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
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 or in kind as determined by
UPC after consulting in good faith with Overnite with the goal of a generally
pro-rata division of assets, to the Overnite Trust an amount of assets (a) with
a value equal to the total fair market value of the assets of the Overnite Plan
as of June 30, 1998, and (b) adjusted to reflect earnings or losses on such
assets through the date of the transfer of the assets. UPC shall cause the
trustee of the Master Trust to segregate the assets of the Overnite Plan into a
sub-account of the Master Trust effective June 30, 1998.
3. COOPERATION. UPC, OTC, and Overnite agree to provide each other with
such records and information as may be necessary or appropriate to carry out
their respective obligations under this Agreement. UPC, OTC, and Overnite agree
to file all documents required as a result of the Sale and the IPO, including
but not limited to any notices of "reportable events" required by Section
4043(b) of the Employee Retirement Income Security Act of 1974, as amended.
4. ASSIGNMENT. No party may assign any of its rights or delegate any of its
duties under this Agreement without first obtaining the prior written consent of
the other parties, which may be withheld by such other parties in their absolute
discretion. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their successors and permitted assigns.
5. NO THIRD PARTY BENEFICIARIES. Except as set specifically forth in the
provisions of this Agreement, nothing in this Agreement, express or implied, is
intended or will be construed to
confer upon or give to any person other than the parties hereto and their
respective successors and permitted assigns any rights, remedies or obligations
under or by reason of this Agreement or any transaction contemplated hereby.
6. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with laws of the State of New York, without regard for the conflict-
of-laws principles thereof.
7. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed an original and all
of which shall together constitute but one and the same instrument.
8. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the
parties with respect to the subject matter hereof. This Agreement may not be
amended or otherwise modified except by a written instrument duly executed and
delivered by all of the parties.
9. SEVERABILITY. The provisions of this Agreement are severable. Should
any provision hereof be void, voidable or unenforceable under any applicable
law, such provision shall not affect or invalidate any other provision of this
Agreement, which shall continue to govern the relative rights and duties of the
parties as though such void, voidable or unenforceable provision were not a part
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
UNION PACIFIC CORPORATION
OVERNITE TRANSPORTATION COMPANY