{"id":38823,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employee-stock-ownership-plan-ual-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employee-stock-ownership-plan-ual-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employee-stock-ownership-plan-ual-corp.html","title":{"rendered":"Employee Stock Ownership Plan &#8211; UAL Corp."},"content":{"rendered":"<pre>     UAL CORPORATION\n\n     EMPLOYEE STOCK OWNERSHIP PLAN\n\n     (EFFECTIVE AS OF JULY 12, 1994) \n\n\n\n     TABLE OF CONTENTS  \n                                                               PAGE\n\n     PREAMBLE . . . . . . . . . . . . . . . . . . . . . . . . .    \n     SECTION 1 Definitions. . . . . . . . . . . . . . . . . . .     \n     SECTION 2 Plan Participation . . . . . . . . . . . . . . . \n     SECTION 3 Contributions. . . . . . . . . . . . . . . . . .  \n     SECTION 4 Investment of Trust Fund . . . . . . . . . . . . \n     SECTION 5 Plan Accounting. . . . . . . . . . . . . . . . .  \n     SECTION 6 Vesting. . . . . . . . . . . . . . . . . . . . .\n     SECTION 7 Distributions. . . . . . . . . . . . . . . . . .\n     SECTION 8 Voting and Certain Dispositions of Company Stock.\n     SECTION 9 Rights, Restrictions and Options on Company Stock.\n     SECTION 10 Dividends . . . . . . . . . . . . . . . . . . . . \n     SECTION 11 Administration. . . . . . . . . . . . . . . . . . \n     SECTION 12 Claims Procedure. . . . . . . . . . . . . . . . .   \n     SECTION 13 Amendment and Termination . . . . . . . . . . . .   \n     SECTION 14 Top-Heavy Provisions. . . . . . . . . . . . . . .   \n     SECTION 15 Miscellaneous . . . . . . . . . . . . . . . . . .   \n\n\n          UAL CORPORATION\n\n          EMPLOYEE STOCK OWNERSHIP PLAN\n          (EFFECTIVE AS OF JULY 12, 1994)\n\n          PREAMBLE\n\n          NATURE OF PLAN\n\n               The Plan has been established to enable Eligible\n          Employees of the Company and certain of its Affiliates to\n          acquire stock ownership interests in the Company. The Plan\n          is designed to invest exclusively in Company Stock (except\n          for de minimis investments of cash pending investment in\n          Company Stock or pending distribution to Participants) and,\n          to the extent it is an employee stock ownership plan,\n          primarily in \"qualifying employer securities\" (as defined in\n          Code section 4975(e)(8)).\n\n               Subject to Section 13, the Plan is intended to be\n          permanent and to benefit Eligible Employees of the Company\n          and its participating Affiliates on the Effective Date, as\n          well as the Eligible Employees entering employment\n          thereafter.\n\n               The Plan consists of an employee stock ownership plan\n          and a stock bonus plan. The employee stock ownership plan\n          (\"Part A\" hereof) forms a part of the stock bonus plan,\n          includes a money purchase pension plan and is intended to be\n          qualified under Code sections 401(a) and 4975(e)(7). With\n          respect to the portion of this Plan that is an employee\n          stock ownership plan, as a single employee stock ownership\n          plan: (i) the Initial Acquisition Loan and the Additional\n          Acquisition Loans shall be a joint obligation of the\n          component plans, (ii) the Plan shall not maintain separate\n          Loan Suspense Accounts for the stock bonus and money\n          purchase pension components, (iii) dividends paid on Company\n          Stock in either such component plan shall be used to repay\n          the Initial Acquisition Loan and the Additional Acquisition\n          Loans to the extent provided in the Plan, and (iv) separate\n          Accounts shall not be maintained for Participants with\n          respect to such component plans. The Trust holding the\n          assets of the Trust Fund is intended to be exempt from\n          taxation under Code section 501(a).\n\n               The Plan consists of two portions, a \"leveraged\"\n          portion (Part A) that is intended to be an employee stock\n          ownership plan and an \"unleveraged\" portion (Part B). Part A\n          consists of both a stock bonus plan component and a money\n          purchase pension plan component and Part B consists solely\n          of a stock bonus plan component. Unless the context\n          otherwise requires or unless specifically provided, all\n          provisions of this Plan document shall apply to both Part A\n          and Part B.\n\n          TRANSACTION\n\n               The Plan is part of an overall program (which includes\n          the Supplemental Plan) resulting in the acquisition by\n          Eligible Employees of a majority ownership stake in the\n          Company as contemplated by the Agreement and Plan of\n          Recapitalization, among UAL Corporation and Air Line Pilots\n          Association, International and International Association of\n          Machinists and Aerospace Workers, as amended (the\n          \"Recapitalization Agreement\"). Specifically, on the\n          Effective Date, Eligible Employees will become entitled to\n          receive 55% of the equity and voting power of the Company\n          through the Trust and the Supplemental Trust. The overall\n          program will be accomplished by the allocation to individual\n          Participant accounts over the Wage Investment Period of\n          shares of Class 1 Non-Voting Preferred Stock, Class 2\n          Non-Voting Preferred Stock and Voting Preferred Stock under\n          the Trust and Supplemental Trust (or equivalent fictional\n          book-entry shares under the Supplemental Plan), which shares\n          shall, in the aggregate, be convertible into shares of\n          Common Stock in an amount that represents 55% of the\n          Company's equity and voting power measured as of the\n          Effective Date. In addition, as described under the\n          paragraph entitled \"Additional Shares\" below, depending on\n          the market price per share of the Common Stock during the\n          one-year period commencing on the Effective Date, up to an\n          additional 8% of the Company's equity and voting power may\n          be allocated to Participants' accounts under the Plan and\n          the Supplemental Plan, bringing the total up to 63% of the\n          equity and voting power of the Company.\n\n               Of the overall Employee stake, 46.23% of the underlying\n          shares, including the Additional Shares, if any, will be\n          reserved for allocation to the ALPA Employee Group, 37.13%\n          of the underlying shares will be reserved for allocation to\n          the IAM Employee Group and 16.64% of the underlying shares\n          will be reserved for allocation to the Management and\n          Salaried Employee Group. \n           \n               If there were no Code limitations on compensation and\n          allocations, all shares to be acquired under the overall\n          program would be delivered solely under Part A and such\n          shares would be allocated to Participants of the respective\n          Employee Groups over the Wage Investment Period in\n          accordance with the percentages set forth in the preceding\n          paragraph. Because such Code limitations will, in fact,\n          operate to limit the annual benefits available under Part A,\n          only a portion (expected to be approximately 78.15% of the\n          underlying shares of Preferred Stock) will be acquired by\n          the Trust from time to time on and after the Effective Date\n          and allocated to Participants under Part A. To maximize\n          certain employee stock ownership plan-related tax benefits,\n          the Employee Groups may receive less than their overall\n          equity ownership interest under Part A, with the balance to\n          be received under Part B and the Supplemental Plan. Most of\n          the shares allocable under Part B and the Supplemental Plan\n          will be allocable to the ALPA Employee Group. (The preceding\n          does not refer to Voting Preferred Stock; it will be\n          contributed and allocated for all Employee Groups as\n          described below under the paragraph entitled \"Part B: Voting\n          Preferred Stock.\") \n           \n               Shares not acquired under Part A will be allocated to\n          appropriate Participant Accounts under Part B, subject to\n          Code limitations, including Code sections 401(a)(4),\n          401(a)(17) and 415. To the extent that shares cannot be\n          allocated under Part B by reason of those Code limitations,\n          such shares will be allocated to accounts of appropriate\n          Participants in accordance with the provisions of the\n          Supplemental Plan.\n\n               The combined effect of the allocations under the\n          overall program (Part A, Part B and the Supplemental Plan)\n          will be to put each Participant, to the extent possible, in\n          the position such Participant would have been had all\n          shares, including the Additional Shares, if any, been\n          delivered to and allocated under Part A.\n\n          PART A\n\n               With respect to Part A, it is intended that, on the\n          Effective Date and from time to time thereafter, the Trustee\n          will enter into the Initial Acquisition Loan and Additional\n          Acquisition Loans on behalf of the Trust and use the\n          proceeds thereof to purchase shares of Preferred Stock,\n          representing approximately 42.9825% of the equity of the\n          Company (subject to increase due to any Additional Shares\n          issued). The Preferred Stock purchased will be Class 1\n          Non-Voting Preferred Stock. The shares of Class 1 Non-Voting\n          Preferred Stock will be allocated ratably, over the Wage\n          Investment Period, to the Employee Groups in accordance with\n          the following percentages:\n\n               ALPA Employee Group - 31.759437%\n               IAM Employee Group - 47.511196%\n               Management and Salaried Employee Group - 20.729367%\n\n          PART B: CLASS 2 NON-VOTING PREFERRED STOCK\n\n               With respect to Part B, it is intended that the Company\n          will contribute (or will cause the trustee of the\n          Supplemental Trust to transfer), during the Wage Investment\n          Period, shares of Class 2 Non-Voting Preferred Stock\n          (including Additional Shares, if any) to the Plan. Subject\n          to certain Code limitations, such shares will be allocated\n          to Participants who receive less than their full entitlement\n          under the overall program under Part A. In general, the\n          formula for determining the amount of allocations under Part\n          B to make up for the shortfall of Company Stock delivered\n          under Part A is set forth in Section 5.4(c). \n\n          PART B: VOTING PREFERRED STOCK\n\n               With respect to Part B, it is also intended that the\n          Company will contribute, during the Wage Investment Period,\n          shares of Voting Preferred Stock to the Plan. The Voting\n          Preferred Stock contributed will be comprised of three\n          classes. A separate class of Voting Preferred Stock,\n          representing 25.4265% of the voting power of the Company,\n          will be reserved for allocation to Participants who are\n          members of the ALPA Employee Group (\"Class P\"); a separate\n          class of Voting Preferred Stock, representing 20.4215% of\n          the voting power of the Company, will be reserved for\n          allocation to Participants who are members of the IAM\n          Employee Group (\"Class M\"); and a separate class of Voting\n          Preferred Stock, representing 9.152% of the voting power of\n          the Company, will be reserved for allocation to Participants\n          who are members of the Management and Salaried Employee\n          Group (\"Class S\"). (The shares reserved above include shares\n          reserved for allocation to the respective Employee Groups\n          under the Supplemental Plan and Supplemental Trust.) Such\n          percentages shall be appropriately adjusted in the event the\n          initial Employee ownership percentage is increased (up to\n          63% in the aggregate) as provided below. It is intended that\n          the number of shares of Voting Preferred Stock to be\n          allocated to each Participant's Account on each Valuation\n          Date will equal the number of shares of Preferred Stock\n          allocated to that Participant under Part A and Part B on\n          such Valuation Date (taking into account the special\n          Effective Date contribution and allocation described below).\n          The terms of each class of Voting Preferred Stock provide\n          that the shares outstanding at any particular time (in\n          combination with any shares of Common Stock held by the\n          Trustee or trustee under the Supplemental Trust allocable or\n          allocated to the relevant Employee Group) will command the\n          aggregate voting power reserved for such Employee Group.\n          Thus, for example, if there are 100 shares of Class P\n          outstanding, each such share will command 1% of the voting\n          power reserved for the ALPA Employee Group (25.4265%,\n          assuming 55% ownership by Employees). As additional shares\n          of Class P are issued, the per share voting power will\n          decrease proportionately.\n\n               As a special Employer Contribution, one share of each\n          of Class P, Class M and Class S will be contributed by the\n          Company to Part B on the Effective Date. These three shares\n          will be allocated, per capita, to the Accounts of the\n          appropriate Participants under Part B on the Effective Date.\n\n          SUPPLEMENTAL PLAN AND SUPPLEMENTAL TRUST\n\n               To the extent that, in any Plan Year during the Wage\n          Investment Period, shares of Company Stock cannot be\n          allocated to a Participant's Account by reason of any Code\n          limitations, including Code section 401(a)(17), Code section\n          415 and Code section 401(a)(4), appropriate credits will be\n          made to the accounts of the affected Participants under the\n          Supplemental Plan (attached hereto as Exhibit A) in\n          accordance with the terms thereof and shares of Voting\n          Preferred Stock (and in certain circumstances, Class 2\n          Non-Voting Preferred Stock) used to satisfy the relevant\n          credits will be held in the Supplemental Trust (attached\n          hereto as Exhibit B) in accordance with the terms thereof\n          for the benefit of the affected Participants.\n\n          PART B: FLOWBACK\n\n               During and after the Wage Investment Period, to the\n          extent that the allocation of shares of Company Stock under\n          the Plan for any Participant was limited in a prior Plan\n          Year by reason of the limitations of Code section\n          401(a)(17), Code section 415 or Code section 401(a)(4) (with\n          the result that the Participant received corresponding\n          credits under the Supplemental Plan), it is intended that\n          the Company will contribute (or the Company will cause the\n          trustee of the Supplemental Trust to transfer) to such\n          Participant's Account shares of Class 2 Non-Voting Preferred\n          Stock and shares of Voting Preferred Stock, as the case may\n          be, in a subsequent Plan Year, and that such shares will be\n          allocated under this Plan to the Accounts of the affected\n          Participants in accordance with the terms hereof, subject to\n          any applicable Code limitations as applied to the subsequent\n          Plan Year (and corresponding debits will be made under the\n          Supplemental Plan).\n\n          ADDITIONAL SHARES:\n\n               Depending on the fair market value per share of the\n          Common Stock during the one-year period commencing on the\n          Effective Date, a number of additional shares determined in\n          accordance with Section 1.6 and Section 1.10 of the\n          Recapitalization Agreement will be allocated to\n          Participants' Accounts under the Plan and participants'\n          accounts under the Supplemental Plan over the remainder of\n          the Wage Investment Period. Such number of shares of Company\n          Stock will be allocated to the Employee Groups in accordance\n          with the percentages specified in the paragraph above\n          entitled \"Transaction.\" \n\n               In general, 78.15% of the Additional Shares which are\n          Preferred Stock will be Class 1 Non-Voting Preferred Stock;\n          provided, however, that the portion of the Additional Shares\n          attributable to Preferred Stock allocated as of December 31,\n          1994 will be Class 2 Non-Voting Preferred Stock contributed\n          to Part B or allocated as credits under the Supplemental\n          Plan as of December 31, 1994. Except as described in the\n          foregoing proviso, it is intended that such Additional\n          Shares of Class 1 Non-Voting Preferred Stock will increase,\n          on a pro rata basis, the number of such shares acquired\n          pursuant to each Additional Acquisition Loan. Unless the\n          parties agree otherwise, these Class 1 shares will be\n          allocated over the remainder of the Wage Investment Period\n          in accordance with the percentages set forth under Part A\n          above.\n\n               Any Additional Shares not sold to the Trustee pursuant\n          to Part A will be contributed by the Company to Part B or\n          credited to the Supplemental Plan during the remainder of\n          the Wage Investment Period. Subject to certain Code\n          limitations, such shares will be allocated to Participants\n          who receive less than their full entitlement, giving effect\n          to the allocation of the Additional Shares, of shares of\n          Class 1 Non-Voting Preferred Stock under Part A. To the\n          extent possible, the formula in Section 5.4(c) will be\n          applied by assuming all Additional Shares (other than the\n          shares of Voting Preferred Stock) had been sold to the Trust\n          under Part A on the Effective Date and allocated ratably\n          over the following 69 months.\n\n          SECTION 1\n\n          DEFINITIONS\n\n               In this Plan (including the preamble), whenever the\n          context so indicates, the singular or plural number and the\n          masculine or feminine gender shall be deemed to include the\n          other, the terms \"he,\" \"his,\" and \"him\" shall refer to a\n          Participant or Beneficiary, as the case may be, and, except\n          as otherwise provided, or unless the context otherwise\n          requires, the capitalized terms shall have the following\n          meanings:\n\n                    (a) \"Account\" or \"Accounts\" mean a Participant's\n               or Beneficiary's ESOP Stock Account and\/or his ESOP\n               Cash Account, as the context so requires.\n\n                    (b) \"Acquisition Loan\" means a loan (or other\n               extension of credit, including an installment\n               obligation to a party in interest (as defined in ERISA\n               section 3(14))) incurred by the Trustee in connection\n               with the purchase of Company Stock.\n\n                    (c) \"Additional Acquisition Loans\" means the\n               Acquisition Loans entered into from time to time after\n               the Effective Date between the Trustee and the Company\n               as contemplated by Section 1.6 of the Recapitalization\n               Agreement.\n\n                    (d) \"Additional Shares\" means the number of\n               additional shares, if any, of Company Stock to be\n               issued by the Company in accordance with Section 1.10\n               of the Recapitalization Agreement. Any reference herein\n               to additional shares shall only be applicable when, if\n               and to the extent that additional shares are determined\n               to be issuable in accordance with Section 1.10 of the\n               Recapitalization Agreement.\n\n                    (e) \"Affiliate\" means any corporation, trade or\n               business, which, at the time of reference, is together\n               with the Company, a member of a controlled group of\n               corporations, a group of trades or businesses (whether\n               or not incorporated) under common control or an\n               affiliated service group, as described in Code sections\n               414(b), 414(c) and 414(m), respectively, or any other\n               organization treated as a single employer under Code\n               section 414(o); provided, however, that, where the\n               context so requires, the term \"Affiliate\" shall be\n               construed to give full effect to the provisions of Code\n               sections 409(l)(4) and 415(h).\n\n                    (f) \"ALPA\" means the Air Line Pilots Association,\n               International. \n\n                    (g) \"ALPA Employee Group\" means Eligible Employees\n               in classifications represented by ALPA under the\n               Railway Labor Act who are either listed on the Pilots'\n               System Seniority List or Second Officer Eligibility\n               Seniority List.\n\n                    (h) \"Beneficiary\" means the person or persons to\n               whom a deceased Participant's benefits are payable\n               under the Plan all as provided in Section 7.9.\n\n                    (i) \"Board of Directors\" means the board of\n               directors of the Company. \n\n                    (j) \"Class 1 Non-Voting Preferred Stock\" means the\n               shares of Class 1 ESOP Convertible Preferred Stock\n               issued by the Company and allocated under Part A.\n\n                    (k) \"Class 2 Non-Voting Preferred Stock\" means the\n               shares of Class 2 ESOP Convertible Preferred Stock\n               issued by the Company and allocated under Part B. Any\n               reference to such shares credited under the\n               Supplemental Plan shall be deemed to be a reference to\n               fictional book-entry shares of Class 2 Non-Voting\n               Preferred Stock credited under the Supplemental Plan. \n\n                    (l) \"Code\" means the provisions of the Internal\n               Revenue Code of 1986, as amended, and all successor\n               laws thereto. Where the Plan refers to a particular\n               section of the Code, such reference shall also apply to\n               any successor to that section.\n\n                    (m) \"Common Stock\" means common stock issued by\n               the Company that meets the requirements of Code section\n               409(l), which on the Effective Date includes the common\n               stock that may be received upon the conversion of the\n               Preferred Stock and Voting Preferred Stock.\n\n                    (n) \"Company\" means UAL Corporation and any\n               successor corporation or entity to the Company by\n               merger, consolidation or otherwise. \n\n                    (o) \"Company Stock\" means Voting Preferred Stock,\n               Common Stock and\/or Preferred Stock, as the context so\n               requires.\n\n                    (p) \"Compensation\" means (i) the total cash\n               compensation paid to the Participant, for services\n               while a Participant and an Eligible Employee, during\n               the Plan Year for services rendered to his Employer,\n               including bonuses and overtime pay, plus (ii) elective\n               deferrals under a plan meeting the requirements of Code\n               section 401(k) or Code section 125 for such Plan Year,\n               but excluding reimbursement of moving expenses,\n               relocation allowances, housing allowances,\n               reimbursement of membership costs and dues, other\n               expense reimbursement payments and allowances,\n               severance pay or other special payments relating to\n               termination of employment by retirement or otherwise\n               and cash payments in respect of stock appreciation\n               rights. With respect to the Management and Salaried\n               Employee Group only, Compensation shall not include pay\n               received for vacation time that was accrued but not\n               actually taken as vacation before termination of\n               employment by retirement or otherwise. A Participant's\n               Compensation shall not exceed $150,000 (as adjusted\n               pursuant to Code section 401(a)(17)); provided,\n               however, that with respect to Part A, Compensation of a\n               Participant who is a member of the ALPA Employee Group\n               shall be limited to an amount equal to four times the\n               dollar limitation under Code section 415(c)(1)(A) (as\n               adjusted pursuant to Code section 415). Compensation\n               for services performed prior to July 13, 1994 or after\n               the end of the Wage Investment Period shall not be\n               taken into account under the Plan, except for purposes\n               of applying any Code limitations. \n\n                    (q) \"Control Transaction\" means (a) any tender\n               offer or exchange offer for Company Stock or any other\n               opportunity or series of opportunities for the Plan to\n               dispose of (or convert in connection with a sale,\n               exchange or disposition) at least 3% of its Company\n               Stock (other than conversions or dispositions to\n               effectuate distributions or diversification elections\n               under the Plan), and (b) any transaction or series of\n               related transactions pursuant to which any person or\n               group (as defined in Rule 13d-3 under the Exchange Act)\n               acquires or seeks to acquire, directly or indirectly,\n               \"control\" (as defined in the Exchange Act) of the\n               Company or of all or a substantial portion of the\n               tangible or intangible assets of the Company and its\n               subsidiaries, whether by merger, consolidation, share\n               exchange, tender offer, exchange offer, sale, lease,\n               exchange, conversion, voting trust, proxy or otherwise.\n               For purposes of Plan provisions relating to a \"Control\n               Transaction,\" \"person\" means an individual,\n               corporation, association, partnership, joint venture,\n               limited liability company, trust, estate,\n               unincorporated organization, governmental authority,\n               judicial entity or other entity.\n\n                    (r) \"Effective Date\" means July 12, 1994.\n\n                    (s) \"Eligible Employee\" means any Employee of an\n               Employer (other than any employee who is not a member\n               of an Employee Group and any \"leased employee\" (as\n               defined in Code section 414(n))), subject to the\n               following: \n\n                         (i) if an Employee is included in a unit of\n                    Employees covered by a collective bargaining\n                    agreement, he shall not be an Eligible Employee\n                    unless the applicable collective bargaining\n                    agreement expressly provides that he shall be\n                    eligible to participate in this Plan. On the\n                    Effective Date, members of the ALPA Employee\n                    Group, the IAM Employee Group, and, if the\n                    Transport Workers Union collective bargaining\n                    agreement so provides, the meteorologist Employees\n                    who are members of a group represented by the\n                    Transport Workers Union (these meteorologists are\n                    members of the Management and Salaried Employee\n                    Group) are Eligible Employees;\n\n                         (ii) an Employee shall not be an Eligible\n                    Employee if he is a non-resident alien with no\n                    earned income from U.S. sources; \n           \n                         (iii) an Employee shall not be an Eligible\n                    Employee as of the date his Compensation no longer\n                    reflects all of the wage concessions contemplated\n                    as part of the recapitalization of UAL effective\n                    July 12, 1994; and\n\n                         (iv) with respect to an Employee who is a\n                    member of the Management and Salaried Employee\n                    Group, the Employer may provide in a resolution of\n                    its board of directors, additional limitations for\n                    participation with the consent of the Board of\n                    Directors; provided, however, that any such\n                    limitation shall not have the effect of reducing\n                    the amount of Company Stock intended to be\n                    allocated to the Management and Salaried Employee\n                    Group under Part A or affect the method or pace of\n                    allocations of Company Stock in a manner that\n                    would adversely affect the Plan's projected\n                    ability to meet the requirements of Code section\n                    415(c)(6).\n\n                    (t) \"Employee\" means any person, including an\n               officer or director, who is actually performing\n               services for the Company or any of its Affiliates in a\n               common-law, employer-employee relationship and treated\n               as an employee on the payroll records and any \"leased\n               employee\" (within the meaning of Code section 414(n)).\n\n                    (u) \"Employee Group\" means each of the ALPA\n               Employee Group, the IAM Employee Group and the\n               Management and Salaried Employee Group. \n\n                    (v) \"Employer\" means the Company or any of its\n               Affiliates (or a division or business unit thereof)\n               that has adopted the Plan with the consent of the Board\n               of Directors.\n\n                    (w) \"Employer Contribution\" means the amount\n               contributed, whether in cash or in kind, by each\n               Employer pursuant to the provisions of Section 3.1.\n\n                    (x) \"Entry Date\" means, with respect to each\n               Eligible Employee employed on the Effective Date, the\n               Effective Date, and with respect to each Eligible\n               Employee employed after the Effective Date, (i) in the\n               case of members of the ALPA Employee Group, the\n               employment commencement date (or reemployment\n               commencement date), (ii) in the case of members of the\n               IAM, the first day of the first payroll period\n               coincident with or next following the date the Eligible\n               Employee becomes a member of the IAM Employee Group,\n               and (iii) in the case of members of the Management and\n               Salaried Employee Group, the first day of the first\n               payroll period coincident with or next following the\n               anniversary date of the Eligible Employee's employment\n               commencement date (or reemployment commencement date);\n               provided, however, that if such Eligible Employee's\n               employment with the Employers terminates before he\n               becomes a Participant and such Eligible Employee\n               returns to the employ of an Employer within one year of\n               such termination, the Entry Date shall be the first day\n               of the first payroll period coincident with or next\n               following the later of (i) the reemployment\n               commencement date or (ii) the anniversary date of such\n               Eligible Employee's employment commencement date. Any\n               Participant whose employment with the Employers\n               terminates and who returns to the employ of an Employer\n               as an Eligible Employee shall become a Participant\n               immediately. \n\n                    (y) \"ERISA\" means the provisions of the Employee\n               Retirement Income Security Act of 1974, as amended, and\n               all successor laws thereto. Where the Plan refers to a\n               particular section of ERISA, such reference shall also\n               apply to any successor to that section.\n\n                    (z) \"ESOP Cash Account\" means the account\n               established and maintained in the name of each\n               Participant or Beneficiary to reflect his share of the\n               Trust Fund, other than Company Stock.\n\n                    (aa) \"ESOP Committee\" means the committee\n               appointed to administer the Plan pursuant to Section\n               11.\n\n                    (ab) \"ESOP Stock Account\" means the account\n               established and maintained in the name of each\n               Participant or Beneficiary to reflect his share of\n               Company Stock.\n\n                    (ac) \"Exchange Act\" means the Securities Exchange\n               Act of 1934, as amended.\n\n                    (bb) \"Financed Shares\" means shares of Company\n               Stock acquired by the Trustee with the proceeds of an\n               Acquisition Loan, which shall constitute \"qualifying\n               employer securities\" under Code section 409(l) and any\n               shares of Company Stock received upon conversion or\n               exchange of such shares. \n\n                    (cc) \"IAM\" means the International Association of\n               Machinists and Aerospace Workers.\n\n                    (dd) \"IAM Employee Group\" means non-probationary\n               regular Employees (other than Employees employed on a\n               temporary basis) who are both (i) classified by the\n               Company as Mechanic and Related Employees, Ramp and\n               Stores Employees, Food Services Employees, Security\n               Officers, Dispatchers, or Communications Employees and\n               (ii) members of a group of employees represented by the\n               International Association of Machinists and Aerospace\n               Workers, AFL-CIO.\n\n                    (ee) \"Initial Acquisition Loan\" means the\n               Acquisition Loan or Acquisition Loans entered into on\n               the Effective Date between the Trustee and the Company\n               pursuant to the Preferred Stock Purchase Agreement.\n\n                    (ff) \"Loan Suspense Account\" means the suspense\n               account in the Trust to which Financed Shares are\n               initially credited prior to release for allocation to\n               Participants' ESOP Stock Accounts. Subaccounts shall be\n               maintained to reflect Financed Shares acquired with the\n               Initial Acquisition Loan and each applicable Additional\n               Acquisition Loan.\n\n                    (gg) \"Management and Salaried Employee Group\"\n               means Eligible Employees who perform the functions\n               performed by the salaried and managerial Employees on\n               the Effective Date (including any functions that such\n               Employees will perform in the future). Furthermore,\n               Eligible Employees who are meteorologists represented\n               by the Transport Workers Union are members of the\n               Management and Salaried Employee Group. \n\n                    (hh) \"Normal Retirement Date\" means (i) in the\n               case of a Participant who is a member of the ALPA\n               Employee Group, the date on which such Participant\n               attains age 60, and (ii) in the case of any other\n               Participant, the date on which such Participant attains\n               age 65.\n\n                    (ii) \"Part A\" means the portion of the Plan under\n               which benefits are provided for Participants through\n               the purchase of shares of Class 1 Non- Voting Preferred\n               Stock acquired with the proceeds of the Initial\n               Acquisition Loan and Additional Acquisition Loans.\n\n                    (jj) \"Part B\" means the portion of the Plan under\n               which benefits are provided for Participants through\n               the contribution of shares of Class 2 Non-Voting\n               Preferred Stock and Voting Preferred Stock by the\n               Company or through the transfer of any such shares from\n               the Supplemental Trust. \n\n                    (kk) \"Participant\" means any Eligible Employee who\n               has become a Participant in accordance with Section 2\n               or any other person with an Account balance under the\n               Plan.\n\n                    (ll) \"Plan\" means the UAL Corporation Employee\n               Stock Ownership Plan, consisting of Part A and Part B,\n               as amended from time to time. The Trust created in\n               connection with the Plan shall be incorporated in, and\n               form a part of, the Plan.\n\n                    (mm) \"Plan Year\" means the calendar year;\n               provided, however, that the initial Plan Year shall\n               commence on the Effective Date and end on December 31,\n               1994.\n\n                    (nn) \"Preferred Stock\" means the Class 1\n               Non-Voting Preferred Stock and the Class 2 Non-Voting\n               Preferred Stock.\n\n                    (oo) \"Preferred Stock Purchase Agreement\" means\n               either (i) the stock purchase agreement, dated as of\n               March 25, 1994, as amended, effective July 12, 1994, by\n               and between the Company and the Trustee pursuant to\n               which shares of Class 1 Non-Voting Preferred Stock will\n               be purchased by the Trustee for allocation under Part A\n               and\/or (ii) the stock purchase agreements by and\n               between the Company and the Trustee pursuant to which\n               Additional Shares of Class 1 Non-Voting Preferred Stock\n               will be purchased by the Trustee in connection with\n               Additional Acquisition Loans for allocation under Part\n               A, as the context so requires. \n\n                    (pp) \"Supplemental Plan\" means the UAL Corporation\n               Supplemental ESOP, effective July 12, 1994. \n\n                    (qq) \"Supplemental Trust\" means the UAL\n               Corporation Supplemental ESOP Trust, effective July 12,\n               1994. \n\n                    (rr) \"Total Disability\" means that, in the opinion\n               of a physician selected by the ESOP Committee, the\n               Participant is permanently incapable of performing\n               services for his Employer or any of its Affiliates due\n               to a disability; provided, however, that for any member\n               of the ALPA Employee Group, \"Total Disability\" shall\n               have the meaning ascribed thereto in the United Air\n               Lines, Inc. Pilots' Fixed Benefit Retirement Income\n               Plan.\n\n                    (ss) \"Trust\" means the UAL Corporation Employee\n               Stock Ownership Plan Trust created in connection with\n               the establishment of the Plan. \n\n                    (tt) \"Trust Agreement\" means the trust agreement\n               establishing the Trust.\n\n                    (uu) \"Trust Fund\" means the assets held in the\n               Trust for the benefit of the Participants and their\n               Beneficiaries.\n\n                    (vv) \"Trustee\" means the trustee or trustees from\n               time to time in office under the Trust Agreement.\n\n                    (ww) \"Valuation Date\" means the last day of each\n               Plan Year, April 12, 2000 (except for Participants in\n               the IAM Employee Group) and July 12, 2000 for\n               Participants in the IAM Employee Group and any other\n               date selected by the ESOP Committee as necessary for\n               the equitable operation of the Plan.  \n\n                    (xx) \"Voting Preferred Stock\" means the shares of\n               each class of ESOP Voting Junior Preferred Stock issued\n               by the Company. Such preferred stock consists of Class\n               P, Class M and Class S.\n\n                    (yy) \"Wage Investment\" means, for a member of the\n               IAM Employee Group, the sum of:\n\n                         (i) The product of (A) the number of hours\n                    for which the Participant is compensated during a\n                    Plan Year, multiplied by (B) the difference\n                    between the \"book rate of pay\" as in effect\n                    immediately prior to the Effective Date and the\n                    \"actual rate of pay\" as in effect on the Effective\n                    Date for services rendered during a Plan Year;\n                    plus\n\n                         (ii) the sum of the following: (A) the amount\n                    determined under item (i) times 7.6% (which\n                    represents the Employers' portion of the FICA\n                    tax), (B) the amount determined under item (i)\n                    times .46% (which represents the Employers'\n                    portion of the FUTA tax), (C) the amount\n                    determined under item (i) times .05% (which\n                    represents the Employers' contribution for long\n                    term disability coverage), and (D) the amount\n                    determined under item (i) times .4% (which\n                    represents the Employers' contribution for life\n                    insurance coverage); provided, however, that in\n                    the case of each of the items (A) through (D)\n                    above, the members of the ESOP Committee appointed\n                    by the IAM may require the substitution of an\n                    alternative percentage which they deem appropriate\n                    and which is uniformly applicable to each member\n                    of the IAM Employee Group; plus \n\n                         (iii) the book rate of pay as in effect\n                    immediately prior to the Effective Date for each\n                    hour, or fraction thereof, of lunch (or other\n                    meal) periods multiplied by the number of days\n                    services are rendered during a Plan Year.\n\n               For purposes hereof, \"book rate of pay\" means the\n          hourly rate of pay including increases due to overtime,\n          premium pay and shift differentials that would have been\n          paid to each IAM Employee Group member on the day\n          immediately preceding the Effective Date, and as adjusted\n          over the Wage Investment Period to account solely for\n          increments due based on changes in the scale or step for\n          each such member, and \"actual rate of pay\" means the hourly\n          rate of pay for each IAM Employee Group member on the\n          Effective Date, as adjusted over the Wage Investment Period\n          to account solely for increments based on changes in the\n          scale or step and not on account of negotiated changes\n          effective during the Wage Investment Period. If a member of\n          the IAM Employee Group changes job classifications (for\n          example, due to a promotion), then such member's book rate\n          of pay and actual rate of pay shall, following the change of\n          job classifications, be determined by reference to the\n          member's new job classification. The calculation of the Wage\n          Investment shall be made by using the information reasonably\n          available to the Employers under the Employers'\n          recordkeeping and payroll systems. The Wage Investment may\n          be calculated by using reasonable estimates, and the members\n          of the ESOP Committee appointed by the IAM shall adopt any\n          such reasonable estimates as are necessary for the Wage\n          Investment to be determined. Such members of the ESOP\n          Committee shall consult with the Employers to calculate the\n          Wage Investment. Pursuant to Section 11.4, the Employers\n          shall furnish the members of the ESOP Committee such data\n          and information as may be reasonably required to calculate\n          the Wage Investment and to formulate such reasonable\n          estimates. The determination of the Wage Investment based\n          upon such estimates shall be final and binding for all\n          purposes hereunder.\n\n                    (zz) \"Wage Investment Period\" means the period\n               commencing on July 13, 1994 and ending on April 12,\n               2000 (July 12, 2000, for members of the IAM Employee\n               Group).\n\n          SECTION 2\n\n          PLAN PARTICIPATION\n\n               2.1 Eligibility for Participation. Subject to the\n          conditions and limitations of the Plan, each Eligible\n          Employee of an Employer shall become a Participant on the\n          applicable Entry Date.\n\n               2.2 Participation Not Guarantee of Employment.\n          Participation in the Plan does not constitute a guarantee or\n          contract of employment and will not give any Employee the\n          right to be retained in the employ of his Employer or any of\n          its Affiliates nor any right or claim to any benefit under\n          the terms of the Plan unless such right or claim has\n          specifically accrued under the terms of the Plan. \n           \n               2.3 Transferred Participants. If a Participant\n          transfers from one Employee Group to another Employee Group,\n          the ESOP Committee shall maintain separate Accounts for such\n          Participant, such Accounts reflecting such Participant's\n          participation in the Plan as a member of the respective\n          Employee Groups. \n\n          SECTION 3\n\n          CONTRIBUTIONS\n\n               3.1  Employer Contributions. Subject to the conditions\n          and limitations of the Plan, for each Plan Year, the\n          Employers shall contribute to the Trust cash equal to, or\n          Company Stock having an aggregate fair market value equal\n          to, such amount, if any, as the respective boards of\n          directors of the Employers shall determine by resolution;\n          provided, however, that:\n\n                    (a) Part A.\n                \n                         (i) The Company shall contribute to Part A an\n                    amount in cash equal to the amount required to\n                    enable the Trustee (together with dividends used\n                    to repay the Initial Acquisition Loan and the\n                    Additional Acquisition Loans in accordance with\n                    Section 10) to pay any principal and interest on\n                    the Initial Acquisition Loan and the Additional\n                    Acquisition Loans payable during the Plan Year. Of\n                    the contribution amount required to enable the\n                    Trustee to discharge the aggregate principal and\n                    interest on such indebtedness, 60% shall be made\n                    to the money purchase pension plan component of\n                    Part A of the Plan. The balance of the required\n                    contribution amount shall be made to the stock\n                    bonus plan component of Part A of the Plan. The\n                    Trustee shall apply such money purchase pension\n                    plan component contributions to repay the\n                    principal on each of the respective Acquisition\n                    Loans in proportion to the excess of the principal\n                    due on such Acquisition Loan for the Plan Year\n                    over the dividends available to repay the\n                    principal on such Acquisition Loan.\n\n                         (ii) In lieu of the foregoing, the Company\n                    may forgive an amount of indebtedness equal to the\n                    required Employer Contribution (or any portion\n                    thereof).\n                \n                         (iii) On the Effective Date, the Company\n                    shall contribute an amount in cash equal to the\n                    aggregate par value of the Company Stock to be\n                    acquired under the Initial Acquisition Loan. In\n                    addition, the Company shall contribute an amount\n                    in cash equal to the aggregate par value of the\n                    Company Stock, if any, to be acquired under each\n                    Additional Acquisition Loan. Such contributions\n                    shall first be divided, pro rata, among the\n                    Employee Groups in accordance with Section\n                    5.4(a)(i)(A), and then shall be allocated to the\n                    ESOP Cash Accounts of Participants as follows: (A)\n                    in the case of the ALPA Employee Group and the\n                    Management and Salaried Employee Group, according\n                    to the Compensation paid to such Participants in\n                    such Employee Group for the Plan Year, and (B) in\n                    the case of the IAM Employee Group, according to\n                    Wage Investments of such Participants for the Plan\n                    Year. Such contribution shall be used by the\n                    Trustee as partial consideration for the purchase\n                    of shares of Class 1 Non-Voting Preferred Stock\n                    under the applicable Preferred Stock Purchase\n                    Agreement, and the ESOP Cash Accounts of the\n                    Participants shall be charged accordingly. Shares\n                    of Class 1 Non-Voting Preferred Stock equal in\n                    value (based on the prices per share paid by the\n                    Trustee under the applicable Preferred Stock\n                    Purchase Agreement) to the amount of such\n                    contribution shall be allocated, as of the last\n                    day of the applicable Plan Year, from the shares\n                    purchased under the applicable Preferred Stock\n                    Purchase Agreement to the ESOP Stock Accounts of\n                    the Participants, pro rata, according to the\n                    allocations of such contribution above.\n\n                    (b) Part B.\n                \n                         (i) On the Effective Date, the Company shall\n                    contribute to Part B, as a special Employer\n                    Contribution, one share of each of Class P, Class\n                    M and Class S.\n                \n                         (ii) As soon as practicable after the end of\n                    each Plan Year, the Company shall contribute (or\n                    shall cause the trustee of the Supplemental Trust\n                    to transfer) to Part B shares of Class 2\n                    Non-Voting Preferred Stock and shares of Voting\n                    Preferred Stock in accordance with Section\n                    5.4(c)(vii); provided, however, that any shares of\n                    Company Stock transferred by the trustee of the\n                    Supplemental Trust in respect of such obligation\n                    shall satisfy, to the extent of such transfer, the\n                    Company's obligation under this Section 3.1(b).\n                    Such contributions may not be used to repay\n                    Acquisition Loan indebtedness and shall be made to\n                    the stock bonus plan component of the Plan.