EXHIBIT 10.35
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UNITED AIR LINES, INC.
SUPPLEMENTAL RETIREMENT PLAN
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(As amended and restated
effective January 1, 1989)
TABLE OF CONTENTS
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Section Page
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Table of Defined Terms ii
1. Introduction 1
1.1. Purpose 1
1.2. Effective Date 1
1.3. Administration 1
1.4. Funding 1
2. Participation and Supplemental Benefits 2
2.1. Participation 2
2.2. Eligibility for Supplemental Benefits 2
2.3. Amount of Supplemental Benefits 3
2.4. Payment of Supplemental Benefits 3
2.5. Other Supplemental Benefit Plans 4
3. General Provisions 4
3.1. Employment Rights 4
3.2. Interest Not Transferable 5
3.3. Incompetency 5
3.4. Gender and Number 5
3.5. Controlling Law 5
3.6. Successors 5
3.7. Action by the Company 5
3.8. Defined Terms 5
4. Amendment and Termination 5
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TABLE OF DEFINED TERMS
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Plan Section
Term Where Found
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Amendments 2.4
Alternative IID Limitation 2.2 (c) (v)
Company 1.1
Deferred Incentive Award 2.2 (c) (ii)
Deferred Payment 2.2 (c) (iii)
Effective Date 1.2
Entitlement Year 2.2 (c) (ii) & (iii)
IRC 1.1
Incentive Plans 2.2 (c) (ii)
Participant 1.1
Plan 1.1
Retirement Plan 1.1
Retirement Plan Benefit 2.2 (a)
Subsection 5.8 2.2 (c) (iv)
Supplemental Benefits 1.4 & 2.3
Surviving Spouse 1.1
UAL Companies 1.1
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UNITED AIR LINES, INC.
SUPPLEMENTAL RETIREMENT PLAN
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(As amended and restated
effective January 1, 1989)
SECTION 1
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Introduction
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1.1 Purpose. The United Air Lines, Inc. Supplemental
Retirement Plan (the "Plan") is maintained by United Air Lines,
Inc. (the "Company") for the purpose of supplementing the
retirement incomes payable under the United Air Lines, Inc.
Non-Union Ground Employees' Retirement Plan or any successor plan
(the "Retirement Plan") to certain employees of the Company who
meet the requirements of section 2.1 of this Plan (each a
"Participant") or, if any such employee dies, his surviving
spouse, if any, to whom a pre-retirement survivor benefit is
payable under the Retirement Plan ("Surviving Spouse"), as
authorized by resolutions of the Company's Board of Directors
adopted on April 24, 1980, October 25, 1984, November 28, 1986,
June 1, 1987, and January 31, 1990. Except as otherwise provided
in section 2.5, it is the intent of this Plan to pay benefits
only if a Participant's last employment with the UAL Companies is
with the Company. The "UAL Companies" (individually a "UAL
Company") are UAL Corporation (formerly named Allegis
Corporation) and all other companies that together with UAL
Corporation are or have been members of a controlled group of
corporations as defined in 414(b) of the Internal Revenue Code
of 1986 ("IRC").
1.2. Effective Date. The Plan became effective
January 1, 1987 (the "Effective Date") and is amended and
restated effective January 1, 1989.
1.3. Administration. The Plan will be administered
by the Committee appointed by the Board of Directors for the
purpose of administering the Retirement Plan, currently the
Pension and Welfare Plans Administration Committee. In
administering this Plan the Committee will have all of the same
rights, duties, obligations, discretions, and protections it
possesses in connection with the administration of the Retirement
Plan, except for any duty or obligation related to maintaining
this Plan as a qualified plan under the IRC.
1.4. Funding. Benefits payable under this Plan
("Supplemental Benefits") to or on account of any Participant
will be paid directly by the Company and will be reflected on the
books of the Company as a general unsecured and unfunded
obligation of the Company unless and until this Plan is amended
to provide for a trust or other method of Plan funding.
SECTION 2
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Participation and Supplemental Benefits
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2.1. Participation. A person will become a
Participant in this Plan if he is a "Participant" (as defined in
the Retirement Plan) in the Retirement Plan on or after the
Effective Date and if he meets the eligibility requirements of
section 2.2 of this Plan.
