August 31, 1994
1992 STOCK PLAN
FOR OUTSIDE DIRECTORS
The purposes of the Plan are to attract and retain
outstanding individuals as outside directors of the Company, to
compensate them for their contributions to the growth and profits
of the Company and its subsidiaries and to encourage ownership by
them of shares of Common Stock of the Company.
(a) 'Board' shall mean the Board of Directors of the
(b) 'Committee' shall mean the Compensation Committee of
the Board, selected by and serving at the pleasure of the Board.
(c) 'Shares' shall mean shares of the common stock of the
Company, par value $0.01 per share.
(d) 'Company' shall mean UAL Corporation.
(e) 'Outside Director' means a director of the Company who, on
the applicable Date of Award, is not an employee of the Company
or a subsidiary of the Company.
(f) 'Date of Award' shall mean the date on which Shares are
granted to Outside Directors pursuant to Section 3(a) hereof.
(g) 'Plan' shall mean the UAL Corporation 1992 Stock Plan
for Outside Directors.
(h) 'Recipient' shall mean an Outside Director of the
Company to whom Shares are granted pursuant to the Plan.
3. Shares Available Under the Plan.
(a) Each Outside Director shall be granted 100 Shares on
July 1, 1992 and shall be granted 100 Shares on the first
business day of January in each subsequent year commencing with
the year 1993; provided, however, that with respect to the year
1995 only, such grant of 100 Shares shall occur on the first
business day of the month of February.
(b) An aggregate of 20,000 Shares will be available for
grant under the Plan. Such Shares, which shall be treasury
shares, shall be credited to a Share reserve. Upon the grant of
Shares hereunder, said reserve shall be reduced by the number of
Shares so granted.
(c) In the event of any stock dividend, stock split,
recapitalization, or merger, consolidation, or reorganization in
which the Company is the survivor, appropriate adjustments shall
be made in the aggregate number and kind of Shares which may be
granted under the Plan. Such adjustments shall be made by the
Committee. In determining what adjustment, if any, is
appropriate, the Committee may rely on the advice of independent
counsel and the accountants of the Company, and the determination
of the Committee shall be final. No fractional Shares of stock
shall be granted or authorized by any such adjustment.
To the extent necessary, the Committee shall administer the
Plan and it shall have the power to (1) construe and interpret
the provisions of the Plan, (2) to prescribe, amend and rescind
such rules and regulations as it deems necessary for the proper
administration of the Plan, and (3) to take such action in
connection with administering the Plan as it deems necessary or
advisable. All determinations by the Committee in carrying out,
administering or construing this Plan shall be final, binding and
conclusive for all purposes and upon all persons interested
(a) Except as provided herein, no person shall at any time
have any right to receive a grant of Shares hereunder.
(b) Neither the action of the Company in establishing the
Plan, nor any action taken by it or by the Board or the Committee
under the Plan, nor any provision of the Plan, shall be construed
as giving to any person the right to be retained as a member of
6. Amendment, Suspension or Termination of the Plan in Whole or
(a) Except as provided in subsections (b) - (c) of this
Section 6, the Compensation Committee of the Board may amend,
suspend or terminate the Plan in whole or in part at any time.
(b) No amendment, suspension or termination shall, without
a Recipient's consent, affect adversely such Recipient's rights
with respect to Shares which have been granted to him.
(c) The provisions in the Plan shall not be amended more
than once every six months, except as permitted by Rule 16b-3(c)
(2)(ii)(B) promulgated under the Securities Exchange Act of
1934, as amended, or any successor thereto.
7. Continuation of Benefits.
Absent express provision to the contrary, upon the
dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one
or more corporations as a result of which the Company is not the
surviving corporation, the Plan shall terminate.
8. Governing Law.
This Plan, shall be governed by, and construed in accordance
with, the laws of the State of Illinois. If any provision shall
be held by a court of competent jurisdiction to be invalid and
unenforceable, the remaining provisions of this Plan shall
continue to be fully effective.