Exhibit 10.2
SECOND AMENDMENT
OF
UAL CORPORATION
SUPPLEMENTAL ESOP
(Effective as of July 12, 1994)
By virtue and in exercise of the amending power
reserved to UAL Corporation (the "Company") under section 5.1 of
the UAL Corporation Supplemental ESOP (effective as of July 12,
1994) (the "Plan"), which amending power thereunder is subject to
the approval of the Air Line Pilots Association, International
("ALPA"), the Company hereby amends the Plan, as follows,
effective January 1, 1995:
1. Section 1.1(c) is amended by adding the following
to the end of the section:
"Solely for the Plan Year commencing January 1, 1995,
Convertible Shares shall be allocated to the IAM Employee
Group pursuant to the Special Annual Allocation. Such
shares shall reduce the number of shares which would
otherwise have been allocated to the ALPA Employee Group."
2. Section 1.1(d) is amended by adding the following
to the end of the section:
"Solely for the 1995 Plan Year, the Class M Voting Shares
resulting from the allocation of shares under the Special
Annual Allocation will be contributed to the ESOP (Part B)
or the Supplemental Trust."
3. Effective upon adoption of this Second Amendment,
Section 1.3(d) is amended by adding the following to the end of
the Section:
"(d) If members of the IAM Employee Group have Convertible
Shares credited to their Accounts under this Plan,
`Committee' means the ESOP Committee."
4. Section 1.3(j) is amended by adding the following
to the end of the Section:
"For purposes of the Special Annual Allocation to be
performed for the 1995 Plan Year, 'Eligible Employee' means
an `eligible employee' as defined in the ESOP."
5. Section 1.3(q) is amended to read as follows:
"(q) `Participant' means an ESOP Participant who has an
Account under this Plan."
6. The second sentence of Section 2.1 is amended to
read as follows:
"Notwithstanding any other provision of this Plan to the
contrary, except for purposes of Sections 2.3(a)(i), 2.4(f)
and the Special Annual Allocation for the 1995 Plan Year, no
ESOP Participant who is a member of the IAM Employee Group
shall become a Participant hereunder or receive any credits,
allocations or benefits pursuant to this Plan."
7. Section 2.4(a)(iv) shall be amended to read as
follows:
"(iv) Allocations under the ESOP (Part A) were made (A)
without regard to the Tax Limitations, (B) without regard to
clauses (ii), (iv), (v), (vi) or (vii) of Section 5.4(a) of
the ESOP, (C) were based on Compensation rather than the
definition of compensation in the ESOP, and (D) for Plan
Years beginning on or after January 1, 1995, by including
the shares designated for inclusion in the Hypothetical
Share Number for the ESOP Participant on account of the
Special Annual Allocation applicable to the Plan Year under
Appendix A to the ESOP; and"
8. The first sentence of Section 2.4(c) is amended to
read as follows:
"For each ESOP Participant, the difference, if any, between
the Hypothetical Share Number and the Actual Share Number
shall be referred to as the Tentative Allocation; provided,
however, that, except for purposes of subsection (f) and the
Special Annual Allocation for the 1995 Plan Year, the
Tentative Allocation for any member of the IAM Employee
Group shall be zero."
9. Section 4.2(i) is amended to read as follows:
"(i) Notwithstanding the above and the definition of
"Committee", clauses (a), (b) and (c) shall be disregarded
with respect to any issue involving Voting Shares and
Convertible Shares allocated to the IAM Employee Group under
this Plan if any Voting Shares or Convertible Shares are
allocated to an Account of a Participant who is a member of
the IAM Employee Group."
10. Section 5.1 is amended to read as follows:
"5.1. Amendment. While the Company expects and intends to
continue the Plan, the Company must necessarily reserve, and
does hereby reserve, the right to amend the Plan at any
time, except that no amendment may be adopted, without the
approval of ALPA, provided, that, with respect to amendments
adopted which are described in Section 13.1(b) or (d) of the
ESOP (which subsections shall be treated as appropriately
modified to the extent necessary to reflect the
circumstances of this Plan) the need for joint approval
shall be modified, and provided further that no amendment
which would affect the allocation of the Class M Voting
Shares or Convertible Preferred Shares to members of the IAM
Employee Group shall be adopted without the approval of the
IAM."
11. The second sentence of Section 5.2 is amended to
read as follows:
"Notwithstanding the preceding sentence, the approval of the
IAM will only be required if Class M Voting Shares reserved
for allocation have been transferred or contributed to the
Supplemental Trust, or if Convertible Preferred Shares are
allocated to Accounts of members of the IAM Employee Group
at the time of termination."
IN WITNESS WHEREOF, the Company has caused this Second
Amendment to be executed on August 17, 1995.
UAL CORPORATION
/s/ Stuart I. Oran
Executive Vice President - Corporate
Affairs and General Counsel
APPROVED BY:
AIR LINE PILOTS ASSOCIATION,
INTERNATIONAL
/s/ J. Randolph Babbitt
/s/ Harlow B. Osteboe
INTERNATIONAL ASSOCIATION OF
MACHINISTS AND AEROSPACE WORKERS
/s/ Kenneth W. Thiede