Amendment No. 2 to Glenn F. Tilton Secular Trust Agreement No. 3
to
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Secular Trust Agreement No. 3
THIS AMENDMENT NO. 2 is made as of this 28th day of February, 2003 to the ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust Agreement No. 3 dated September 5, 2002 (the "Trust") by and among UAL Corporation (the "Company"), ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Executive") and The Northern Trust Company, as trustee (the "Trustee").
WHEREAS, Section 9(a) of the Trust authorizes its amendment by a written instrument executed by the Company, the Executive and the Trustee; and
WHEREAS, the parties hereto wish to amend the Trust to reflect the terms of the Amendment to Executive's Employment Agreement, dated February 17, 2003, a copy of which is attached.
NOW, THEREFORE, the Company, Executive and Trustee agree as follows:
1.
The second sentence of Section 2(c) of the Trust is amended and restated
to read as follows:
"Executive or the Company may provide written notice to the Trustee
of the Executive's termination (with a copy to the other party) and stating
therein whether such termination constitutes termination by the Executive
for Good Reason or by the Company for Cause."
IN WITNESS
WHEREOF, the parties have executed this Amendment No. 2 as of the date
first above written.
| Attest:
/s/ ▇▇▇▇ ▇▇ ▇. ▇▇▇▇▇▇▇
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UAL CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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| Attest:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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THE NORTHERN TRUST COMPANY, as
Trustee
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |