Fill and Sign the Upsp Merger Stb Written Decision Union Pacific Form

- 1 - AGREEMENT OF MERGERbetween BARBER OIL CORPORATION and STOCK TRANSFER RESTRICTION CORPORATION AGREEMENT OF MERGER ("Agreement"), dated the 28th day of March, 1980, made by and between BARBER OIL CORPORATION, a Delaware corporation ("Barber"), and STOCK TRANSFER RESTRICTION CORPORATION, a Delaware corporation ("Newco"), which corporations are sometimes hereinafter collectively called the "Constituent Corporations". WITNESSETH: WHEREAS, Barber is a corporation duly organized and existing under the laws of the State of Delaware, having been incorporated on February 8, 1947, under the General Corporation Law of the State of Delaware, and has now an authorized capital stock consisting solely of Capital Stock, $5.00 par value, of which 2,691,371 shares are authorized and issued, of which 2,644,487 are outstanding and 46,892 are held in treasury; and WHEREAS, Newco is a corporation duly organized and existing under the laws of the State of Delaware, having been incorporated on March 11, 1980, under the General Corporation Law of the State of Delaware, and has now an authorized capital stock consisting solely of Common Stock, without par value, of which 1,000 shares are authorized, issued and outstanding and owned by Barber; and WHEREAS, the Board of Directors of each of the Constituent Corporations deems it advisable and in the best interests of such Constituent Corporation and its stockholders that Newco be merged into and with Barber as permitted by the General Corporation Law of the State of Delaware, under and pursuant to the terms and conditions hereinafter set forth; and WHEREAS, the Board of Directors of each of the Constituent Corporations has approved this agreement and directed that this Agreement be submitted to its stockholders. Now, THEREFORE, in consideration of the premises and the mutual agreements and covenants herein contained and in accordance with the applicable provisions of the General Corporation Law of the State of Delaware, the parties hereto have agreed and covenanted, and do hereby agree and covenant, as follows: ARTICLE I THE MERGER, THE SURVIVING CORPORATION AND THE EFFECTIVE DATE 1. Newco shall be merged into and with Barber, which shall survive the merger, effective upon the filing of this Agreement with the Secretary of State of the State of Delaware. 2. The date on which such merger occurs is hereby defined to be and is hereinafter called the "Effective Date". 3. Barber, as the surviving corporation (herein as such called the "Surviving Corporation"), shall continue its corporate existence under the laws of the State of Delaware, and the directors and officers of Barber shall continue as the directors and officers of the Surviving Corporation until their successors are elected and qualify. On the Effective Date, the separate existence and corporate organization of Newco, except insofar as it may be continued by operation of law, shall be terminated and cease. - 2 - ARTICLE II CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE SURVIVING CORPORATION 1. The Certificate of Incorporation of Barber is hereby amended to read in full as set forth in Exhibit I hereto. As so amended, the Certificate of Incorporation of Barber shall become and be the Certificate of Incorporation of the Surviving Corporation, until altered, amended or repealed in accordance with the provisions thereof and of applicable law. 2. On the Effective Date, the By-Laws of Barber shall be amended as follows: (i) Article I, Section 5 shall be deleted and Article I, Section 6 shall be renumbered Article I, Section 5. (11) Article VII shall be amended to add Sections 2, 3, 4 and 5, which shall read in full as follows: "Section 2. Shares of stock held by or for the account of Aliens shall be represented by Foreign Share Certificates. All other shares of stock shall be represented by Domestic Share Certificates. All such certificates shall be legended to reflect the restriction on transfer of Article V of the Certific ate of Incorporation and shall be in such form not inconsistent with the Certificate of Incorporation and these By-Laws as shall be approved by the Board of Directors. "Section 3. Each stockholder of record shall, upon request, furnish the Corporation with a representation stating the identity of such stockholder and of each person on whose behalf his shares of stock of the Corporation and any interest therein or right thereof are held and whether or not his shares in the Corporation are held by or on behalf of Aliens. Upon original issue and upon each transfer of stock of the