PENSION PLAN AGREEMENT
This PENSION PLAN AGREEMENT (the "Agreement") is made and entered as of the 30/th/ day of June, 1998 by and among UNION PACIFIC CORPORATION, a Utah corporation ("UPC"), OVERNITE TRANSPORTATION COMPANY, a Virginia corporation ("OTC"), and OVERNITE CORPORATION, a Virginia corporation ("Overnite").
WHEREAS, UPC intends to sell all of the outstanding common stock of Overnite Holding, Inc., a Delaware corporation and wholly owned subsidiary of UPC, to Overnite (the "Sale") immediately following an initial public offering of 100% of the common stock of Overnite (the closing of which is hereafter referred to as the "IPO"); and
WHEREAS, UPC, OTC, and Overnite desire to enter into this Agreement in order to establish the manner in which the assets of the Retirement Plan for Employees of Overnite Transportation Company and Subsidiaries (hereafter referred to as the "Overnite Plan") currently held in the master trust of which Northern Trust Company is the trustee (hereinafter referred to as the "Master Trust") will be transferred to a trust established by Overnite for the Overnite Plan;
NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto agrees as follows:
1. ESTABLISHMENT OF TRUST. Overnite shall establish a trust, in form and
---------------------- substance acceptable to UPC, which will be effective as of or prior to the IPO and will be intended to qualify
under section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") for the Overnite Plan (hereinafter referred to as the "Overnite Trust").
2. ASSET TRANSFER. As soon as practicable after the IPO, UPC shall cause
-------------- the trustee of the Master Trust to transfer, in cash