\n\n                         (iii) If cash dividends have been paid to the\n                    holders of Common Stock during any Plan Year and\n                    if dividends are applied to repay the Initial\n                    Acquisition Loan or any Additional Acquisition\n                    Loan pursuant to Section 10 during that Plan Year,\n                    the Company shall make an additional Employer\n                    Contribution to Part B in the amount, if any, set\n                    forth in the next sentence as soon as practicable\n                    after the last day for that Plan Year (and for the\n                    purpose of this clause (iii), \"Plan Year\" shall be\n                    defined to include only the period from the\n                    Effective Date to 12\/31\/94, the five 12-month\n                    periods ending 12\/31\/95 through 12\/31\/99, and the\n                    three-month period ending 3\/31\/2000). The amount\n                    of such contribution shall equal the excess of A\n                    plus B over C; where A equals the least of:\n\n                              (I) the cash dividends (excluding\n                         dividends that constitute Participating\n                         Dividends and Extraordinary Distributions\n                         with respect to the outstanding Class 1\n                         Non-Voting Preferred Stock) that would have\n                         been received by the Plan during that Plan\n                         Year if the outstanding Class 1 Non- Voting\n                         Preferred Stock had been converted into\n                         Common Stock immediately prior to each\n                         dividend record date, which amount shall be\n                         reduced by the excess, if any, of the amount\n                         described in clause (II) below over the\n                         amount described in clause (III) below;\n\n                              (II) the Fixed Dividends that have been\n                         paid on the Class 1 Non-Voting Preferred\n                         Stock during that Plan Year; and\n                \n                              (III) the amount of the cash dividends\n                         used to repay the Initial Acquisition Loan\n                         and the Additional Acquisition Loans pursuant\n                         to Section 10.1(a) during such Plan Year;\n                \n                    B equals the cash dividends (excluding dividends\n                    that constitute Extraordinary Distributions with\n                    respect to the Class 1 Non-Voting Preferred Stock)\n                    that would have been received by the Plan during\n                    the Plan Year if the Class 1 Non-Voting Preferred\n                    Stock contemplated for future sale to this Plan as\n                    part of the future Additional Acquisition Loans\n                    had been, immediately prior to each dividend\n                    record date, sold to this Plan and converted into\n                    Common Stock. The number of shares of Class 1\n                    Non-Voting Preferred Stock contemplated for future\n                    sale shall equal 13,813,282 (adjusted for the\n                    issuance of Additional Shares of Class 1\n                    Non-Voting Preferred Stock) reduced by the number\n                    of shares of Class 1 Non-Voting Preferred Stock\n                    sold to this Plan prior to the dividend record\n                    date; and \n\n                    C equals the amount of cash contributions\n                    previously made pursuant to this clause (iii) with\n                    respect to such Plan Year.\n\n          For the purposes of the Plan, \"Participating Dividends\",\n          \"Extraordinary Distributions\" and \"Fixed Dividends\" shall\n          have the meanings ascribed to such terms in the Certificate\n          of Incorporation of the Company, Article Fourth, Part II\n          relating to Class 1 Non-Voting Preferred Stock.\n\n               3.2  Limitation on Contributions. In no event may any\n          Employer Contributions under Section 3.1 for any Plan Year\n          exceed the maximum amount deductible as an expense for\n          federal income tax purposes under Code section 404;\n          provided, however, that if Employer Contributions are so\n          limited, appropriate arrangements will be made in accordance\n          with Section 1.6(l) of the Recapitalization Agreement to\n          protect the substantive rights of each Employee Group\n          (hereinafter \"Appropriate Arrangements\").\n\n               3.3  Timing of Contributions. For each Plan Year,\n          Employer Contributions shall be due no later than the time\n          prescribed for filing the Employer's federal income tax\n          return for that Plan Year, including any extensions of time;\n          provided, however, that Employer Contributions shall be made\n          at such times as to enable the Trustee to meet its repayment\n          obligations under the documents governing the Initial\n          Acquisition Loan, the Additional Acquisition Loans or as\n          otherwise required by the terms of the Plan.\n\n               3.4  Participant Contributions. Contributions by\n          Participants are neither required nor permitted.\n\n          SECTION 4\n\n          INVESTMENT OF TRUST FUND\n\n               4.1  Exclusive Benefit of Participants. All Employer\n          Contributions, Company Stock acquired with Employer\n          Contributions and with proceeds of Acquisition Loans, and\n          dividends and distributions thereon, shall become a part of\n          the Trust Fund and shall be held and disbursed by the\n          Trustee in accordance with the provisions of the Plan and\n          Trust Agreement. No person shall have any interest in or\n          right to assets held in the Trust Fund except as provided in\n          the Plan and Trust Agreement. The Trust Fund shall be held\n          for the exclusive benefit of the Participants and their\n          Beneficiaries, and shall be used solely to pay benefits to\n          such persons. The Trust Fund shall not revert to the benefit\n          of the Company or any of its Affiliates, except as provided\n          in Section 15.2. \n           \n               4.2  Investment in Company Stock. The Trust Fund shall\n          be invested exclusively in shares of Company Stock, subject\n          to the Trustee's power to hold cash pending investment in\n          Company Stock or pending distribution to Participants, and,\n          accordingly, the Trustee may invest and hold up to 100% of\n          the Trust Fund in Company Stock.\n\n               4.3  Acquisition Loans. In respect of Part A, the\n          Trustee may incur the Initial Acquisition Loan and the\n          Additional Acquisition Loans. In addition, the Trustee, with\n          the consent of the Company, may incur other Acquisition\n          Loans from time to time to finance the acquisition of\n          Company Stock for the Trust or to repay a prior Acquisition\n          Loan. Each Acquisition Loan shall meet all applicable legal\n          requirements, including those set forth under Code section\n          4975 and ERISA section 408. Financed Shares shall initially\n          be credited to the Loan Suspense Account and shall be\n          released for allocation to the ESOP Stock Accounts of\n          Participants only as payments of principal and interest, or\n          principal, on the Acquisition Loan are made by the Trustee.\n          The number of Financed Shares to be released from the Loan\n          Suspense Account (or subaccount attributable to that\n          Acquisition Loan) for allocation to Participants' ESOP Stock\n          Accounts for each Plan Year shall be based upon either: (x)\n          the ratio that the payments of principal made on the\n          Acquisition Loan for that Plan Year bear to the sum of\n          principal payments during that Plan Year, plus the projected\n          payments of principal during the remainder of the\n          Acquisition Loan repayment period, provided that the special\n          conditions set forth under Treasury Regulation section\n          54.4975-7(b)(8)(ii) are satisfied, or (y) the ratio that the\n          payments of principal and interest on the Acquisition Loan\n          for that Plan Year, bear to the sum of principal and\n          interest payments during that Plan Year, plus the projected\n          payments of principal and interest during the remainder of\n          the Acquisition Loan repayment period. A separate ratio will\n          be calculated for each Acquisition Loan. The applicable loan\n          documents will specify whether clause (x) and\/or clause (y)\n          shall apply. Shares released from the Loan Suspense Account\n          in connection with the Initial Acquisition Loan and the\n          Additional Acquisition Loans shall be released in accordance\n          with clause (x) above.\n\n               4.4  Fiduciary Concerns. With respect to the exercise\n          of any fiduciary responsibility with respect to the Plan or\n          Trust, including, without limitation, the voting, sale,\n          exchange, other disposition or conversion of Company Stock,\n          the relevant fiduciary may, to the extent permitted by law,\n          take into consideration any relevant economic factors\n          affecting the interests of current and future Participants\n          (and Beneficiaries), including, but not limited to, the\n          prospect for continued Employee enfranchisement through the\n          voting power of Company Stock held in the Plan, the prospect\n          for future benefits under the Plan as a result of the\n          prospective release and allocation of Company Stock held in\n          the Loan Suspense Account and the prospect for future\n          employment with the Company and its Affiliates.\n\n          SECTION 5\n\n          PLAN ACCOUNTING\n\n               5.1  Accounting for Allocations. The ESOP Committee\n          shall establish the Accounts (and sub-accounts, if deemed\n          necessary) for each Participant, and the accounting\n          procedures for the purpose of making the allocations to the\n          Participants' Accounts provided for in this Section 5. The\n          ESOP Committee shall maintain adequate records of the cost\n          basis of shares of Company Stock allocated to each\n          Participant's ESOP Stock Account. The ESOP Committee also\n          shall keep separate records of Financed Shares attributable\n          to each Acquisition Loan and of Employer Contributions (and\n          of any earnings thereon) made for the purpose of enabling\n          the Trust to repay any Acquisition Loan. From time to time,\n          the ESOP Committee may modify its accounting procedures for\n          the purposes of achieving equitable and nondiscriminatory\n          allocations among the Accounts of Participants, in\n          accordance with the provisions of this Section 5 and the\n          applicable requirements of the Code and ERISA. In accordance\n          with Section 11, the ESOP Committee may delegate the\n          responsibility for maintaining Accounts and records. \n           \n               5.2  Allocation and Crediting of Participants' ESOP\n          Stock Accounts. As of each Valuation Date, the ESOP\n          Committee shall:\n\n                    (a) First, charge to each Participant's ESOP Stock\n               Account all distributions and payments made to him\n               since the last preceding Valuation Date that have not\n               been previously charged;\n\n                    (b) Next, credit to each Participant's ESOP Stock\n               Account the shares of Company Stock, if any, that have\n               been purchased with amounts from his ESOP Cash Account\n               since the last preceding Valuation Date, and adjust\n               such ESOP Cash Account in accordance with the\n               provisions of Section 5.3; and \n\n                    (c) Finally, allocate and credit to each\n               Participant's ESOP Stock Account the shares of Company\n               Stock representing Employer Contributions made in the\n               form of Company Stock and the number of Financed Shares\n               released under Section 4.3 that are to be allocated and\n               credited as of that date in accordance with the\n               provisions of Section 5.4. \n           \n               5.3  Allocation and Crediting of Participants' ESOP\n          Cash Accounts. As of each Valuation Date, the ESOP Committee\n          shall adjust the ESOP Cash Accounts to reflect activity\n          since the last preceding Valuation Date as follows: \n\n                    (a) First, charge to each Participant's ESOP Cash\n               Account all distributions and payments made to him that\n               have not been previously charged;\n\n                    (b) Next, if Company Stock is purchased with\n               assets from a Participant's ESOP Cash Account, such\n               shares shall be credited to the ESOP Stock Account of\n               such Participant, and the Participant's ESOP Cash\n               Account shall be charged accordingly;\n\n                    (c) Next, subject to the dividend provisions of\n               Section 10, the ESOP Committee shall also credit to the\n               ESOP Cash Account of each Participant any cash\n               dividends paid to the Trustee on shares of Company\n               Stock held in that Participant's ESOP Stock Account (as\n               of the record date for such cash dividends) and\n               dividends paid on shares of Company Stock held in the\n               Loan Suspense Account that have not been used to repay\n               any Acquisition Loan. Cash dividends and any earnings\n               that have not been used to repay any Acquisition Loan\n               and have been credited to a Participant's ESOP Cash\n               Account shall be applied by the Trustee to the purchase\n               of shares of Common Stock, which shares shall then be\n               credited to the ESOP Stock Account of such Participant.\n               The Participant's ESOP Cash Account shall then be\n               charged by the amount of cash used to purchase such\n               Common Stock or used to repay any Acquisition Loan. In\n               addition, any earnings (i) on ESOP Cash Accounts will\n               be allocated to Participants' ESOP Cash Accounts, pro\n               rata, based on such ESOP Cash Account balances and (ii)\n               on the Loan Suspense Account, other than dividends used\n               to repay the Acquisition Loan, will be allocated to\n               Participants' Accounts, pro rata, based on their\n               Account balances in Part A;\n\n                    (d) Next, allocate and credit the Employer\n               Contributions made for the purpose of repaying any\n               Acquisition Loan in accordance with Section 5.4. Such\n               amount shall then be used to repay any Acquisition Loan\n               and such Participant's ESOP Cash Account shall be\n               charged accordingly; and\n\n                    (e) Finally, allocate and credit the Employer\n               Contributions (other than amounts contributed to repay\n               an Acquisition Loan) that are made in cash for the Plan\n               Year to the ESOP Cash Account of each Participant\n               (including Participants whose employment with the\n               Company and its Affiliates terminated for any reason\n               during the Plan Year) in accordance with Section\n               5.4(b). \n           \n               5.4  Allocation and Crediting of Employer\n          Contributions. As of the Valuation Date for each Plan Year,\n          all cash contributions and shares of Company Stock\n          transferred by each Employer to the Trustee for that Plan\n          Year under Section 3.1 and the number of Financed Shares\n          released from the Loan Suspense Account for allocation to\n          Participants' ESOP Stock Accounts under Section 4.3 (except\n          as provided under Section 10.3) during the Plan Year shall\n          be allocated among and credited to the Accounts of\n          Participants (including Participants whose employment with\n          the Company and its Affiliates terminated for any reason\n          during the Plan Year) as follows:\n\n                    (a) Part A. On each Valuation Date, the cash\n               contributions used to repay the Acquisition Loan\n               indebtedness and the shares of Class 1 Non- Voting\n               Preferred Stock released for that Plan Year shall be\n               allocated and credited to each Participant's Account as\n               follows:\n                \n                         (i) First, the Employer Contributions made in\n                    cash used to repay each Acquisition Loan (or\n                    treated as cash due to forgiveness of such\n                    Acquisition Loan indebtedness) shall be allocated\n                    among the Employee Groups as follows:\n\n                              (A) The allocation percentage for the\n                         Class 1 Non-Voting Preferred Stock released\n                         for that Plan Year shall be as follows: ALPA\n                         Employee Group--31.759437%; IAM Employee\n                         Group--47.511196%; and Management and\n                         Salaried Employee Group--20.729367%. All such\n                         shares released for such Plan Year shall be\n                         allocated to the Employee Groups in\n                         accordance with such allocation percentages. \n\n                              (B) There shall be calculated for each\n                         Participant an allocation of shares of Class\n                         1 Non-Voting Preferred Stock on account of\n                         dividends paid during the Plan Year on such\n                         Preferred Stock previously allocated to such\n                         Participant's ESOP Stock Account and applied\n                         in accordance with Sections 10.1(a) and 10.3.\n                         The foregoing allocations for each\n                         Participant shall be made out of the Class 1\n                         Non-Voting Preferred Stock allocated to that\n                         Participant's Employee Group under subclause\n                         (A) above.\n\n                              (C) Employer Contributions to be\n                         allocated in accordance with this clause\n                         (i)(C) shall be allocated to each Employee\n                         Group in the proportion that (x) shares of\n                         Class 1 Non-Voting Preferred Stock allocated\n                         to that respective Employee Group pursuant to\n                         subclause (A) reduced by the shares allocated\n                         to members of that Employee Group pursuant to\n                         subclause (B), bears to (y) all shares of\n                         Class 1 Non-Voting Preferred Stock released\n                         for the Plan Year reduced by all shares\n                         allocated pursuant to subclause (B). \n\n                         (ii) Second, the allocations of Employer\n                    Contributions under clause (i)(C) shall be reduced\n                    by all of the interest on the Initial Acquisition\n                    Loan and the Additional Acquisition Loans paid\n                    during that period. Such reduction shall be made\n                    in proportion to the allocations made under clause\n                    (i)(C).\n                \n                         (iii) Third, there shall be tentatively\n                    allocated to the Accounts of each Participant in\n                    each Employee Group that portion of the resulting\n                    Employer Contributions which such Participant's\n                    Compensation (or, in the case of the IAM Employee\n                    Group, such Participant's Wage Investments) for\n                    the Plan Year bears to the aggregate Compensation\n                    (or, in the case of the IAM Employee Group, Wage\n                    Investments) for all such Participants for such\n                    Plan Year; provided that such Employer\n                    Contributions shall not be allocated to any\n                    Participant's Account to such extent the\n                    allocation would exceed the limitation of Code\n                    section 415(c). The amount, if any, by which the\n                    allocation to any such Participant's Account shall\n                    be reduced under the foregoing proviso shall be,\n                    subject to the Code section 415(c) limitation,\n                    tentatively allocated (and, if necessary,\n                    reallocated) to the Accounts of all other\n                    Participants in his Employee Group (x) for the\n                    Management and Salaried Employee Group, in\n                    proportion to their Compensation, (y) in the case\n                    of the IAM Employee Group, Wage Investments, and\n                    (z) in the case of the ALPA Employee Group, first\n                    in proportion to (but not more than) the amount of\n                    Class 2 Non-Voting Preferred Stock otherwise\n                    scheduled for contribution and allocation to each\n                    Participant's Account under Part B for the current\n                    Plan Year (absent this clause (iii)) and otherwise\n                    in proportion to Compensation.\n\n                         (iv) Fourth, if the total Employer\n                    Contributions tentatively allocated to \"highly\n                    compensated employees\" (as defined in Code section\n                    414(q)) under clause (iii) do not exceed one-third\n                    of the total Employer Contributions tentatively\n                    allocated to the Accounts of all Participants\n                    under clause (iii), the tentative allocations of\n                    Employer Contributions to Participants shall\n                    become final. The foregoing limitation shall be\n                    applied by aggregating all Participants in all\n                    Employee Groups.\n\n                         (v) Fifth, if the one-third limitation\n                    described in clause (iv) is exceeded, the amount\n                    of Employer Contributions allocated to Accounts of\n                    Participants in the ALPA Employee Group who are\n                    highly compensated employees shall be reduced, pro\n                    rata, based on Compensation and reallocated to\n                    Participants in the ALPA Employee Group who are\n                    not highly compensated employees, to the extent\n                    necessary to meet the one-third limitation\n                    described in clause (iv), subject, however, to\n                    Code section 415(c). The foregoing reallocations\n                    to each non-highly compensated employee shall be\n                    allocated in proportion to (but not more than) the\n                    number of shares of Class 2 Non-Voting Preferred\n                    Stock otherwise scheduled for contribution and\n                    allocation to his Account under Part B for the\n                    current Plan Year (absent this clause (v)). If and\n                    to the extent appropriate arrangements are made\n                    between the Company and ALPA to protect the\n                    interests of the ALPA Employee Group (which\n                    arrangements shall be consistent with Section 13.1\n                    and which the Company agrees to do upon reasonable\n                    request and which shall not require IAM consent),\n                    contributions for the highly compensated ALPA\n                    Employee Group members may be reduced, pro rata,\n                    to meet the one-third limitation described in\n                    clause (iv).\n                \n                         (vi) Sixth, if, after the reallocation of\n                    Employer Contributions described in clause (v),\n                    the one-third limitation described in clause (iv)\n                    is still exceeded, then the computations described\n                    in foregoing clauses (i) through (v) shall be\n                    disregarded. In lieu thereof the allocation shall\n                    be made in accordance with clauses (i) through\n                    (iii), but clause (ii) shall be disregarded. If\n                    such allocations do not result in a violation of\n                    Code section 415(c) for all members of any\n                    Employee Group, the tentative allocations shall\n                    become final.\n                \n                         (vii) Seventh, if the allocation of Employer\n                    Contributions described in clause (vi) results in\n                    a violation of Code section 415(c) for all members\n                    of any Employee Group (after reallocating any\n                    excess allocations only to members of such\n                    Employee Group), then clause (vi) shall be\n                    disregarded. The computations described in\n                    foregoing clauses (i) through (v) (including\n                    clause (ii)) shall be repeated, but, after\n                    applying clause (v), the amount of Employer\n                    Contributions allocated to Accounts of\n                    Participants who are members of the Management and\n                    Salaried Employee Group who are highly compensated\n                    employees shall be reduced, pro rata, based on\n                    Compensation, and reallocated to Participants in\n                    the Management and Salaried Employee Group who are\n                    not highly compensated employees, pro rata, based\n                    on Compensation, to the extent necessary to meet\n                    the one- third limitation described in clause\n                    (iv), subject, however, to Code section 415(c). In\n                    making the foregoing reallocations, no non-highly\n                    compensated employee shall be allocated more\n                    shares under this clause (vii) than the number of\n                    shares of Class 2 Non-Voting Preferred Stock\n                    otherwise scheduled for contribution and\n                    allocation to his Account under Part B for the\n                    current Plan Year (absent this clause (vii)). If\n                    and to the extent appropriate arrangements are\n                    made by the Company to protect the interests of\n                    the Management and Salaried Employee Group (which\n                    arrangements shall be consistent with Section 13.1\n                    and which shall not require IAM consent, but which\n                    shall require ALPA consent, which consent shall\n                    not be unreasonably withheld), contributions for\n                    the highly compensated Management and Salaried\n                    Employee Group members may be reduced, pro rata,\n                    to meet the one-third limitation described in\n                    clause (iv).