Corporation, the prospective stockholder of record shall furnish the Corporation with a similar representation. An application for transfer of ownership on the stock records of the Corporation may be rejected until such a representation is submitted. If additional material is determined by the Board of Directors or officers of the Corporation to be essential to clarify or support such a representation, the person making the representation shall, upon request, furnish the Corporation with such additional material as the Corporation shall reasonably request. "Section 4. The Board of Directors shall make such rules and regulations as it shall deem necessary or appropriate so that accurate records may be kept of the shares of stock of the Cor- poration owned or controlled by Aliens. "Section 5. For purposes of this Article VII, "Aliens" shall be as defined in the Certificate of Incorporation." As so amended, the By-Laws of Barber on the date hereof shall on the Effective Date become and be the By-Laws of the Surviving Corporation, until further altered, amended or repealed in accordance with the provisions thereof, of the Certificate of Incorporation and of applicable law. ARTICLE III TREATMENT OF SHARES OF EACH OF THE CONSTITUENT CORPORATIONS 1. On the Effective Date: (a) Each issued share of Common Stock, without par value, of Newco, shall cease to exist and be cancelled. - 3 - (b) Each share of Capital Stock, $5.00 par value, of Barber, issued and outstanding or held in treasury immediately prior to the merger, with the powers, preferences, rights and qualifications, limitations and restrictions thereof as set forth in the Certificate of Incorporation of Barber shall, by virtue of the merger and without any action on the part of the holder thereof, be converted into and become one share of Common Stock, without par value, of the Surviving Corporation, with the powers, preferences, rights and qualifications, limitations and restrictions as set forth in the Certificate of Incorporation and By-Laws of the Surviving Corporation; and 2. After the Effective Date each holder of an outstanding certificate representing shares of Capital Stock, $5.00 par value, of Barber, shall surrender the same to the Surviving Corporation or the exchange agent designated by it, together with a properly completed affidavit of citizenship, and each such holder shall be entitled upon such surrender to receive shares of Common Stock, without par value, of the Surviving Corporation on the basis provided herein. Until such certificates and affidavits are surrendered, outstanding certificates representing shares of Capital Stock, $5.00 par value, of Barber shall be deemed for all purposes as evidencing the ownership of shares of Common Stock, without par value, of the Surviving Corporation on the basis provided herein as though said surrender and exchange had taken place, except that the holder of such certificate shall not be entitled to exercise voting rights or to receive dividends or other distributions in respect of the Surviving Corporation. Any cash dividend or other distribution will be remitted, without interest, to the holder of Common Stock, without par value, of the Surviving Corporation, entitled thereto at the time such certificates representing shares of Capital Stock, $5.00 par value, of Barber are exchanged for certificates representing shares of Common Stock, without par value, of the Surviving Corporation as provided herein. ARTICLE IV SUBMISSION TO STOCKHOLDERS AND EFFECTIVENESS 1. This Agreement shall be submitted as promptly as practicable (a) to holders of Capital Stock, $5.00 par value, of Barber for their consent, approval and adoption in accordance with the General Corporation Law of the State of Delaware, and (b) to Barber as sole stockholder of Newco for its consent, approval and adoption in accordance with the General Corporation Law of the State of Delaware. Upon such approval and consent, the officers of the Constituent Corporations, subject to the provisions of this Article IV, shall take all steps necessary in order to make the merger effective as provided for in this Agreement. 2. This Agreement shall not be filed with the Secretary of State of the State of Delaware until the Common Stock, without par value, of the Surviving Corporation shall have been approved for listing, upon notice of issuance, by the New York Stock Exchange. BARBER OIL CORPORATION (Corporate Seal) /s/ JOHN J. LEE By President BY /s/ HOWARD W. EVELYN Secretary STOCK TRANSFER RESTRICTION CORPORATION (Corporate Seal) BY /s/ JOHN J. LEE President ATTEST: BY /s/ HOWARD W. EVELYN Secretary