2.2. Eligibility for Supplemental Benefits. A
Participant, or his Surviving Spouse, will be eligible for
Supplemental Benefits under the Plan if:
(a) On or after the Effective Date, he becomes entitled
to a Retirement Income Benefit, a Vested Termination
Benefit, a Pre-Retirement Survivor Benefit, or a Minimum
Spouse's Benefit, as the case may be, under the Retirement
Plan (any such benefit being hereafter referred to as a
"Retirement Plan Benefit");
(b) Except as otherwise provided in section 2.5 of this
Plan, the Company is the last of the UAL Companies for
which the Participant worked before he ceased all
employment with the UAL Companies; and
(c) Any one or more of the following is true with
respect to the Participant:
(i) his Retirement Plan Benefit is reduced
because of the limits imposed by IRC 415 or any
successor provision;
(ii) he, at any time before or after the
Effective Date, participated in the United Air Lines,
Inc. Management Incentive Plan, the UAL Corporation
Incentive Compensation Plan, or any predecessor plan of
either (the "Incentive Plans"), and payment of all or
any portion of any incentive award under the Incentive
Plans that otherwise would have been paid to him in a
year (the "Entitlement Year") is instead deferred until
a later year (any such Award is hereafter referred to
as a "Deferred Incentive Award"), resulting in the
exclusion of all or a portion of the Deferred Incentive
Award from the Earnings taken into account under the
Retirement Plan for the purpose of calculating a
Retirement Plan Benefit;
(iii) he, at any time before or after the
Effective Date, deferred a portion of his compensation
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pursuant to resolutions of the Company's Board of
Directors adopted on November 28, 1986 from the year
during which it otherwise would have been paid to him
("Entitlement Year") to a later year (any such deferred
compensation is hereafter referred to as a "Deferred
Payment"), resulting in the exclusion of all or a
portion of the Deferred Payment from the Earnings taken
into account under the Retirement Plan in calculating a
Retirement Plan Benefit;
(iv) his Retirement Plan Benefit is reduced
because of the application of subsection 5.8 (or any
successor provision) of the Retirement Plan
("Subsection 5.8") in the determination of his Accrued
Benefit under the Retirement Plan;
(v) his Retirement Plan Benefit is reduced
because the Company elected to use Alternative IID
provided in IRS Notice 88-131, I.R.B. 1988-52, dated
December 27, 1988, as it later may have been amended,
supplemented, or clarified (the "Alternative IID
Limitation"); or
(vi) his Retirement Plan Benefit is reduced
because of the limits imposed by IRC 401(a)(17) or any
successor provision.
2.3. Amount of Supplemental Benefits. A Participant
or his Surviving Spouse will be entitled to monthly Supplemental
Benefits payable under this Plan in an amount equal to the excess
of:
(a) The Retirement Plan Benefit that would have been
payable if (i) the amount of each Deferred Incentive Award
and each Deferred Payment, in each case if any, had been
included in the participant's Earnings under the
Retirement Plan for the Entitlement Year and (ii) such
benefit had been determined without regard to the
limitations on such benefit imposed by IRC 415 and
401(a)(17) or any successor provisions, without regard to
Subsection 5.8, and without regard to the Alternative IID
Limitation; over
(b) The Retirement Plan Benefit that is payable.
2.4. Payment of Supplemental Benefits. The
Supplemental Benefits payable to a Participant or Surviving
Spouse under this Plan will be paid in the same manner and form,
to the same person or persons (including beneficiaries under the
Retirement Plan), and at the same time as his or their Retirement
Plan Benefits; provided, however, that until the Retirement Plan
is amended to
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comply with those qualification requirements described in Income
Tax Regulations 1.401(b)-l(b)(2)(ii) (TRA `86) as contemplated
by Subsection 5.8 (the "Amendments"), no payments will be made
under this Plan with respect to a Participant who is a highly
compensated employee within the meaning of IRC 414(q)(1)(A) or
(B) and who terminated employment with the Company on or after
January 1, 1989 unless the recipient of such payments executes
and delivers to the Committee such agreements and documents as
the Committee may reasonably request providing for repayment to
the Company of so much of such payments as is duplicative of
payments made retroactively by the Retirement Plan as a result
of the Amendments.