\n                \n                         (viii) Eighth, all shares of Class 1\n                    Non-Voting Preferred Stock released from the Loan\n                    Suspense Account as of the Valuation Date shall be\n                    allocated first in respect of dividends paid on\n                    previously allocated shares of Class 1 Non-Voting\n                    Stock in accordance with Sections 10.1(a)(i) and\n                    10.3 and then allocated in proportion to the\n                    percentage of the Employer Contributions allocated\n                    to each Participant's Account under clauses (i)\n                    through (vii) above.\n\n                    (b) Special Contributions to Part B.\n                \n                         (i) The special Employer Contribution made by\n                    the Company on the Effective Date pursuant to\n                    Section 3.1(b)(i) shall be allocated, per capita,\n                    to the appropriate Participants' ESOP Stock\n                    Accounts under Part B on the Effective Date.\n\n                         (ii) Employer Contributions made in cash for\n                    the Plan Year under Section 3.1(b)(iii) shall be\n                    allocated under Part B and credited to the ESOP\n                    Cash Accounts of the appropriate Participants to\n                    which those cash contributions relate, as follows:\n                    to the extent that the calculation of the amount\n                    of such contributions refers to shares of Class 1\n                    Non-Voting Preferred Stock held in the Loan\n                    Suspense Account or Class 1 Non-Voting Preferred\n                    Stock contemplated for further sale, divide such\n                    cash contributions among the Employee Groups in\n                    accordance with Section 5.4(a)(i)(A); to the\n                    extent it refers to shares of Class 1 Non-Voting\n                    Preferred Stock allocated to the Participants'\n                    ESOP Stock Accounts, apportion those contributions\n                    to the relevant Employee Group; then, allocate to\n                    the appropriate Participants' Accounts, pro rata,\n                    in the case of (i) the ALPA Employee Group and the\n                    Management and Salaried Employee Group, according\n                    to the Compensation paid to such Participants for\n                    the Plan Year, and (ii) the IAM Employee Group,\n                    according to Wage Investments made by such\n                    Participants for the Plan Year; subject, however,\n                    in all cases to Code section 415(c).\n\n                    (c) Regular Contributions to Part B. Shares of\n               Class 2 Non-Voting Preferred Stock and Voting Preferred\n               Stock contributed to the Plan pursuant to Section\n               3.1(b) shall be allocated among and credited to the\n               ESOP Stock Accounts of Participants for that Plan Year\n               as set forth below, provided, however, that no\n               allocations (other than allocations under clauses (i)\n               and (viii) below) shall be made to Accounts of\n               Participants who are members of the IAM Employee Group:\n                \n                         (i) First, subject to the applicable Code\n                    limitations, one share of Voting Preferred Stock\n                    shall be allocated to the Participant's Account\n                    for each share of Class 1 Non-Voting Preferred\n                    Stock allocated to that Participant under Part A\n                    on that Valuation Date. The shares of Voting\n                    Preferred Stock shall be allocated under Part B\n                    and shall be of the appropriate class for each\n                    such Participant. The special allocation under\n                    Section 5.4(b)(i) shall be credited against the\n                    allocation required pursuant to this clause (i) on\n                    the first Valuation Date.\n                \n                         (ii) Second, for each Participant, a\n                    \"hypothetical share number\" shall be calculated\n                    for the Valuation Date. Such number shall equal\n                    the number of shares that would have been\n                    allocated to the Participant under Part A on such\n                    Valuation Date if (A) all the shares of Class 1\n                    and Class 2 Non-Voting Preferred Stock to be\n                    issued pursuant to the Recapitalization Agreement\n                    (including, with respect to Valuation Dates\n                    occurring on or after December 31, 1995 and after\n                    the allocation in subsection (viii) below, any\n                    Additional Shares issued or to be issued) had been\n                    (I) purchased by the Trust under a single loan on\n                    the Effective Date and held under the Loan\n                    Suspense Account pursuant to Part A, and (II) in\n                    the case of such Class 2 shares, considered Class\n                    1 Non-Voting Preferred Stock under Part A having\n                    the same fair market value as the Class 1\n                    Non-Voting Preferred Stock; provided, however,\n                    that such Class 2 shares shall not, except as\n                    provided in subclause (E), bear any dividend; (B)\n                    the shares of Class 1 and Class 2 Non-Voting\n                    Preferred Stock were released under Part A ratably\n                    over the 69 months starting on the Effective Date;\n                    (C) Section 5.4(a)(i)(A) were applied by\n                    allocating the Class 1 Non-Voting Preferred Stock\n                    and the Class 2 Non-Voting Preferred Stock among\n                    the Employee Groups as follows: ALPA Employee\n                    Group - 46.23%; IAM Employee Group - 37.13%; and\n                    Management and Salaried Employee Group - 16.64%;\n                    (D) allocations under Part A were made as if: (I)\n                    the limitations of Code sections 401(a)(4),\n                    401(a)(17) and 415 did not apply; (II)\n                    Compensation was based on \"compensation\" as\n                    defined in the Supplemental Plan and (III) clauses\n                    (ii), (iv), (v), (vi) and (vii) of Section 5.4(a)\n                    did not apply; and (E) each share of Class 2\n                    Non-Voting Preferred Stock that was in fact\n                    allocated on a prior Valuation Date to a\n                    Participant's account under the Supplemental Plan\n                    or under Part B shall, after the date of such\n                    allocation, be considered Class 1 Non- Voting\n                    Preferred Stock held by Part A (bearing the same\n                    Fixed Dividend as the Class 1 Non-Voting Preferred\n                    Stock that was allocated under Part A (but not\n                    bearing any other dividend)). By way of\n                    illustration, assume a member of the ALPA Employee\n                    Group has a total of 130 shares of Class 2\n                    Non-Voting Preferred Stock allocated to his\n                    account under the Supplemental Plan and 70 shares\n                    of Class 2 Non-Voting Preferred Stock allocated to\n                    his Account under Part B. Assume further that each\n                    share of Class 1 Non-Voting Preferred Stock under\n                    Part A has a value of $100, pays an $8 Fixed\n                    Dividend, no dividends are paid on Common Stock\n                    and that each share of Class 2 Non-Voting\n                    Preferred Stock has a $75 value. For purposes of\n                    making the allocations under this subclause (E),\n                    such individual shall be treated as having\n                    received a dividend of $1600 with respect to the\n                    shares of Class 2 Non-Voting Preferred Stock\n                    allocated under the Supplemental Plan and under\n                    Part B. For purposes of calculating the\n                    hypothetical share number, that individual shall\n                    receive an allocation of 16 shares of Class 2\n                    Non-Voting Preferred Stock to make up for such\n                    dividend, notwithstanding the fact that the value\n                    of the shares of Class 2 Non-Voting Preferred\n                    Stock is $75 per share.\n                \n                         (iii) Third, for each ESOP Participant, the\n                    \"actual share number\" for a Valuation Date shall\n                    be the actual number of shares of Class 1\n                    Non-Voting Preferred Stock that are allocated to\n                    such Participant under Part A on that Valuation\n                    Date. \n\n                         (iv) Fourth, for each ESOP Participant, the\n                    excess of the hypothetical share number over the\n                    actual share number shall be referred to herein as\n                    the respective \"tentative allocation.\" If the sum\n                    of the tentative allocations (ignoring negative\n                    tentative allocations) for all Participants in an\n                    Employee Group exceeds the number of shares of\n                    Class 2 Non-Voting Preferred Stock released from\n                    the \"phantom suspense account\" to all such\n                    Participants' accounts for that Employee Group\n                    under Section 2.2 of the Supplemental Plan, each\n                    such tentative allocation for Participants of that\n                    Employee Group shall be proportionately reduced.\n                \n                         (v) Fifth, on each Valuation Date, the number\n                    of shares of each of the Class 2 Non-Voting\n                    Preferred Stock and Voting Preferred Stock, if\n                    any, to be allocated to a Participant under Part B\n                    (excluding Voting Preferred Stock described in\n                    Section 5.4(c)(i) and 5.4(c)(vi)) shall be the\n                    same and shall equal the least of the following\n                    numbers: (A) the maximum number of shares of each\n                    of the Class 2 Non-Voting Preferred Stock and the\n                    Voting Preferred Stock that can be allocated to\n                    the Participant for the Valuation Date under Part\n                    B without violating Code section 415 or Code\n                    section 401(a)(4) (if applicable), (B) the\n                    tentative allocation and (C) the excess of the\n                    hypothetical share number (calculated for this\n                    purpose only by applying the Code section\n                    401(a)(17) limitation) over the actual share\n                    number. The hypothetical share number described in\n                    this subclause (C) shall be determined by\n                    recalculating the allocations made on the current\n                    and all prior Valuation Dates by assuming the\n                    Participant's Compensation for each Plan Year had\n                    been limited to the amount then allowed under Code\n                    section 401(a)(17). Accordingly, for purposes of\n                    calculating the hypothetical share number under\n                    this subclause (C), the Participants' Compensation\n                    in the current Plan Year shall be limited to the\n                    amount provided by Code section 401(a)(17) and the\n                    amount of dividends allocated to each\n                    Participant's Account during the Plan Year shall\n                    be calculated by assuming the allocations of\n                    shares made on earlier Valuation Dates were also\n                    based on Compensation, as limited by Code section\n                    401(a)(17) limitation then in effect. The excess\n                    of the tentative allocations over the amount\n                    allocated under clause (v) shall not be allocated\n                    under Part B, but shall be allocated in accordance\n                    with the terms of the Supplemental Plan.\n\n                         (vi) Sixth, on the last Valuation Date of\n                    each Plan Year, in addition to the shares of Class\n                    2 Non-Voting Preferred Stock and Voting Preferred\n                    Stock transferred to Part B under clause (v)\n                    above, shares credited under the Supplemental\n                    Plan, in a prior Plan Year, due to the limitations\n                    under Code section 401(a)(4), 401(a)(17) or Code\n                    section 415, shall be allocated to Participants'\n                    Accounts under Part B, subject to applicable Code\n                    limitations in accordance with the following\n                    priorities:\n                \n                              (A) first, by a number of shares, if\n                         any, of Voting Preferred Stock equal to the\n                         excess of the number of shares of Class 1 and\n                         Class 2 Non-Voting Preferred Stock allocated\n                         to his Account over the number of shares of\n                         Voting Preferred Stock allocated to his\n                         Account, to the extent such number may be\n                         contributed by the Company or transferred\n                         from the Supplemental Trust to Part B without\n                         disqualifying the Plan or any other qualified\n                         plan; provided, however, that the number of\n                         shares transferred may include any shares\n                         that were not previously contributed or\n                         transferred to Part B because of the\n                         limitations of Code section 401(a)(17);\n\n                              (B) second, by the maximum number of\n                         shares of Class 2 Non-Voting Preferred Stock\n                         and Voting Preferred Stock (such numbers to\n                         be the same) that may be contributed by the\n                         Company (or transferred from the Supplemental\n                         Trust) to Part B without disqualifying the\n                         Plan or any other qualified plan; provided,\n                         however, that the number of shares\n                         transferred may include any shares that were\n                         not previously contributed or transferred to\n                         Part B because of the limitations of Code\n                         section 401(a)(17); and\n                \n                              (C) third, by the maximum number of\n                         shares of Common Stock that may be\n                         transferred from the Supplemental Trust to\n                         Part B without disqualifying the Plan or any\n                         other qualified plan; provided, however, that\n                         the number of shares may include any shares\n                         that were not previously contributed or\n                         transferred to Part B because of the\n                         limitations of Code section 401(a)(17).\n\n                    The reductions described in subclauses (A) through\n                    (C) shall not include any Voting Preferred Stock,\n                    Class 2 Non-Voting Preferred Stock or Common Stock\n                    allocated during the current Plan Year. \n\n                         (vii) Seventh, the Company shall contribute\n                    (or, to the extent applicable, the Company shall\n                    direct the trustee of the Supplemental Trust to\n                    transfer) a number of shares of Voting Preferred\n                    Stock and Class 2 Non-Voting Preferred Stock and\n                    Common Stock equal to the sum of the number of\n                    such respective shares calculated for each\n                    Participant under clauses (i), (v) and (vi) above\n                    to Part B. Such shares shall be transferred as\n                    soon as practicable after the applicable Valuation\n                    Date.\n                \n                         (viii) Eighth, Prior to the December 31, 1995\n                    Valuation Date, the aggregate hypothetical share\n                    numbers for all Participants for the 1994 Plan\n                    Year shall be retroactively increased by an\n                    additional number equal to X multiplied by Y;\n                    where X is the total number of shares of Preferred\n                    Stock to be issued as Additional Shares and Y is\n                    the release fraction (as defined in the\n                    Supplemental Plan) for December 31, 1994. Such\n                    shares shall be divided among the Employee Groups\n                    (including the IAM Employee Group) in accordance\n                    with Section 5.4(c)(ii)(C) and allocated to\n                    Participants based upon 1994 data (that is, 1994\n                    Compensation and Wage Investments, as applicable.)\n                    The excess of such new hypothetical share number\n                    (including such numbers for the IAM Employee\n                    Group) for the 1994 Plan Year over the\n                    hypothetical share number previously determined\n                    for 1994 shall be allocated hereunder or credited\n                    under the Supplemental Plan in accordance with\n                    clause (v) above, provided that the number in\n                    (v)(A) shall be calculated and credited as if the\n                    contributions were attributable to 1995, rather\n                    than 1994, unless the additional shares calculated\n                    in clause (v) to be contributed to ESOP (Part B)\n                    are in fact contributed to the ESOP no later than\n                    September 15, 1995. The calculations required by\n                    this clause (viii) shall be performed prior to\n                    calculating the regular allocations for the 1995\n                    year. The additional shares of Class 2 Non- Voting\n                    Preferred Stock credited pursuant to this clause\n                    (viii) shall, for all purposes, including Section\n                    5.4(c)(ii)(E), be allocated as of December 31,\n                    1994.\n\n                    (d) Purpose. The purpose of the foregoing\n               contribution and allocation provisions is to place each\n               Participant, to the extent possible, in the same\n               position such Participant would have been if (i) Code\n               sections 401(a)(4), 401(a)(17) and 415 did not apply,\n               (ii) all of the shares of Preferred Stock to be sold to\n               Part A during the Wage Investment Period had instead\n               been sold on the Effective Date, (iii) all of the\n               shares (excluding shares of the Voting Preferred Stock)\n               contributed to Part B or credited under the\n               Supplemental Plan during the Wage Investment Period had\n               instead been purchased by the Trust on the Effective\n               Date pursuant to Part A as Class 1 Non-Voting Preferred\n               Stock and (iv) the Preferred Stock and Voting Preferred\n               Stock had been allocated ratably (over the 69 months\n               beginning at the Effective Date) to Participants in\n               their respective Employee Groups in accordance with the\n               overall program ownership percentages, that is, the\n               ALPA Employee Group - 46.23%, the IAM Employee Group -\n               37.13% and the Management and Salaried Employee Group -\n               16.64%. To the extent any interpretative issues arise\n               in calculating contributions and allocations, such\n               issues shall be resolved, if possible, by effectuating\n               such purpose. To the extent that any shares of Company\n               Stock are converted into shares of Common Stock prior\n               to the end of the Wage Investment Period, an\n               appropriate number of shares of Common Stock will be\n               contributed (if applicable) and allocated hereunder in\n               lieu of the shares of the Company Stock that would have\n               been contributed and\/or allocated hereunder and, if\n               appropriate, the number of Class 1 and\/or Class 2\n               Non-Voting Preferred Stock shares set forth in various\n               places in this Plan shall be revised; provided, except\n               to the extent the shares of Voting Preferred Stock are\n               converted into shares of Common Stock, the calculation\n               of the number of shares of Voting Preferred Stock to be\n               contributed and allocated shall continue as if no\n               shares of Company Stock had been converted.\n\n                    (e) Special Allocation Provision. For purposes of\n               making allocations under Section 5.4, the period from\n               January 1, 2000 through April 12, 2000 shall be treated\n               as a Plan Year (for the ALPA Employee Group and the\n               Management and Salaried Employee Group) and the period\n               from January 1, 2000 through July 12, 2000 shall be\n               treated as a Plan Year (for the IAM Employee Group).\n\n          5.5  LIMITATION ON ALLOCATIONS TO PARTICIPANTS.\n\n               (a) General. Subject to the provisions of this Section\n          5.5, Code section 415, including the effect of any\n          transitional rule, shall be incorporated by reference into\n          the terms of the Plan. No allocation shall be made under\n          Section 5.4 that would result in a violation of Code section\n          415.\n\n               (b) Code Section 415 Compensation. For purposes of this\n          Section 5.5, Compensation shall be adjusted to reflect the\n          general rule of Treasury Regulation section 1.415-2(d).\n\n               (c) Limitation Year. The \"limitation year\" (within the\n          meaning of Code section 415) shall be the calendar year.\n\n               (d) Multiple Defined Contribution Plans. In any case\n          where a Participant also participates in another defined\n          contribution plan of the Company or its Affiliates, the\n          appropriate committee of such other plan shall first reduce\n          the after-tax contributions under any such plan, shall then\n          reduce any elective deferrals under any such plan subject to\n          Code section 401(k), shall then reduce all other\n          contributions under any other such plan and, if necessary,\n          shall then reduce contributions under this Plan (Part B to\n          be reduced before Part A); provided, however, in the case of\n          any Participant who is a member of the ALPA Employee Group,\n          contributions (excluding after-tax contributions and\n          elective deferrals) under the United Air Lines, Inc. Pilots'\n          Directed Account Retirement Income Plan shall be reduced\n          last.\n\n               (e) Combined Plan Limitations. To the extent necessary\n          to comply with the requirements of Code section 415(e), the\n          appropriate committee shall first reduce the annual benefit\n          payable under any defined benefit plan in which the\n          Participant participates and, if necessary, the ESOP\n          Committee shall thereafter reduce the contributions under\n          the defined contribution plans in which such Participant\n          participates in accordance with Section 5.5(d).\n\n               (f) Excess Allocations. If, after applying the\n          allocation provisions under Section 5.4, allocations under\n          Section 5.4 would otherwise result in a violation of Code\n          section 415, the ESOP Committee shall reduce Employer\n          Contributions for the next limitation year for the affected\n          Participant or shall hold excess amounts in a suspense\n          account for allocation in a subsequent Plan Year in\n          accordance with Reg. section 1.415-6(b)(6)(ii). Such\n          suspense account, if permitted, will be created before any\n          reallocation of contributions for the affected individual.\n          If the limits of Code section 415 would cause total\n          allocations to each Participant in an Employee Group to\n          exceed the permitted amount, appropriate arrangements will\n          be made to protect the interests of that Employee Group,\n          consistent with the principles of Section 3.2.\n\n               5.6 Valuations. All valuations of shares of Company\n          Stock that are not readily tradeable on an established\n          securities market shall be valued by an \"independent\n          appraiser\" (within the meaning of Code section 170(a)(1)). \n\n          SECTION 6\n\n          VESTING\n\n               A Participant's Account shall be fully vested\n          (nonforfeitable) at all times, and will be distributed to\n          him or, in the event of his death, to his Beneficiary, in\n          accordance with the applicable provisions of Section 7.