ARTICLE III 4OIK PLAN

The Carrier will offer to trainmen in the territory a 401(k) Plan subject to the following conditions:

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(1) The Plan will be the existing Union Pacific Employe 401(K) Retirement Thrift Plan which was effective July 1, 1990.

               (2) Participation in the Plan is voluntary.

(3) The administrative costs of the Plan will be borne by the Carrier.

(4) The existing plan is in compliance with ERISA and other legal requirements.

All pertinent information on the plan is outlined on Attachment II of the Agreement.