2.5. Other Supplemental Benefit Plans.
Notwithstanding anything to the contrary in this Plan, if a
Participant or Surviving Spouse is entitled to both a
Supplemental Benefit under this Plan and one or more similar
benefits under one or more supplemental benefit plans of any of
the other UAL Companies, then any such Supplemental Benefit due
under this Plan will be reduced to the extent necessary to ensure
that the Participant or Surviving Spouse does not receive
aggregate supplemental benefits in excess of the Supplemental
Benefit that would be due under this Plan if all of the
Participant's employment and compensation with all of the UAL
Companies had instead been solely for the Company. If a person
would have been a Participant in this Plan but for his failure to
meet the condition of section 2.2(b) hereof that his last
employment with the UAL Companies was for the Company, and if he
met any of the conditions of section 2.2(c) of this Plan during
his employment with the Company, and if none of the supplemental
benefit plans of any of the other UAL Companies pays him the
Supplemental Benefit he would have been entitled to under this
Plan had he met the condition of section 2.2(b), then this Plan
will pay such Supplemental Benefit based solely on his employment
with the Company and, for vesting purposes only, his service with
the UAL Companies. In no event will this section 2.5 be
construed to provide a Supplemental Benefit, or reduce the
Supplemental Benefit payable hereunder as a result of that
portion of any Supplemental Benefits payable by any UAL Company,
with respect to a Participant's employment with any UAL Company
during any period when such UAL Company was not together with UAL
Corporation a member of a controlled group of corporations as
defined in IRC 414(b).
SECTION 3
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General Provisions
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3.1. Employment Rights. The establishment of the
Plan will not be construed to give any Participant the right to
be retained in the Company's service or to any benefits not
specifically provided by the Plan.
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3.2. Interest Not Transferable. Except as to the
withholding of any tax (including Social Security and
unemployment taxes, if applicable) under the laws of the United
States or any state, the interests of any Participant, Surviving
Spouse, or beneficiary under the Plan are not subject to the
claims of their creditors and may not be voluntarily or
involuntarily transferred, anticipated, assigned, alienated,
encumbered, or subjected to attachment, garnishment, levy,
execution, or other legal or equitable process.
3.3. Incompetency. Any Supplemental Benefits payable
hereunder to any person under a legal disability or who in the
judgment of the Committee is unable to properly manage his
financial affairs may be paid to the legal representative of such
person in any manner in which the Committee may select.
3.4. Gender and Number. Where the context admits,
words in the masculine gender include the feminine gender, the
plural includes the singular, and the singular includes the
plural.
3.5. Controlling Law. To the extent not superseded
by the laws of the United States, the laws of Illinois will
control in all matters relating to the Plan.
3.6. Successors. This Plan is binding on the
Company and any successor to the Company, whether such succession
is by way of purchase, merger, consolidation, or otherwise.
3.7. Action by the Company. Any action required or
permitted by the Company will be by resolution of its Board of
Directors or any person or persons authorized by resolution of
its Board of Directors.
3.8. Defined Terms. Terms used herein with initial
capitalization that are not defined herein or do not otherwise
clearly have another meaning will have the meaning given such
terms in the Retirement Plan.
SECTION 4
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Amendment and Termination
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While the Company expects to continue the Plan, it reserves
the right to amend the Plan from time to time or to terminate the
Plan, provided, however, that no amendment or termination may
reduce Supplemental Benefits that have already accrued to a
Participant under the Plan to the date of such amendment or
termination or that would accrue in the future under the Plan as
a result of a Participant accumulating additional years of
Participation under the Retirement Plan (unless any such
reduction is compensated for by a corresponding and related
increase in such Participant's Retirement Plan Benefit), nor may
the Plan be amended to reduce or eliminate any Supplemental
Benefit based
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on the difference between (i) Retirement Plan Benefits determined
without regard to IRC 415, IRC 401(a)(17), or any successor
provisions and (ii) Retirement Plan Benefits.
IN WITNESS WHEREOF, the Company has caused this Plan to be
amended and restated and, as amended and restated, to be executed
on its behalf, its corporate seal to be affixed, and such
execution to be attested to by its duly authorized officers as of
January 1, 1989.
UNITED AIR LINES, INC.
By: /s/ Edward H. Hoenicke
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Edward H. Hoenicke
Senior Vice President and
General Counsel and
Chairman, Pension and
Welfare Plans Administration
Committee
[Seal]
Attest:
/s/ Joseph T. Kane
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Joseph T. Kane
Secretary
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UNITED AIR LINES, INC. SUPPLEMENTAL RETIREMENT PLAN
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This is a defined benefit plan and a non IRS qualified plan
covering non-union ground employees whose last employment is with
the Company. The purpose of this Plan is to supplement the
retirement incomes payable under the United Air Lines, Inc. Non-
Union Ground Employees' Plan or any successor plan to certain
employees of the Company, or the surviving spouse when
applicable.
Plan No. NA Key
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A: 1/1/87 A = Adopted
E: 1/1/87 E = Effective
B: 4/24/80, 10/25/84, 11/28/86 & 6/1/87 B = Board Resolution
D: NA D = IRS Determination
Date
NA = Not Applicable
AMENDMENT SUMMARY
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No amendments.