\n\n           SECTION 7\n\n          DISTRIBUTIONS\n\n               7.1  Pre-Retirement Diversification Rights.\n\n                    (a) General. Any Participant who has attained age\n               55 and has 10 years of participation under the Plan\n               (\"Qualified Participant\") may elect to diversify the\n               investment of a portion of his Account under this\n               Section 7.1. During the six-Plan Year period beginning\n               with the Plan Year in which such Qualified Participant\n               attains age 55 and has 10 years of participation under\n               the Plan, such Qualified Participant shall be entitled\n               to request, within 90 days after the close of each Plan\n               Year in such period (each such period referred to as an\n               \"Election Period\"), the diversification of up to 25% of\n               the balance of his Account, to the extent such amount\n               exceeds the amount to which any prior election under\n               this Section 7.1 applies. During the last Election\n               Period, the preceding sentence shall be applied by\n               substituting \"50%\" for \"25%\".\n\n                    (b) Amount. In the case of a Qualified Participant\n               who has made one or more elections during the period,\n               the extent to which a subsequent election exceeds the\n               amount to which any prior election applies shall be (i)\n               in the case of the Qualified Participant's ESOP Cash\n               Account, (A) 25% or 50%, as the case may be, of the sum\n               of the balance of such Account as of the Valuation Date\n               of the Plan Year with respect to which the subsequent\n               election is made and the amounts diversified pursuant\n               to prior elections, less (B) the amounts diversified\n               pursuant to prior elections; and (ii) in the case of\n               the Qualified Participant's ESOP Stock Account, (A) 25%\n               or 50%, as the case may be, of the sum of the number of\n               shares of Company Stock in the Qualified Participant's\n               ESOP Stock Account as of the Valuation Date of the Plan\n               Year with respect to which the subsequent election is\n               made and the number of shares of Company Stock\n               diversified pursuant to prior elections, less (B) the\n               number of shares of Company Stock diversified pursuant\n               to prior elections. For the purposes of this Section 7,\n               fractional shares for which a Qualified Participant\n               might be entitled to receive shall be rounded down to\n               the nearest whole share. The diversification of a\n               Participant's Account under this Section 7.1 shall only\n               be effected within 90 days following the 90-day period\n               in which the Qualified Participant makes his request.\n               Notwithstanding the foregoing, if the fair market value\n               of the Company Stock allocated to the ESOP Stock\n               Accounts of a Qualified Participant is $500 or less as\n               of the Valuation Date immediately preceding the first\n               day of an Election Period, such Qualified Participant\n               shall not be entitled to an election under this Section\n               7.1 for that Election Period. \n\n                    (c) Method. A Participant's diversification\n               election pursuant to this Section 7.1 shall only be\n               effected by having the ESOP Committee cause the Trustee\n               to transfer the portion of the Account to be\n               diversified to the Company's Code section 401(k) plan\n               applicable to such Participant. An equal number of\n               shares of Voting Preferred Stock and Preferred Stock\n               shall be diversified.\n\n               7.2  Distributions on Account of Termination of\n          Employment. Subject to the following provisions of this\n          Section 7, a Participant (or, in the case of a Participant's\n          death, his Beneficiary) shall become eligible (but shall not\n          be required) to receive a distribution of the balance of his\n          Account, as of the Valuation Date coincident with or next\n          following the date the Participant's employment with the\n          Company and its Affiliates terminates for any reason;\n          provided, however, that, except as provided in Section 7.4,\n          no distributions shall be made prior to July 13, 1995. \n\n               7.3  Manner and Form of Distributions.\n\n                    (a) Manner. A Participant may elect to receive a\n               distribution of his Account balance in either of the\n               following methods:\n                \n                         (i) By payment in a lump sum; or\n\n                         (ii) By payment in a series of five\n                    substantially equal annual installments (to\n                    consist of equal numbers of Voting Preferred Stock\n                    and Preferred Stock).\n\n               If a Participant so desires he may direct how his\n               benefits are to be paid to his Beneficiary. If a\n               deceased Participant did not file a direction with the\n               ESOP Committee, the Beneficiary may elect to receive a\n               distribution of the Account in accordance with this\n               Section 7.3.\n\n                    (b) Form. At the Participant's election, the ESOP\n                    Committee shall direct the Trustee to make\n                    distribution of a Participant's Account in (i)\n                    cash, (ii) Company Stock or (iii) in cash equal to\n                    the amount held in such Participant's ESOP Cash\n                    Account and in shares of Company Stock with\n                    respect to such Participant's ESOP Stock Account;\n                    provided, however, that Company Stock (if\n                    convertible) shall only be distributed in the form\n                    of Common Stock received in the conversion of the\n                    Preferred Stock held in his Account and any\n                    fractional share shall be paid in cash. If a\n                    Participant elects to receive a distribution of\n                    his ESOP Stock Account in cash, the Trustee shall\n                    be directed to convert (if convertible) the\n                    Company Stock in his ESOP Stock Account into\n                    Common Stock and to sell the Common Stock and any\n                    Company Stock that is not convertible; the amount\n                    of cash so distributed shall equal the net\n                    proceeds received from the sale of such shares of\n                    Common Stock. If a Participant elects to receive a\n                    distribution of his ESOP Cash Account in Common\n                    Stock, the Trustee will be directed to purchase\n                    Common Stock in the open market and the number of\n                    shares of Common Stock so distributed shall equal\n                    the number of whole shares purchased with such\n                    Participants' Account balance, with any excess\n                    cash distributed to the Participant.\n\n               7.4  Special Distribution Rules. Notwithstanding any\n          provision herein to the contrary:\n\n                    (a) Required Distributions.\n                \n                         (i) a Participant whose employment with the\n                    Company and its Affiliates terminates by reason of\n                    attainment of his Normal Retirement Date, death or\n                    Total Disability must be eligible to receive a\n                    distribution of his Account balance no later than\n                    the end of the Plan Year following the Plan Year\n                    in which such termination occurs; provided,\n                    however, that this provision shall not apply to\n                    the shares of Company Stock held in the\n                    Participant's Account acquired with the proceeds\n                    of an Acquisition Loan until the close of the Plan\n                    Year in which such Acquisition Loan has been\n                    repaid in full;\n\n                         (ii) unless a Participant otherwise elects\n                    under Section 7.4(b), a Participant whose\n                    employment with the Company and its Affiliates\n                    terminates must commence to receive a distribution\n                    of his Account no later than 60 days following the\n                    close of the Plan Year in which the latest of the\n                    following occurs: (A) a Participant reaches his\n                    Normal Retirement Date, (B) the Participant's\n                    employment with the Company and its Affiliates\n                    terminates and (C) the 10th anniversary of the\n                    year in which the Participant commenced\n                    participation in the Plan; \n\n                         (iii) a Participant's Account balance must\n                    commence to be distributed no later than the April\n                    1 of the calendar year next following the calendar\n                    year in which such Participant attains age 70-\n                    1\/2. Any amount distributed pursuant to this\n                    clause (iii) shall, in the case of a Participant\n                    who is an Employee, be and be limited to the\n                    minimum amount required to be distributed pursuant\n                    to Code section 401(a)(9);\n                \n                         (iv) If a Participant's employment with the\n                    Company and its Affiliates terminates by reason of\n                    death, or if a Participant dies after his\n                    employment terminates but before a distribution\n                    commences from the Plan, then, unless the\n                    Participant's spouse is the Beneficiary, all of\n                    the Participant's interest in the Plan must be\n                    completely distributed within five years after the\n                    date of his death unless distributions begin\n                    within one year after the Participant's death; and\n                \n                         (v) to the extent permitted by law, Code\n                    section 401(a)(9) and any related transitional\n                    rule are incorporated by reference into the terms\n                    of the Plan.\n\n                    (b) Deferred Distributions. A Participant (or a\n               spousal Beneficiary) may elect to defer the\n               commencement of his distribution to any date on or\n               prior to the April 1 of the calendar year next\n               following the calendar year in which such Participant\n               attains age 70-1\/2.\n\n               7.5  Direct Rollover. To the extent required by Code\n          section 401(a)(31), the Participant (or a spousal\n          Beneficiary) shall have the right to elect to have any\n          distribution that constitutes an \"eligible rollover\n          distribution\" (as defined in Code section 401(a)(31)(C))\n          paid directly to an \"eligible retirement plan\" (as defined\n          in Code section 401(a)(31)(D)) specified by such Participant\n          (or a spousal Beneficiary). If a Participant (or a spousal\n          Beneficiary) fails to make the foregoing election he shall\n          be deemed to have not made such election. The provisions of\n          this Section 7.5 shall be administered in accordance with,\n          and subject to, such rules as the ESOP Committee may\n          prescribe, which rules may include any limitations permitted\n          under Code section 401(a)(31). \n\n               7.6  Facility of Payment.\n\n                    (a) General. Subject to Section 7.6(b), if, in the\n               opinion of the ESOP Committee, a Participant or\n               Beneficiary is under a legal disability or is in any\n               way incapacitated so as to be unable to manage his\n               financial affairs, the ESOP Committee may (but shall\n               not be required to), until claim is made by a\n               conservator or other person legally charged with the\n               care of his person or of his estate, direct the Trustee\n               to make payment to a relative or friend of such person\n               for his benefit. Thereafter, any benefits under the\n               Plan to which such Participant or Beneficiary is\n               entitled shall be paid to such conservator or other\n               person legally charged with the care of his person or\n               his estate.\n\n                    (b) Minors. In the event any amount is payable\n               under the Plan to a minor, payment shall not be made to\n               the minor, but instead shall be paid (i) to that\n               person's then living parent(s) to act as custodian,\n               (ii) if that person's parents are then divorced, and\n               one parent is the sole custodial parent, to such\n               custodial parent, or (iii) if no parent of that person\n               is then living, to a custodian selected by the ESOP\n               Committee to hold the funds for the minor under the\n               Uniform Transfers or Gifts to Minors Act in effect in\n               the jurisdiction in which the minor resides. If no\n               parent is living and the ESOP Committee decides not to\n               select another custodian to hold the funds for the\n               minor, payment shall be made to the duly appointed and\n               currently acting guardian of the estate for the minor\n               or, if no guardian of the estate for the minor is duly\n               appointed and currently acting within 60 days after the\n               date the amount becomes payable, payment shall be\n               deposited with the court having jurisdiction over the\n               estate of the minor. \n\n                    (c) Discharge. Any payment made under this Section\n               7.6 shall fully discharge, to such extent, the\n               obligation of the Trustee to pay benefits under the\n               Plan with respect to such Participant, Beneficiary or\n               minor. \n           \n               7.7  Interests Not Transferable. The interests of\n          Participants and their Beneficiaries under the Plan are not\n          subject to the claims of their creditors and may not be\n          voluntarily or involuntarily assigned, alienated or\n          encumbered, except as otherwise provided in Section 7.11.\n           \n               7.8  Absence of Guaranty. The Trustee, the ESOP\n          Committee and the Employers in no way guarantee the Trust\n          Fund from loss or depreciation. Moreover, the Employers do\n          not guarantee any payment to any person. The liability of\n          the Trust to make any payment is limited to the available\n          Trust Fund. \n           \n               7.9  Designation of Beneficiary. In the event of the\n          death of a married Participant, the Participant's Account\n          balance will be paid to his surviving spouse, except as\n          otherwise provided below. Each Participant from time to\n          time, by signing a form furnished by the ESOP Committee, may\n          designate any legal or natural person or persons (who may be\n          designated contingently or successively) to whom his\n          benefits are to be paid if he dies before he receives all of\n          his benefits; provided, however, that if a married\n          Participant designates a Beneficiary other than his spouse,\n          his spouse must consent in writing to such designation and\n          acknowledge in writing the effect of such designation, and\n          such consent and acknowledgement must be witnessed by a\n          notary public. Any designation by an unmarried Participant\n          shall be rendered ineffective by any subsequent marriage and\n          any consent of a spouse shall be effective only as to that\n          spouse.\n\n               A Beneficiary designation form will be effective only\n          when the signed form is filed with the ESOP Committee while\n          the Participant is alive and will cancel all Beneficiary\n          designation forms signed earlier. If a deceased Participant\n          fails to designate a Beneficiary as provided above (or if\n          the designated Beneficiary dies before the Participant or\n          before receiving complete payment of the Participant's\n          benefits), the ESOP Committee shall direct the Trustee to\n          pay the Participant's benefits as follows:\n\n                    (a) first, to the surviving spouse of the\n               Participant, if any; \n\n                    (b) second, to the children (including any adopted\n               children) of the Participant, per stirpes; and\n\n                    (c) third, if the Participant leaves no surviving\n               spouse or has no descendants pursuant to paragraph (b)\n               above, to the estate of the last to die of the\n               Participant or his designated Beneficiary. \n           \n               Upon the dissolution of marriage of a Participant, any\n          designation of the Participant's former spouse as a\n          Beneficiary shall be treated as though the Participant's\n          former spouse had predeceased the Participant, unless (i)\n          the Participant executes another Beneficiary designation\n          that complies with this Section 7.9 and that clearly names\n          such former spouse as a Beneficiary, or (ii) a court order\n          presented to the ESOP Committee prior to distribution on\n          behalf of the Participant explicitly requires the\n          Participant to continue to maintain the former spouse as the\n          Beneficiary. In any case in which the Participant's former\n          spouse is treated under the Participant's Beneficiary\n          designation as having predeceased the Participant, no heirs\n          or other beneficiaries of the former spouse shall receive\n          benefits from the Plan as a Beneficiary of the Participant\n          except as provided otherwise in the Participant's\n          Beneficiary designation. \n           \n               7.10 Missing Participants or Beneficiaries. Each\n          Participant and each Beneficiary must file with the ESOP\n          Committee from time to time in writing his post office\n          address and each change of post office address. Any\n          communication, statement or notice addressed to a\n          Participant or Beneficiary at his last post office address\n          filed with the ESOP Committee, or if no address is filed\n          with the ESOP Committee, then, in the case of a Participant,\n          at his last post office address as shown on his Employer's\n          records, will be binding on the Participant and his\n          Beneficiary for all purposes of the Plan. The Employers, the\n          ESOP Committee and the Trustee will not be required to\n          search for or locate a Participant or his Beneficiary. In\n          the event that all, or any portion, of the distribution\n          payable to a Participant or his Beneficiary hereunder shall,\n          at the expiration of five years after it shall become\n          payable, remain unpaid solely by reason of the inability of\n          the ESOP Committee, after sending a communication, statement\n          or notice to the last post office address filed with the\n          ESOP Committee, to ascertain the whereabouts of such\n          Participant or his Beneficiary, the amount so distributable\n          shall be reallocated in the same manner as a Company Stock\n          contribution would be allocated under the provisions of\n          Section 5.4. In the event a Participant or his Beneficiary\n          is located subsequent to his benefit being reallocated, such\n          benefit shall be restored first from Trust (including the\n          Supplemental Trust) earnings and second from an Employer\n          Contribution made solely for restoration purposes. The\n          allocation and restoration referred to above shall be\n          effected by giving effect to the class of Company Stock\n          reallocated.\n\n               7.11 Qualified Domestic Relations Order. In addition to\n          payments made under Section 7 on account of a Participant's\n          termination of employment, payments may also be made to an\n          Alternate Payee (as defined below) prior to, coincident\n          with, or after a Participant's termination of employment if\n          made pursuant to a \"qualified domestic relations order\" (as\n          defined in Code section 414(p)). The ESOP Committee shall\n          establish reasonable procedures to determine the qualified\n          status of domestic relations orders and to administer\n          distributions under such qualified orders, including, in its\n          sole discretion, the establishment of segregated accounts\n          for Alternate Payees. The term \"Alternate Payee\" means any\n          spouse, former spouse, child or other dependent of a\n          Participant who is recognized by a Qualified Domestic\n          Relations Order as having a right to receive all, or a\n          portion of, the benefits payable under the Plan with respect\n          to the Participant.\n\n          SECTION 8\n\n          VOTING AND CERTAIN DISPOSITIONS OF COMPANY STOCK \n           \n               8.1  Voting.\n\n                    (a) Allocated Shares. Each Participant or\n               Beneficiary, as a named fiduciary within the meaning of\n               ERISA section 403(a)(1), in accordance with the\n               procedures hereinafter set forth, may direct the\n               Trustee with respect to the votes of the shares of\n               Company Stock allocated to his ESOP Stock Account, and\n               the Trustee shall follow the directions of those\n               Participants (and Beneficiaries) who provide timely\n               instructions to the Trustee; provided that,\n               notwithstanding the foregoing, the Trustee shall vote\n               the shares of Company Stock allocated to the Part B\n               Accounts of Participants who are (or were) members of\n               the ALPA Employee Group but are not Employees (or\n               allocated to the Part B Accounts of their\n               Beneficiaries). \n\n                    (b) Unallocated and Uninstructed Shares.\n                \n                         (i) Part A. Each active Participant (which\n                    shall be defined for purposes of Sections 8.1 and\n                    8.2 to mean a Participant who is an Employee) who\n                    directed the Trustee with respect to shares\n                    allocated to his Account under Part A in\n                    accordance with Section 8.1(a) may, again as a\n                    named fiduciary, direct the Trustee with respect\n                    to a portion of both the number of shares of\n                    Company Stock held in the Loan Suspense Account\n                    and the number of such shares allocated to any\n                    Participant's Account under Part A for which no\n                    instructions were timely received by the Trustee.\n                    Such portion shall be determined as follows:\n                \n                              (A) Such portion shall be limited to the\n                         sum of: (I) the number of shares of Company\n                         Stock held in the Loan Suspense Account\n                         reserved for allocation to such Participant's\n                         Employee Group, plus (II) the number of\n                         shares of Company Stock allocated to the\n                         Accounts of Participants in such\n                         Participant's Employee Group under Part A for\n                         which no instructions were timely received.\n\n                              (B) The number of shares of Company\n                         Stock determined under clause (i)(A) shall be\n                         multiplied by a fraction, the numerator of\n                         which is the number of shares of Company\n                         Stock allocable to Part A that such\n                         Participant directed the Trustee in\n                         accordance with Section 8.1(a) and the\n                         denominator of which is the aggregate number\n                         of shares allocable to Part A that were\n                         directed by active Participants in the same\n                         Employee Group in accordance with Section\n                         8.1(a). \n\n                              (C) Such Participant, as a named\n                         fiduciary, shall be entitled to direct the\n                         Trustee with respect to the number of shares\n                         determined under clause (i)(B). \n\n                         (ii) Part B. Each active Participant who\n                    directed the Trustee with respect to shares\n                    allocated to his Account under Part B in\n                    accordance with Section 8.1(a) may, again as a\n                    named fiduciary, direct the Trustee with respect\n                    to a portion of the number of such shares\n                    allocated to any Participant's Account under Part\n                    B for which no instructions were timely received\n                    by the Trustee. Such portion shall be determined\n                    as follows:\n                \n                              (A) Such portion shall be limited to the\n                         number of shares of Company Stock allocated\n                         to the Accounts of Participants in such\n                         Participant's Employee Group under Part B for\n                         which no instructions were timely received. \n\n                              (B) The number of shares of Company\n                         Stock determined under clause (ii)(A) shall\n                         be multiplied by a fraction, the numerator of\n                         which is the number of shares of Company\n                         Stock allocable to Part B that such\n                         Participant directed the Trustee in\n                         accordance with Section 8.1(a) and the\n                         denominator of which is the aggregate number\n                         of shares allocable to Part B that were\n                         directed by active Participants in the same\n                         Employee Group in accordance with Section\n                         8.1(a).