/ Charles H. King
----------------------------
Charles H. King
Title: Vice President
<PAGE>

ACKNOWLEDGEMENT AND CONSENT

The undersigned hereby acknowledges receipt of a copy
of the Amended and Restated Stock Pledge Agreement, dated as of
March 31, 1995, among Santa Fe Pacific Corporation, as pledgor,
Morgan Guaranty Trust Company of New York, as Administrative
Agent and Harris Trust and Savings Bank, as Trustee (the "Pledge
Agreement"). The undersigned agrees for the benefit of the
Trustee, the Administrative Agent, the Holders and the Lenders as
follows:

1. The undersigned will be bound by the terms of the
Pledge Agreement and will comply with such terms insofar as such
terms are applicable to the undersigned.

2. The undersigned will notify the Trustee and the
Administrative Agent promptly in writing of the occurrence of any
of the events described in paragraph 4(a) of the Pledge
Agreement.

3. The terms of paragraph 8(c) of the Pledge Agreement
shall apply to it, mutatis mutandis, with respect to all actions
that may be required of it under or pursuant to or arising out of
Section 8 of the Pledge Agreement.

THE ATCHISON, TOPEKA AND SANTA FE
RAILWAY COMPANY

By: /s/ Patrick J. Ottensmeyer
------------------------------
Patrick J. Ottensmeyer
Title: Vice President-Finance

Address for Notices:

1700 East Golf Road
Schaumburg, Illinois 60173
Attention: Vice President-Finance
Fax: (708) 995-6646

<PAGE>

SCHEDULE 1
TO STOCK PLEDGE AGREEMENT

DESCRIPTION OF PLEDGED STOCK

Issuer Class of Stock Stock Certificate No. of
No. Shares
------------------ -------------- ----------------- ----------
The Atchison, Common Five 100
Topeka and
Santa Fe Railway
Company

Exhibit 12

Santa Fe Pacific Corporation and Subsidiary Companies
Statement of Computation of Ratio of Earnings to Fixed Charges
(as of March 31, 1995 and 1994)
(In millions, except ratio)

Three Months Ended
March 31,
1995 1994
------------------
Earnings:

Income from continuing operations
before income taxes $ 41.6 $ 94.0

Add (less) income of unconsolidated
subsidiaries greater than distributions (1.2)
(0.2)
Amortization of capitalized interest 0.6 0.5

Fixed charges before interest
capitalized (see below) 48.9 38.2
------ ------
Total Earnings $ 89.9 $132.5
====== ======

Fixed Charges:

Interest expense including
amortization of debt discount $ 39.7 $ 29.0

Portion of rentals representing
an interest factor 9.2 9.2
------ ------
Fixed charges before interest
capitalized 48.9 38.2

Interest capitalized 1.2 2.7
------ ------
Total Fixed Charges $ 50.1 $ 40.9
====== ======
Ratio of earnings to fixed charges 1.8 3.2
====== ======

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited March 31, 1995 Santa Fe Pacific Corporation and subsidiary companies
consolidated financial statements and accompanying notes and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 42
<SECURITIES> 0
<RECEIVABLES> 93
<ALLOWANCES> 24
<INVENTORY> 101
<CURRENT-ASSETS> 333
<PP&E> 6,330
<DEPRECIATION> 1,550
<TOTAL-ASSETS> 5,490
<CURRENT-LIABILITIES> 800
<BONDS> 1,854
<COMMON> 190
0
0
<OTHER-SE> 324
<TOTAL-LIABILITY-AND-EQUITY> 5,490
<SALES> 0
<TOTAL-REVENUES> 680
<CGS> 0
<TOTAL-COSTS> 576
<OTHER-EXPENSES> 23<F1>
<LOSS-PROVISION> 0<F2>
<INTEREST-EXPENSE> 39
<INCOME-PRETAX> 42
<INCOME-TAX> 20
<INCOME-CONTINUING> 22
<DISCONTINUED> 0
<EXTRAORDINARY> (24)
<CHANGES> 0
<NET-INCOME> (2)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> 0<F3>
<FN>
<F1>Includes equity in earnings of Pipeline Partnership of $7 million and other
income (expense) - net of ($30) million.
<F2>Provision for doubtful accounts included in costs and expenses applied to
sales.
<F3>Not applicable.
</FN>

</TABLE>