\n\n                              (C) Such Participant, as a named\n                         fiduciary, shall be entitled to direct the\n                         Trustee, with respect to the number of shares\n                         determined under clause (ii)(B). \n\n                    (c) Procedure. Such directions shall be provided\n               directly to the Trustee and shall be held in confidence\n               and not be divulged or released to any other person.\n               Within a reasonable time prior to each annual or\n               special meeting of holders of Company Stock, the ESOP\n               Committee shall furnish to all Participants (and\n               Beneficiaries) entitled to direct the Trustee as to the\n               voting of shares of Company Stock copies of any proxy\n               solicitation material provided to holders of voting\n               Company Stock generally together with appropriate\n               instruction forms or cards and information concerning\n               the method of providing such instructions to the\n               Trustee. To the extent permitted by law, if the Trustee\n               cannot follow directions of Participants (or\n               Beneficiaries), the ESOP Committee shall direct the\n               Trustee.\n\n               8.2  Control Transaction.\n\n                    (a) General. The provisions of this Section 8.2\n               shall apply in the event a Control Transaction is\n               commenced or proposed by a person or persons. In the\n               event a Control Transaction is commenced or proposed,\n               the ESOP Committee, promptly after receiving notice,\n               shall transfer certain of the ESOP Committee's record\n               keeping functions under the Plan to an independent\n               record keeper (which if the Trustee consents in\n               writing, may be the Trustee). The functions so\n               transferred shall be those necessary to preserve the\n               confidentiality of any directions given by the\n               Participants (and Beneficiaries) in connection with the\n               Control Transaction. Within a reasonable time after a\n               Control Transaction is commenced, the ESOP Committee\n               shall furnish to all Participants (and Beneficiaries)\n               entitled, as hereinafter set forth, to direct the\n               Trustee with respect to the Control Transaction, copies\n               of all offering material provided to holders of Company\n               Stock generally, together with appropriate instruction\n               forms or cards and information concerning the method of\n               providing such instructions to the Trustee. Except as\n               otherwise required by ERISA, the Trustee shall have no\n               discretion or authority to sell, exchange, transfer,\n               convert or otherwise dispose of any of shares of\n               Company Stock pursuant to such Control Transaction\n               except to the extent that the Trustee is timely\n               directed to do so in writing as follows:\n                \n                         (i) Allocated Shares. Each Participant (or\n                    Beneficiary) to whose ESOP Stock Account shares of\n                    Company Stock have been allocated may, as a named\n                    fiduciary within the meaning of ERISA section\n                    403(a)(1), direct the Trustee with respect to the\n                    sale, exchange, transfer, conversion or other\n                    disposition of the shares of Company Stock\n                    allocated to his ESOP Stock Account, and the\n                    Trustee shall follow the directions of those\n                    Participants (and Beneficiaries) who provide\n                    timely instructions to the Trustee.\n                \n                         (ii) Unallocated and Uninstructed Shares. \n\n                              (A) Part A. Each active Participant who\n                         directed the Trustee with respect to shares\n                         allocated to his Account under Part A in\n                         accordance with Section 8.2(a)(i) may, again\n                         as a named fiduciary, direct the Trustee with\n                         respect to a portion of both the number of\n                         shares of Company Stock held in the Loan\n                         Suspense Account and the number of such\n                         shares allocated to any Participant's Account\n                         under Part A for which no instructions were\n                         timely received by the Trustee. Such portion\n                         shall be determined as follows:\n                \n                                   (I) Such portion shall be limited\n                              to the sum of: (x) the number of shares\n                              of Company Stock held in the Loan\n                              Suspense Account reserved for allocation\n                              to such Participant's Employee Group,\n                              plus (y) the number of shares of Company\n                              Stock allocated to the Accounts of\n                              Participants in such Participant's\n                              Employee Group under Part A for which no\n                              instructions were timely received.\n\n                                   (II) The number of shares of\n                              Company Stock determined under clause\n                              (ii)(A)(I) shall be multiplied by a\n                              fraction, the numerator of which is the\n                              number of shares of Company Stock\n                              allocable to Part A that such\n                              Participant directed the Trustee in\n                              accordance with Section 8.2(a)(i) and\n                              the denominator of which is the\n                              aggregate number of shares allocable to\n                              Part A that were directed by active\n                              Participants in the same Employee Group\n                              in accordance with Section 8.2(a)(i).\n                \n                                   (III) Such Participant, as a named\n                              fiduciary, shall be entitled to direct\n                              the Trustee with respect to the number\n                              of shares determined under clause\n                              (ii)(A)(II).\n                \n                              (B) Part B. Each active Participant who\n                         directed the Trustee with respect to shares\n                         allocated to his Account under Part B in\n                         accordance with Section 8.2(a)(i) may, again\n                         as a named fiduciary, direct the Trustee with\n                         respect to a portion of the number of such\n                         shares allocated to any Participant's Account\n                         under Part B for which no instructions were\n                         timely received by the Trustee. Such portion\n                         shall be determined as follows:\n\n                                   (I) Such portion shall be limited\n                              to the number of shares of Company Stock\n                              allocated to the Accounts of\n                              Participants in such Participant's\n                              Employee Group under Part B for which no\n                              instructions were timely received. \n\n                                   (II) The number of shares of\n                              Company Stock determined under clause\n                              (ii)(B)(I) shall be multiplied by a\n                              fraction, the numerator of which is the\n                              number of shares of Company Stock\n                              allocable to Part B that such\n                              Participant directed the Trustee in\n                              accordance with Section 8.2(a)(i) and\n                              the denominator of which is the\n                              aggregate number of shares allocable to\n                              Part B that were directed by active\n                              Participants in the same Employee Group\n                              in accordance with Section 8.2(a)(i).\n                \n                                   (III) Such Participant, as a named\n                              fiduciary, shall be entitled to direct\n                              the Trustee with respect to the number\n                              of shares determined under clause\n                              (ii)(B)(II).\n\n          All such instructions from Participants (and beneficiaries)\n          shall be provided directly to the independent record keeper\n          which, if different from the Trustee, shall then instruct\n          the Trustee as to the amount of shares to be sold, tendered,\n          exchanged, transferred, converted or otherwise disposed of\n          in accordance with the above directions. To the extent the\n          Trustee cannot follow Participant (or Beneficiary)\n          instructions, the ESOP Committee, as a named fiduciary,\n          shall direct the Trustee. Except as contemplated by the\n          foregoing or as required to facilitate the making of Plan\n          distributions or diversification elections or as required by\n          law, the Trustee shall have no authority to dispose of\n          Company Stock in a Control Transaction or otherwise.\n\n               (b) Records. Following any Control Transaction that has\n          resulted in the sale or exchange of any shares of Company\n          Stock held in the Plan, the record keeper shall continue to\n          maintain on a confidential basis the Accounts of\n          Participants (and Beneficiaries) to whose Accounts shares of\n          Company Stock were allocated at any time during such offer,\n          until complete distribution of such Accounts or such earlier\n          time as the record keeper determines that the transfer of\n          the record keeping functions back to the ESOP Committee will\n          not violate the confidentiality of the directions given by\n          the Participants (and Beneficiaries). In the event that\n          there is no sale or exchange of any shares of ESOP Stock\n          held in the Plan pursuant to the Control Transaction, the\n          record keeper shall transfer back to the ESOP Committee the\n          record keeping functions; provided, however, that the record\n          keeper shall keep confidential any instructions which it may\n          receive from Participants (and Beneficiaries) relating to\n          the Control Transaction.\n\n               (c) Proceeds. For purposes of allocating the proceeds\n          of any sale or exchange pursuant to a Control Transaction,\n          the ESOP Committee or the independent record keeper, as the\n          case may be, shall determine the portion, expressed as a\n          percentage, of shares of each class tendered by the Trustee\n          that were actually sold or exchanged (the \"applicable\n          percentage\" for that class). For each class, the ESOP\n          Committee or the independent record keeper, as the case may\n          be, shall then treat as having been sold or exchanged from\n          the portion of the Loan Suspense Account applicable to that\n          Employee Group and each of the individual Accounts of\n          Participants (and Beneficiaries) that number of shares (of\n          that class) that is obtained by multiplying (i) the\n          applicable percentage for that class, times (ii) the total\n          number of shares in such Account of that class that were\n          directed to be tendered, exchanged or sold in connection\n          with the Control Transaction. The adjustments to individual\n          Accounts shall be made by the ESOP Committee or the\n          independent record keeper, as the case may be, on\n          information supplied by the Company, the ESOP Committee or\n          the Trustee.\n\n               (d) Actions To Be Taken Following a Control\n          Transaction. Notwithstanding Section 4.2 or any other\n          provision of this Plan or the Trust Agreement that requires\n          that the Trust Fund be invested exclusively in shares of\n          Company Stock, this Section 8.2(d) shall apply if a Control\n          Transaction results in the sale or exchange or other\n          disposition of any shares of Company Stock held in the Plan.\n          If the consideration received by the Trust as a result of\n          the Control Transaction consists solely of \"appropriate\n          securities\" (as defined below), the terms of the Plan, all\n          outstanding Acquisition Loans, and future sales under\n          Additional Acquisition Loans, shall continue as if the\n          Control Transaction had not occurred. If the consideration\n          received includes cash, property or securities, other than\n          appropriate securities, the Trustee shall invest the\n          proceeds in appropriate securities to the extent possible;\n          if the Trustee is able to reinvest all such proceeds in\n          appropriate securities, the Plan, all outstanding\n          Acquisition Loan and future sales under Additional\n          Acquisition Loans, shall continue as if the Control\n          Transaction had not occurred; if the Trustee is unable to\n          reinvest all such proceeds in appropriate securities, then\n          the Company shall make appropriate arrangements (which shall\n          be reasonably satisfactory to ALPA and the IAM and shall\n          take into account and recognize the position that ESOP\n          Participants would have enjoyed had all of the shares of\n          Class 1 Non-Voting Stock been sold to the ESOP on the\n          Effective Date at a price per share equal to the purchase\n          price with respect to the shares sold on the Effective Date)\n          to protect the substantive interests of each Employee Group,\n          provided, however, that it is not currently intended that\n          such arrangements will consist of forgiveness of any portion\n          of any Acquisition Loan. For purposes of this Section\n          8.2(d), \"appropriate securities\" shall mean stock (i) that\n          is described in Code section 409(l), (ii) that is either\n          common stock described in Code section 409 (l)(1) or\n          preferred stock that converts into such common stock, and\n          (iii) the issuer of which stock (A) has a Moody's senior\n          long-term debt rating which is at least as good as the\n          better of the Moody's senior long-term debt rating of the\n          Company or United Airlines, Inc. at such time and (B) is a\n          \"public company\" as defined in Article Fifth of the Articles\n          of Incorporation of the Company. \n\n               (e) Special Funding Rules. (i) If (x) any person or\n          persons commence (which, for purposes of this paragraph,\n          shall mean filing a tender offer statement on Schedule 14D-1\n          (or successor form) with the Securities and Exchange\n          Commission or mailing appropriate solicitation materials to\n          the shareholders) a bona fide tender offer or exchange offer\n          for Company Stock which, if successful, would require the\n          offeror (if a person other than the Company or any of its\n          affiliates) to file a Form 13D (or successor form) with the\n          Securities and Exchange Commission with respect thereto, or\n          (y) the Board of Directors or shareholders approve a Control\n          Transaction described in Section 1(q)(b), then all of the\n          remaining shares of Class 1 Non-Voting Preferred Stock that\n          are to be issued to the Plan pursuant to the\n          Recapitalization Agreement shall be sold (\"Top-Off Sale\") by\n          the Company to the Plan as soon as possible (and, in all\n          circumstances, in adequate time to allow the Plan to respond\n          to such event), pursuant to an Additional Acquisition Loan\n          (conforming to the first sentence of Section 1.6(g) of the\n          Recapitalization Agreement, provided that the consent of\n          ALPA and the IAM required by that sentence shall not apply),\n          unless and to the extent that ALPA and the IAM jointly\n          request otherwise in writing. (All disputes between the\n          Company and ALPA and the IAM as to whether any such tender\n          offer or exchange offer is bona fide shall be made in\n          accordance with the arbitration procedures described in\n          Section 11.2(b)(ii)(G)-(J) hereof.) In the Company's sole\n          discretion such Top-Off Sale may be made subject to a\n          condition that prevents, to the extent permitted by law, the\n          consummation of such Top-Off Sale if the event in question\n          does not result in the sale, exchange or other disposition\n          of Company Stock, provided that such contingency does not\n          materially interfere with the Plan's ability to so respond\n          to the event in question. The purchase price of the shares\n          of Class 1 Non-Voting Preferred Stock to be sold pursuant to\n          this subsection (e) shall be the fair market value of such\n          shares of Class 1 Non-Voting Preferred Stock. \n\n                    (ii) (A) If a person or persons make a bona fide\n               offer to the Plan (not covered by paragraph (e)(i)) to\n               acquire, directly or indirectly, at least 5% of the\n               Company Stock held by the Plan (the \"Offer\"), such\n               Offer shall be treated as if an event described in\n               (e)(i) and the resultant Top- Off Sale shall be\n               effected in accordance with (e)(i), subject, however,\n               to the provisions of (e)(ii)(B).\n                \n                         (B) In the event of an Offer, the Trustee\n                    shall seek directions from Participants regarding\n                    the Offer, in accordance with the provisions of\n                    this Section 8.2, both as to the actual shares\n                    held by the Plan and as to the additional shares\n                    that would be held in the Loan Suspense Account if\n                    the Top-Off Sale had been effected. If following\n                    those directions as to both actual shares and the\n                    shares that would be acquired in a Top-Off Sale,\n                    and following those directions only as to actual\n                    shares would in each case not result in the direct\n                    or indirect acquisition of any Company Stock\n                    pursuant to the Offer, then the Top-Off Sale shall\n                    not be effected; otherwise, the Top-Off Sale shall\n                    be effected as contemplated by (e)(i) and\n                    (e)(ii)(A).\n                \n                         (C) Subject to the next sentence, the\n                    provisions of (e)(ii)(B) shall not apply and the\n                    Top-Off Sale shall be made in accordance with\n                    (e)(ii)(A) if following the (e)(ii)(B) procedures\n                    could reasonably be expected to prevent a Top-Off\n                    Sale from being effected in adequate time to allow\n                    the Plan to accept the Offer. Under the\n                    circumstances described in this (e)(ii)(C),\n                    however, the Top-Off Sale shall be consummated\n                    immediately before the consummation of the\n                    transaction contemplated by the Offer and shall,\n                    to the extent legally permitted, be subject to the\n                    consummation of the transaction contemplated by\n                    the Offer.\n\n                    (iii) If a Top-Off Sale required by (e)(i) or\n               (e)(ii) is not consummated, the Company shall make\n               appropriate arrangements (which shall be reasonably\n               satisfactory to ALPA and the IAM) to protect the\n               substantive interests of the Employee Groups with\n               respect to the ESOP and the relevant transaction and\n               the purposes of this subsection (e). The appropriate\n               arrangements contemplated by the foregoing shall take\n               into account and recognize the position that\n               Participants would have enjoyed had all of the shares\n               of Class 1 Non-Voting Preferred Stock been sold to the\n               Plan on the Effective Date at a price per share equal\n               to the purchase price with respect to the shares of\n               Class 1 Non-Voting Preferred Stock sold on the\n               Effective Date. The provisions of this subsection (e)\n               and subsection (d) are not mutually exclusive, provided\n               that to the extent the sales or other appropriate\n               arrangements described in this subsection (e) occur,\n               the future sales in connection with Additional\n               Acquisition Loans described in subsection (d) shall not\n               be required. \n\n               8.3  No Illegal Actions. Notwithstanding any other\n          provision of this Plan, the Trustee shall not be obligated\n          to follow the direction of a named fiduciary unless such\n          direction is in accordance with the terms of the Plan and is\n          proper under ERISA section 403(a)(2) and not contrary to\n          Title I of ERISA. \n\n          SECTION 9\n\n          RIGHTS, RESTRICTIONS AND OPTIONS ON COMPANY STOCK\n           \n               9.1  Right of First Refusal. If Company Stock\n          distributed is not readily tradable on an established market\n          (within the meaning of Code section 409(h)), any shares of\n          Company Stock distributed by the Trustee shall be subject to\n          a \"Right of First Refusal.\" The Right of First Refusal shall\n          provide that, prior to any subsequent transfer, such shares\n          of Company Stock must first be offered in writing to the\n          Trust and, if refused by the Trust, to the Company, at the\n          greater of its independently appraised value as of the\n          Valuation Date coinciding with or next preceding such offer,\n          or the price stated in a bona fide written offer and on the\n          same terms. The Trustee (on behalf of the Trust) and the\n          Company, as the case may be, shall have a total of 14 days\n          (from the date the Trust or the Company, as the case may be,\n          receives the offer) to exercise the Right of First Refusal.\n          The ESOP Committee shall determine whether a written offer\n          from a prospective buyer has been made in good faith. A\n          Participant (or Beneficiary) entitled to a distribution of\n          Company Stock may be required to execute an appropriate\n          stock transfer agreement (evidencing the Right of First\n          Refusal) prior to receiving a certificate for Company Stock.\n           \n               9.2  Put Option. If Company Stock distributed is not\n          readily tradable on an established market (within the\n          meaning of Code section 409(h)), the Company shall issue a\n          \"Put Option\" to each Participant (or his Beneficiary)\n          receiving a distribution of such Company Stock from the\n          Plan. The Put Option shall permit the Participant (or his\n          Beneficiary) to sell such Company Stock to the Company, at\n          any time during two put option periods (described below), at\n          the then fair market value, such fair market value to be\n          determined at least annually as of the respective Valuation\n          Date by an independent appraiser selected by the ESOP\n          Committee. The first put option period shall be a period of\n          at least 60 days beginning on the date of distribution of\n          Company Stock to the Participant (or his Beneficiary). The\n          second put option period shall be a period of at least 60\n          days beginning after the new determination of the fair\n          market value of Company Stock is made by an independent\n          appraiser (and notification is given to the Participant or\n          his Beneficiary) in the next following Plan Year. The\n          Company shall permit the Trustee, in its discretion, to\n          purchase the Company Stock tendered to the Company under a\n          Put Option. If the Company or the Trustee purchases Company\n          Stock tendered under a Put Option and the Company Stock was\n          distributed to the Participant (or his Beneficiary) in the\n          form of a lump sum, the payment, at the discretion of the\n          Company or Trustee, may be made (a) in five substantially\n          equal annual installments commencing not later than 30 days\n          after the exercise of the Put Option; provided, however,\n          that the purchaser provides adequate security and reasonable\n          interest (as determined by the ESOP Committee) on unpaid\n          installments, or (b) in a lump sum. If the Company or\n          Trustee purchases Company Stock tendered under a Put Option\n          and the Company Stock was distributed as part of an\n          installment distribution, the payment, in the form of a lump\n          sum, must be made not later than 30 days after the exercise\n          of the Put Option. The Trustee, on behalf of the Trust, may\n          offer to purchase any shares of Company Stock (which are not\n          sold pursuant to a Put Option) from any former Participant\n          or Beneficiary at any time in the future, at its then fair\n          market value.\n\n               9.3  Share Legend. Shares of Company Stock held or\n          distributed by the Trustee may include such legend\n          restrictions on transferability as the Company may\n          reasonably require in order to assure compliance with\n          applicable federal and state securities laws. Except as\n          otherwise provided in this Section 9, no shares of Company\n          Stock held or distributed by the Trustee may be subject to a\n          put, call or other option, or buy-sell or similar\n          arrangement.\n\n               9.4  Nonterminable Rights. The provisions of this\n          Section 9 shall continue to be applicable to Company Stock\n          even if the Plan ceases to be an \"employee stock ownership\n          plan\" (as defined under Code section 4975(e)(7)). \n\n          SECTION 10\n\n          DIVIDENDS\n\n               10.1 Class 1 Non-Voting Preferred Stock.\n\n                    (a) Application of Fixed Dividend.\n\n                         (i) Allocated Shares. Any cash dividends paid\n                    with respect to shares of Class 1 Non-Voting\n                    Preferred Stock allocated to the Participants'\n                    ESOP Stock Accounts which were acquired with the\n                    proceeds of a particular Acquisition Loan, but\n                    excluding dividends in excess of the Fixed\n                    Dividend paid on such Preferred Stock, shall be\n                    used by the Trustee to pay the principal balance\n                    of such Acquisition Loan.\n                \n                         (ii) Unallocated Shares. Any cash dividends\n                    paid with respect to shares of Class 1 Non-Voting\n                    Preferred Stock held in the Loan Suspense Account\n                    which were acquired with the proceeds of a\n                    particular Acquisition Loan, but excluding\n                    dividends in excess of the Fixed Dividend paid on\n                    such Preferred Stock, shall be used by the Trustee\n                    to pay the principal balance of such Acquisition\n                    Loan. \n\n                         (iii) Any cash dividends described in clauses\n                    (i) or (ii) in excess of the principal balance of\n                    the Acquisition Loan which are attributable to\n                    prior fixed dividends that are not paid due to a\n                    lack of earnings and profits shall be used to pay\n                    interest on such Acquisition Loan if the Company\n                    made additional contributions to the Plan to make\n                    up for such unpaid fixed dividends. \n\n                         (iv) Any cash dividends described in clauses\n                    (i) or (ii) above not used to repay the\n                    Acquisition Loan in accordance with clauses (i),\n                    (ii) or (iii) above shall be allocated pursuant to\n                    subsection (b) below as if they were dividends in\n                    excess of the Fixed Dividend.\n\n                    (b) Application of Excess Dividend.\n                \n                         (i) Allocated Shares. Any cash dividends paid\n                    with respect to shares of Class 1 Non-Voting\n                    Preferred Stock allocated to the Participants'\n                    ESOP Stock Accounts in excess of the Fixed\n                    Dividend paid on such Preferred Stock shall be\n                    allocated to such Accounts, pro rata, according to\n                    the number of shares of such Preferred Stock held\n                    in such Accounts on the dividend record date; such\n                    amounts shall be used by the Trustee to purchase\n                    shares of Common Stock.\n                \n                         (ii) Unallocated Shares. Any cash dividends\n                    paid with respect to shares of Class 1 Non-Voting\n                    Preferred Stock held in the Loan Suspense Account\n                    in excess of the Fixed Dividend paid on such\n                    Preferred Stock shall be allocated among the\n                    Employee Groups in proportion to the allocation\n                    percentages set forth in Section 5.4(a)(i)(A). The\n                    amount allocated to each Employee Group shall then\n                    be allocated to the Participants from that\n                    Employee Group, pro rata, according to their Part\n                    A Account balances on the dividend record date;\n                    such amounts shall be used by the Trustee to\n                    purchase shares of Common Stock. \n\n               10.2 Other Dividends. Any other cash dividends paid on\n          Company Stock (excluding Class 1 Non-Voting Preferred Stock)\n          shall be used by the Trustee to purchase additional shares\n          of Company Stock as provided in Section 5.3. \n           \n               10.3 Special Allocated Share Rule. Any Financed Shares\n          released from a Loan Suspense Account subaccount by reason\n          of dividends paid with respect to Company Stock that was\n          acquired with the proceeds of the Acquisition Loan\n          applicable to that subaccount shall be allocated in the same\n          manner as provided in Section 5.4(a) for Employer\n          Contributions; provided, however, that prior to said\n          allocation, Financed Shares so released from such subaccount\n          with a fair market value (on the applicable dividend payment\n          date) equal to the dividends allocated to Participants' ESOP\n          Cash Accounts and applied to repay such particular\n          Acquisition Loan as provided in Section 10.1 shall first be\n          allocated among and credited to those ESOP Stock Accounts,\n          pro rata, according to the amount of their dividends so\n          applied. To the extent that the fair market value of the\n          shares released from a subaccount is less than the dividends\n          described in the foregoing proviso, Financed Shares released\n          from other Loan Suspense Account subaccounts shall be used\n          to make up the insufficiency (after first applying the\n          foregoing proviso with respect to Financed Shares released\n          from such other subaccount). Notwithstanding any provision\n          of the Plan to the contrary, in any Plan Year the total\n          dividends allocated to a Participant's ESOP Cash Account\n          used to repay Acquisition Loan(s) shall not, to the extent\n          required by law, exceed the fair market value of the\n          Financed Shares released from the Loan Suspense Account and\n          allocated to that Participant's Account.\n\n          SECTION 11\n\n          ADMINISTRATION\n\n               11.1 General. The Company shall be the administrator of\n          the Plan and shall have the rights, duties and obligations\n          of an \"administrator\" as that term is defined in ERISA\n          section 3(16)(A) and of a \"plan administrator\" as that term\n          is defined in Code section 414(g). Some administrative\n          functions have been allocated to the ESOP Committee, which\n          shall have the rights, duties and obligations set forth\n          herein. The ESOP Committee shall be the \"named fiduciary,\"\n          as described in ERISA section 402, with respect to its\n          authority under the Plan, except to the extent provided in\n          Section 8, for which each Participant (or Beneficiary) shall\n          be the named fiduciary, and except with respect to the\n          Initial Acquisition Loan and Additional Acquisition Loans\n          and the use of the proceeds thereof to purchase Preferred\n          Stock, for which the Trustee shall be the named fiduciary.\n\n               11.2 Membership and Authority.\n\n                    (a) General. The ESOP Committee shall consist of\n               six members: three members shall be appointed by ALPA,\n               two members shall be appointed by the IAM and one\n               member shall be appointed by the Company. Meetings of\n               the ESOP Committee shall be held at the executive\n               offices of the Company unless a majority of all members\n               unanimously agree upon another location. The ESOP\n               Committee shall have the following powers, rights and\n               duties:\n\n                         (i) to adopt such rules of procedure and\n                    regulations for the proper and efficient\n                    administration of the Plan and as are consistent\n                    with the provisions of the Plan;\n                \n                         (ii) to enforce the Plan in accordance with\n                    its terms and with such applicable rules and\n                    regulations as may be adopted by the ESOP\n                    Committee;\n                \n                         (iii) to determine all questions arising\n                    under the Plan, to resolve all ambiguities, to\n                    correct defects, to supply omissions, including\n                    the power to determine the rights or eligibility\n                    of Employees or Participants and their\n                    Beneficiaries and their respective benefits;\n                    provided, however, that the ESOP Committee will\n                    not have jurisdiction or power to add to or\n                    subtract from the Plan or any amendments thereto;\n                \n                         (iv) to give such directions to the Trustee\n                    with respect to the Trust Fund as may be provided\n                    in this Plan or in the Trust Agreement;\n\n                         (v) to maintain and keep adequate books,\n                    records and other data as shall be necessary to\n                    administer the Plan, except those that are\n                    maintained by the Company or by the Trustee; \n\n                         (vi) to direct all payments of benefits to\n                    Participants and Beneficiaries, consistent with\n                    the terms of the Plan and the Trust Agreement;\n                \n                         (vii) to establish an investment policy and\n                    objective for the Plan, except that it is\n                    understood that the Plan is designed to invest\n                    exclusively in Company Stock;\n                \n                         (viii) to elect a Chairman and to appoint a\n                    Secretary, who need not be a member of the ESOP\n                    Committee, who shall keep minutes of the\n                    proceedings and have custody of all records and\n                    documents pertaining to administration of the\n                    Plan;\n                \n                         (ix) to be agent for the service of legal\n                    process on behalf of the Plan;\n                \n                         (x) to authorize one or more of its members\n                    to execute any documents on behalf of the ESOP\n                    Committee, in which event the ESOP Committee shall\n                    notify the Trustee in writing of such action. The\n                    certificate of the Secretary or any authorized\n                    member of the ESOP Committee that the ESOP\n                    Committee has taken or authorized any action shall\n                    be conclusive in favor of any person relying on\n                    such certificate;\n                \n                         (xi) to obtain an independent appraisal of\n                    the fair market value of the Company Stock held by\n                    the Trust from an independent appraiser who meets\n                    the requirements of Code section 170(a)(1); and\n                \n                         (xii) to perform any other acts, consistent\n                    with the Plan and Trust Agreement, necessary or\n                    appropriate to the administration of the Plan and\n                    the discharge of its duties.\n\n                    (b) Special Provisions.\n                \n                         (i) If the ESOP Committee unanimously agrees\n                    that a matter affects members of only one Employee\n                    Group, the matter shall be considered by an ESOP\n                    Committee consisting solely of members who were\n                    appointed on behalf of such Employee Group, which\n                    appointees must act by a majority vote, and the\n                    provisions of this Section 11.2 shall be construed\n                    accordingly. If the ESOP Committee is unable to\n                    agree unanimously that the matter affects only\n                    members of one such Employee Group, the\n                    jurisdictional determination, that is, whether the\n                    matter affects only members of one such Employee\n                    Group, shall be made by a neutral arbitrator\n                    selected in accordance with clause (iii) below. \n\n                         (ii) As set forth in Section 12.3, the ESOP\n                    Committee will have the exclusive power to hear\n                    and determine all appeals of claims denied under\n                    Section 12.2 of the Plan pursuant to the\n                    procedures hereinafter provided. With respect to\n                    such disputes, the ESOP Committee will function as\n                    a System Board of Adjustment as provided in Title\n                    II of the Railway Labor Act, as amended, and the\n                    following provisions will govern:\n\n                              (A) The jurisdiction of the ESOP\n                         Committee will be exclusive. Appeals may be\n                         submitted to the ESOP Committee either by a\n                         Participant or a Beneficiary.\n                \n                              (B) The ESOP Committee will establish\n                         rules of procedure for the conduct of appeals\n                         before it, which rules will not be\n                         inconsistent with the provisions of the Plan.\n                         Insofar as possible, such procedures will\n                         follow the procedure of the American\n                         Arbitration Association. The Chairman will\n                         promptly advise the Company, the IAM and ALPA\n                         of such rules of procedure. \n\n                              (C) All appeals properly referred to the\n                         ESOP Committee for consideration will be\n                         addressed to the Chairman in the form of a\n                         submission as prescribed by the rules of\n                         procedure. Six copies of each submission,\n                         including all papers and exhibits in\n                         connection therewith, will be forwarded to\n                         the Chairman, who will promptly transmit one\n                         copy thereof to each member of the ESOP\n                         Committee. The submission in each dispute\n                         will include the question to be decided by\n                         the ESOP Committee, the provisions of the\n                         Plan involved in the dispute, the position of\n                         the petitioner and all asserted facts\n                         supporting such position.\n                \n                              (D) The submission will state the names\n                         of the parties to whom the petitioner sent\n                         copies of the submission. A copy of the\n                         submission will be served by the petitioner\n                         upon ALPA, the IAM and the Company.\n                \n                              (E) The submission will state whether or\n                         not the petitioner requests both a hearing on\n                         the facts and oral argument, or only oral\n                         argument. The answer of each party may\n                         request a hearing on the facts and oral\n                         argument or only oral argument. If neither\n                         the submission nor any answer requests a\n                         hearing, the ESOP Committee may waive a\n                         hearing and dispose of the dispute on the\n                         basis of the submission and answers.\n                \n                              (F) When a hearing has been requested in\n                         a dispute, the ESOP Committee will fix a date\n                         for such hearing as soon as reasonably\n                         possible after receipt of the submission. The\n                         date for the hearing will not be more than 60\n                         days after receipt of the submission (unless\n                         circumstances require a longer period which\n                         can be no more than 60 days). If two or more\n                         members of the ESOP Committee consider the\n                         question involved in the dispute to be of\n                         sufficient urgency, the ESOP Committee may\n                         fix an earlier date, which will not be less\n                         than ten days after filing of the answer. If\n                         requested by the ESOP Committee or the\n                         Participant, a transcript of each proceeding\n                         will be made and retained in the files of the\n                         ESOP Committee. Such hearing will be heard at\n                         the Company's Executive Offices in Elk Grove\n                         Township, Illinois, unless the entire ESOP\n                         Committee, by a majority vote, otherwise\n                         determines.\n                \n                              (G) Appeals before the ESOP Committee\n                         shall be decided by a majority vote of the\n                         members of the ESOP Committee. However, a\n                         majority of the members of the ESOP Committee\n                         appointed on behalf of any Employee Group has\n                         the power to require that any submission\n                         (except for matters described in subsection\n                         (iv) below) be referred for decision to a\n                         neutral arbitrator. Furthermore, if the ESOP\n                         Committee deadlocks in the case of any vote,\n                         the matter shall be referred for decision to\n                         a neutral arbitrator. In any case in which a\n                         neutral arbitrator is to be appointed, the\n                         parties will, within 10 days after notice of\n                         the need to appoint a neutral arbitrator,\n                         agree upon a neutral arbitrator. If the\n                         parties fail to agree upon the selection of a\n                         mutually acceptable neutral arbitrator the\n                         parties will select an arbitrator by\n                         alternate striking from a panel of\n                         arbitrators supplied by the American\n                         Arbitration Association, preferably a panel\n                         with knowledge of employee stock ownership\n                         plans. When an neutral arbitrator is\n                         selected, the power to take further action\n                         with respect to the dispute shall rest with\n                         the neutral arbitrator until the final\n                         decision is made in the dispute. \n\n                              (H) When a neutral arbitrator is\n                         selected, any party to a dispute may make a\n                         written request to the neutral arbitrator for\n                         a further hearing or oral argument provided\n                         it is made within 15 days after such\n                         selection. The neutral arbitrator will decide\n                         such requests. If no further hearing or\n                         argument is held, the neutral arbitrator will\n                         consider and review the prior record in the\n                         dispute. The decision of the neutral\n                         arbitrator will be rendered within 30 days\n                         after the close of any further hearing or\n                         argument. The neutral arbitrator shall decide\n                         the matter based upon the record before him\n                         and the terms of the Plan and shall not give\n                         weight to any previous votes of the ESOP\n                         Committee concerning the matter.\n                \n                              (I) The decision of the ESOP Committee,\n                         or neutral arbitrator, if any, will be final\n                         and binding upon the Company, ALPA, the IAM,\n                         a Participant or Beneficiary and any other\n                         person claiming under the Plan.\n                \n                              (J) Subject to Section 11.12, the\n                         expenses and reasonable compensation of the\n                         neutral arbitrator selected as provided\n                         herein shall be borne by the Company.\n                \n                         (iii) Except as provided in Section\n                    11.2(b)(i), for all other purposes under the Plan,\n                    five members of the ESOP Committee will constitute\n                    a quorum, except that to constitute a quorum, one\n                    member appointed on behalf of each Employee Group\n                    must be present. All actions and decisions of the\n                    ESOP Committee under this Section 11 shall be by\n                    (A) the affirmative vote of a majority of the\n                    members present at the meeting at which the vote\n                    is being taken or (B) the unanimous written\n                    consent of all members then in office. However, a\n                    majority of the members of the ESOP Committee\n                    appointed on behalf of any Employee Group has the\n                    power to require that any action or decision\n                    (except as limited in clause (iv) below) be\n                    referred for decision to a neutral arbitrator.\n                    Furthermore, if the ESOP Committee deadlocks in\n                    the case of any vote, the matter shall be referred\n                    for decision to a neutral arbitrator. The\n                    procedures set forth in subsections 11.2(b)(ii)(G)\n                    through (J) shall apply. \n\n                         (iv) The ESOP Committee is the named\n                    fiduciary with respect to the management and\n                    disposition of assets held in the Trust Fund. The\n                    power of a majority of the members of the ESOP\n                    Committee appointed on behalf of any Employee\n                    Group to require that a matter be referred to a\n                    neutral arbitrator shall not apply to a matter if\n                    it concerns the exercise of authority respecting\n                    management or disposition of assets held in the\n                    Trust Fund. Notwithstanding the preceding\n                    sentence, the power of a majority of the members\n                    of the ESOP Committee appointed on behalf of any\n                    Employee Group to require that a matter be\n                    referred to a neutral arbitrator shall apply if\n                    (A) the matter does not involve a Control\n                    Transaction and (B) it is reasonably determined\n                    that the resolution of such matter might\n                    reasonably be expected to subject the Company to a\n                    material liability. Any dispute with respect to\n                    the application of this clause (iv) shall be\n                    resolved in accordance with the arbitration\n                    procedures described in Section\n                    11.2(b)(ii)(G)-(J). \n           \n               11.3 Delegation by ESOP Committee. The ESOP Committee\n          may establish procedures for allocation of fiduciary\n          responsibilities among its members and delegation of\n          fiduciary responsibilities to persons other than named\n          fiduciaries; provided, however, that the delegation of the\n          power to manage or control the assets of the Trust Fund may\n          only be delegated to an \"investment manager\" (as defined in\n          ERISA section 3(38)). In exercising its authority to control\n          and manage the operation and administration of the Plan, the\n          ESOP Committee may employ agents and counsel (who may also\n          be employed by or represent any Employer) and to delegate to\n          them such powers as the ESOP Committee deems desirable. Any\n          such delegation or appointment shall be in writing and shall\n          reflect the unanimous action of the ESOP Committee members\n          then acting. The writing contemplated by the foregoing\n          sentence shall fully describe the advice to be rendered or\n          the functions and duties to be performed by the delegate.\n\n               11.4 Information To Be Furnished to ESOP Committee. The\n          Employers shall furnish the ESOP Committee such data and\n          information as may be reasonably required to administer this\n          Plan; provided, however, that the preceding phrase shall not\n          in any case restrict the ability of ESOP Committee members\n          to see individual Account data with respect to the\n          Participants in the Employee Groups they represent and,\n          provided, further, that individualized information shall be\n          treated in a confidential manner. The ESOP Committee shall\n          be entitled to rely on any information furnished by the\n          Employers that is needed for calculation of benefits due\n          under the Plan, or any matters relating to administration of\n          the Plan. A Participant or Beneficiary entitled to benefits\n          under the Plan must furnish to the ESOP Committee such\n          evidence, data or information as the ESOP Committee\n          considers desirable to carry out its obligations under the\n          Plan. Any benefits under the Plan may be conditional upon\n          the prompt submission of such information. \n\n               11.5 ESOP Committee's Decision Final. Except as\n          otherwise provided herein, to the extent permitted by law,\n          any interpretation of the Plan and any decision on any\n          matter within the discretion of the ESOP Committee made by\n          the ESOP Committee in good faith is binding on all persons.\n          Except as provided in ERISA section 405, a dissenting member\n          is not responsible for any action or failure to act if\n          within a reasonable time he registers his dissent with the\n          other members, the Company and the Trustee.\n\n               11.6 Remuneration and Expenses. No remuneration shall\n          be paid to any ESOP Committee member who is an Employee of\n          the Company or an Affiliate for services performed\n          hereunder. However, subject to Section 11.12, the reasonable\n          expenses of an ESOP Committee member incurred in the\n          performance of an ESOP Committee function shall be\n          reimbursed by the Employers. For purposes of the preceding\n          sentence, flight pay loss and pay loss for each IAM member\n          shall be treated as an expense.\n\n               11.7 Indemnification of the ESOP Committee. To the\n          extent permitted by applicable law, the ESOP Committee and\n          its members and any employee, director, or officer of the\n          Company or its Affiliates, shall be indemnified by the\n          Company against any and all liabilities, settlements,\n          judgments, losses, costs, and expenses (including reasonable\n          legal fees and expenses) of whatever kind and nature which\n          may be imposed on, incurred by or asserted against them by\n          reason of the performance or nonperformance of their duties\n          in connection with the Plan if such action or inaction did\n          not constitute gross negligence or willful misconduct.\n          Furthermore, the Company agrees to indemnify any such\n          persons against any liability imposed as a result of a claim\n          asserted by any person or persons under federal or state law\n          where such persons act in good faith or in reliance on a\n          written direction or certification of the Company. The\n          foregoing right of indemnification shall be in addition to\n          other rights such persons may have by law or by reason of\n          insurance coverage of any kind. The Company may, at its own\n          expense, settle any claim asserted or proceeding brought\n          against any such persons when such settlement appears to be\n          in the best interests of the Company. If the Company obtains\n          fiduciary liability insurance to protect the ESOP Committee\n          or any of its members, the provisions of this Section 11.7\n          shall be applicable only to the extent that such insurance\n          coverage is insufficient. The Company shall secure fidelity\n          bonding for the fiduciaries of the Plan, as required by\n          ERISA section 412 and shall secure insurance for ESOP\n          Committee members coextensive with any ERISA insurance\n          coverage provided to any member of the Board of Directors\n          or, if more favorable, to any Employee. \n           \n               11.8 Resignation or Removal of ESOP Committee Member.\n          An ESOP Committee member may resign at any time by\n          delivering his written resignation to the Company. Each of\n          the Company, ALPA and the IAM may remove its ESOP Committee\n          members for any reason. In addition, the Company, at its\n          discretion, may remove any ESOP Committee member for cause\n          upon delivery of written notice to him. Except as provided\n          in the preceding sentence, such resignation or removal, as\n          the case may be, shall become effective only upon the\n          appointment of a qualifying successor member being duly\n          appointed in accordance with Section 11.9. For purposes\n          hereof, \"cause\" shall be construed to mean an action\n          permitting a member of the Board of Directors to be for\n          cause.\n\n               11.9 Appointment of Successor ESOP Committee Members.\n          ALPA, the IAM or the Company, as the case may be, shall, in\n          accordance with the composition of the ESOP Committee\n          described in Section 11.2, promptly fill any vacancy in the\n          membership of the ESOP Committee and shall give prompt\n          written notice thereof to the other ESOP Committee members,\n          the Company and the Trustee. \n           \n               11.10  Interested ESOP Committee Member. A member\n          may not decide or determine any matter or question\n          concerning his own benefits under the Plan or as to how they\n          are to be paid to him unless either such decision could be\n          made by him under the Plan if he were not a member of the\n          ESOP Committee, or such decision applies to all affected\n          Participants similarly. If a member is disqualified to act,\n          and the remaining members of the ESOP Committee cannot agree\n          on a decision, ALPA, the IAM or the Company, as the case may\n          be, may appoint a temporary member to exercise the powers of\n          the interested member concerning the matter as to which he\n          is disqualified.\n\n               11.11  Compliance with Laws. Notwithstanding\n          anything in the Plan or the Trust Agreement to the contrary,\n          every individual who is a fiduciary with respect to the Plan\n          shall exercise his responsibilities with respect to the Plan\n          in a manner consistent with ERISA and other applicable laws.\n           \n               11.12  Expenses of the Plan and Trust. All\n          reasonable expenses of administering the Plan and Trust\n          shall be charged to and paid by the Employers; provided,\n          however, that, in the case of a dispute between the Company\n          and the Committee, the reasonableness of any expense shall\n          be determined without regard to Sections 11.5 and\n          11.2(b)(ii)(I), and, provided, further, that in the event of\n          any disagreement with respect to the reasonableness of an\n          expense, neither a determination of the ESOP Committee that\n          an expense is reasonable nor a determination by the Company\n          that an expense is unreasonable shall be accorded any\n          presumption of correctness. Unless the Company and ESOP\n          Committee otherwise agree, such disagreement shall be\n          resolved through the judicial process and the Company shall\n          pay the reasonable expenses of litigation (and with regard\n          to these expenses, the ESOP Committee's determination of\n          reasonableness shall be conclusive). The reasonableness of\n          any expense with respect to the Plan or Trust shall be\n          determined by taking into account, inter alia, (a) the\n          appropriateness and magnitude of the expense, (b)\n          comparative reference to the types and amounts of expenses\n          incurred by other very large employee stock ownership plans\n          that own a significant portion of the employer's outstanding\n          stock, (c) the complexity and size of this Plan and (d) the\n          special purposes for which this Plan was established.\n          Payment of expenses shall not be deemed to be Employer\n          Contributions.\n\n          SECTION 12\n\n          CLAIMS PROCEDURE\n\n               12.1 Written Claim. The Company, which may delegate its\n          authority, shall be the fiduciary for the initial decision\n          on claims for benefits under the Plan. A Participant (or\n          Beneficiary) may present a claim to the Company for any\n          unpaid benefits. The Company shall establish procedures for\n          action upon claims initially made and the communication of a\n          decision to the claimant promptly and, in any event, not\n          later than 90 days after the claim is received, unless\n          special circumstances require an extension of time for\n          processing the claim. If an extension is required, notice of\n          the extension shall be furnished the claimant prior to the\n          end of the initial 90-day period, which notice shall\n          indicate the reasons for the extension and the expected\n          decision date. The extension shall not exceed 90 days. The\n          claim may be deemed by the claimant to have been denied for\n          purposes of further review described below in the event a\n          decision is not furnished to the claimant within the period\n          described in the three preceding sentences. If the claim for\n          benefits is wholly or partially denied, the Company shall\n          notify the Participant (or Beneficiary) in writing of such\n          denial of benefits within 90 days after the Company\n          initially received the benefit claim. Such 90-day period may\n          be extended for an additional 90 days if the Company\n          provides written notice of the extension to the claimant\n          prior to the termination of such 90-day period and the\n          extension is based on special circumstances.\n\n               12.2 Notice of Denial. A notice of a denial of benefits\n          shall advise the Participant (or Beneficiary) of:\n\n                    (a) the specific reason or reasons for the denial;\n\n                    (b) the specific provisions of the Plan on which\n               the denial is based; \n\n                    (c) any additional material or information\n               necessary for the Participant (or Beneficiary) to\n               perfect his claim and an explanation of why such\n               material or information is necessary; and\n\n                    (d) the steps which the Participant (or\n               Beneficiary) must take to have his claim for\n               benefits reviewed.\n\n               12.3 Review Procedure. Each Participant (or\n          Beneficiary) whose claim for benefits has been denied shall\n          have the opportunity to file a written request pursuant to\n          Section 11.2(b)(ii) for a full and fair review of his claim\n          by the ESOP Committee, to review all documents pertinent to\n          his claim, and to submit a written statement regarding\n          issues relative to his claim. Such written request for\n          review of his claim must be filed pursuant to the procedure\n          set forth in Section 11.2(b)(ii) by the Participant (or\n          Beneficiary) within 60 days after receipt of written\n          notification of the denial of his claim. \n           \n               12.4 Notices. All notices denying a claim for benefits,\n          and all decisions on requests for a review of the denial of\n          a claim for benefits, shall be written in a manner\n          calculated to be understood by the Participant (or\n          Beneficiary) filing the claim or requesting the review.\n\n          SECTION 13\n\n          AMENDMENT AND TERMINATION\n\n               13.1 Amendment.\n\n                    (a) While the Company expects and intends to\n               continue the Plan, the Company must necessarily\n               reserve, and does hereby reserve, the right to amend\n               the Plan, at any time; provided, however, that, subject\n               to Sections 13.1(b), (c), and (d) hereof and Section\n               1.6(g) of the Recapitalization Agreement (relating to\n               skipped dividends), no amendment may be adopted without\n               the approval of both ALPA and the IAM.\n\n                    (b) With respect to selected \"intra-group\n               matters,\" however, the Company may amend the Plan with\n               respect to the Salaried and Management Group and shall\n               amend the Plan as reasonably requested by ALPA and the\n               IAM for their respective Employee Groups. An amendment\n               relates to an \"intra- group matter\" only if it relates\n               to eligibility, or allocation and does not relate to\n               any other matter, including, without limitation,\n               withdrawal, loan, voting, vesting or fiduciary\n               provisions; provided, however, that no amendment may be\n               made which shall disqualify the Plan or extend\n               allocations hereunder beyond the year 2000 or affect\n               the pace of allocations of Company Stock in a manner\n               that would adversely affect the Plan's projected\n               ability to meet the requirements of Code Section\n               415(c)(6) (which last requirement may be waived by\n               ALPA). Notwithstanding the preceding sentence, with\n               respect to an intra-group matter, the Company need not\n               and cannot (without the required consent) adopt any\n               amendment if it would entail an additional annual\n               expense in excess of approximately $25,000 or if the\n               Company reasonably believes the Company will be exposed\n               to a material liability if the amendment is adopted\n               and, provided, further, that disputes under this\n               subsection (b) shall be resolved by the arbitration\n               procedures of Section 11.2(b)(ii). Finally, the Company\n               may not adopt with respect to Management and Salaried\n               Employees and neither ALPA nor the IAM may require the\n               Company to adopt more than three amendments under this\n               Section 13.1(b) and, in the case of the ALPA Employee\n               Group and the Management and Salaried Employee Group,\n               no amendment may require that allocations be based on\n               factors other then Compensation, Account balances,\n               dividends, and dividend credits. \n\n                    (c) ALPA and the IAM shall be accorded an adequate\n               opportunity to review any submission referred to in the\n               first sentence of Section 7(a) of the Preferred Stock\n               Purchase Agreement, and they shall have the right to\n               participate in the consideration of any amendment\n               required by the second sentence of Section 7(a) of the\n               Preferred Stock Purchase Agreement. If an amendment to\n               the Plan or Trust is required to result in the issuance\n               of a determination letter described in such Section\n               7(a), and if there is more than one form of amendment\n               that would result in such issuance, the Company, ALPA,\n               and the IAM shall agree on the form of such amendment;\n               provided, that if the three persons cannot timely\n               agree, an arbitrator shall be immediately selected\n               pursuant to the procedures set forth in Section\n               11.2(b)(ii). Such arbitrator shall select the amendment\n               that would result in such issuance and that best\n               carries out the purposes of this Plan at a reasonable\n               expense.\n\n                    (d) Finally, the approval of ALPA and the IAM\n               shall not be required with respect to an amendment if\n               such amendment (w) is in connection with an extension\n               of an Acquisition Loan in accordance with its terms,\n               (x) extends the allocation period applicable to the\n               Salaried and Management Group, (y) will not cause any\n               extension in the allocation period applicable to the\n               ALPA Employee Group or the IAM Employee Group, and (z)\n               the failure to adopt the amendment would make it\n               impossible to successfully complete the steps described\n               in Section 5.4(a)(i) through (vii) without changing the\n               percentages set forth in Section 5.4(a)(i)(A). The\n               Company agrees that its authority to extend an\n               Acquisition Loan shall be conditioned on enactment of\n               an amendment accomplishing the goals of the prior\n               sentence. ALPA and the IAM shall have the unilateral\n               power to require the Company to extend an Acquisition\n               Loan and adopt an amendment identical to that described\n               in the preceding two sentences, so long as the\n               protections described in the preceding two sentences\n               are accorded to the Employee Groups for which the\n               amendment is not required.\n\n                    (e) An amendment under Subsection (b) or (d) shall\n               not be effective unless advance notice of at least 10\n               days before adoption is given to ALPA, the IAM, and the\n               Board of Directors. Such advance notice may be waived\n               by the party to whom notice is otherwise due.\n\n               13.2 Termination. Subject to the approval of ALPA and\n          the IAM, the Plan will terminate as to all of the Employers\n          on any date specified by the Company. \n           \n               13.3 Merger and Consolidation of Plan; Transfer of Plan\n          Assets. No merger or consolidation with, or transfer of\n          assets to, any other plan may be effected without the\n          consent of ALPA and the IAM. In the case of any merger or\n          consolidation with, or transfer of assets and liabilities\n          to, any other plan, provisions shall be made so that each\n          Participant in the Plan on the date thereof, if the Plan was\n          then terminated, would receive a benefit immediately after\n          the merger, consolidation or transfer that is equal to or\n          greater than the benefit he would have been entitled to\n          receive immediately prior to the merger, consolidation or\n          transfer, if the Plan had then terminated. Notwithstanding\n          the preceding language, in the event of a merger, if the\n          surviving corporation of the merger agrees to continue the\n          Plan, no termination or partial termination will be deemed\n          to have occurred. This Section 13.3 does not apply to\n          transfers or rollovers described in Sections 7.1 and 7.5.\n\n               13.4 Distribution on Termination. If, on termination of\n          the Plan, a Participant remains an Employee of his Employer\n          or any of its Affiliates, the amount of the Participant's\n          benefits may be retained in the Trust until after the\n          Participant's termination of employment with his Employer\n          and any of its Affiliates and shall be paid to such\n          Participant or, in the event of the Participant's death, to\n          his Beneficiary, in a lump sum. The benefits payable to a\n          Participant whose employment with his Employer or any of its\n          Affiliates is terminated coincident with the termination of\n          the Plan shall be paid to the Participant or, in the event\n          of the Participant's death, to his Beneficiary, in a lump\n          sum. All appropriate accounting provisions of the Plan will\n          continue to apply until the benefits of all affected persons\n          have been distributed to them. Affected Participants will be\n          notified of an amendment, termination or partial termination\n          of the Plan, as required by law.\n\n          SECTION 14\n\n          TOP-HEAVY PROVISIONS\n\n               14.1 Top-Heavy Provisions. If, as of the last day of\n          the first Plan Year, or thereafter, if as of the day next\n          preceding the beginning of any Plan Year (the \"Determination\n          Date\"), the Plan is a \"top-heavy plan\" (determined in\n          accordance with the provisions of Code section 416(g)); that\n          is, the aggregate present value of the accrued benefits and\n          account balances of all \"Key Employees\" (within the meaning\n          of Code section 416(i) and for this purpose using the\n          definition of Compensation, as modified under Section\n          5.5(b)) and their Beneficiaries exceeds 60% of the aggregate\n          present value of the accrued benefits and account balances\n          of all Participants and Beneficiaries, the amendments\n          specified in this Section 14 will automatically become\n          effective as of the first day of the Plan Year. For purposes\n          of the above sentence, the aggregate present value of the\n          accrued benefits and account balances of a Participant who\n          has not performed any services for the Company or any of its\n          Affiliates during the five year period ending on the\n          Determination Date shall not be taken into account. This\n          calculation shall be made in accordance with Code section\n          416(g), taking into consideration plans which are considered\n          part of the Aggregation Group. The term \"Aggregation Group\"\n          shall include each plan of the Company or any of its\n          Affiliates that includes a Key Employee and each plan of the\n          Company or any of its Affiliates that allows the Plan to\n          meet the requirements of Code section 401(a)(4) or Code\n          section 410 and may include any other plan of the Company or\n          any of its Affiliates, if the Aggregation Group would\n          continue to meet the requirements of Code sections 401(a)(4)\n          and 410.\n\n               14.2 Amendments.\n\n                    (a) Minimum Accruals. Section 3 will be modified\n               to provide that the aggregate amount of Employer\n               Contributions allocated in each Plan Year to the\n               Accounts of each Participant who is a Non-Key Employee\n               (within the meaning of Code section 416(i)(1)), and who\n               is employed by an Employer as of the last day of the\n               Plan Year, may not be less than the lesser of: \n\n                          (i) three percent of his Compensation for\n                    the Plan Year; and\n                \n                         (ii) a percentage of his Compensation equal\n                    to the largest percentage obtained by dividing the\n                    sum of the amount credited to the Accounts of any\n                    Key Employee by that key Employee's Compensation;\n                    and\n\n                    (b) Code section 415(e). Section 5.5 will be\n               amended to provide that the dollar limitations in the\n               denominators of the \"defined benefit plan fraction\" and\n               \"defined contribution plan fraction\" (as such terms are\n               defined in Code section 415(e)) will be multiplied by\n               1.0 instead of 1.25. However, the above sentence shall\n               not apply if \"four percent\" is substituted for \"three\n               percent\" in paragraph (a) above. \n           \n               The preceding provisions will remain in effect for the\n               period in which the Plan is top-heavy. If, for any\n               particular year thereafter, the Plan is no longer\n               top-heavy, the provisions contained in this Section 14\n               shall cease to apply, except that any previously vested\n               portion of any Account balance shall remain\n               nonforfeitable.\n\n               14.3 Super Top-Heavy Provisions. If, as of a\n          Determination Date, the aggregate present value of the\n          accrued benefits and Account balances of all \"Key Employees\"\n          (within the meaning of Code section 416(i)) and their\n          Beneficiaries exceeds 90% of the aggregate present value of\n          the accrued benefits and Account balances of all\n          Participants and Beneficiaries, paragraph (a) of Section\n          14.2 will automatically become effective as of the first day\n          of such Plan Year, except that Section 14.2(b) will be\n          modified to provide that the dollar limitations in the\n          denominators of the defined benefit plan fraction and\n          defined contribution plan fraction in Section 5.5 shall be\n          multiplied by 1.0 instead of 1.25, whether or not the\n          minimum benefit is increased under Section 14.2(a). \n           \n               14.4 Special Rule. The provisions of this Section 14\n          shall not apply to Employees included in a unit of Employees\n          covered by a collective bargaining agreement to the extent\n          provided by Code section 416(i)(4). \n                \n          SECTION 15\n\n          MISCELLANEOUS\n\n               15.1 Qualification. The Plan is designed and intended\n          to comply with the requirements of Code section 401(a) so\n          that contributions and the income on assets in Participants'\n          Accounts will be exempt from Federal income tax until\n          distributed. Accordingly, the adoption of the Plan and the\n          implementing Trust and contributions hereunder are\n          contingent upon and subject to obtaining a written\n          determination of the Internal Revenue Service that the Plan\n          complies with the requirements of Code section 401(a) and\n          that the Trust is exempt from taxation under Code section\n          501(a).\n\n               15.2 Reversions to Employer. All contributions\n          hereunder are expressly conditioned on their deductibility\n          under Code section 404 and the initial qualification of the\n          Plan. Notwithstanding anything to the contrary contained in\n          the Plan, or in any amendment hereto, if (a) any\n          contribution has been made by an Employer by a mistake of\n          fact, or (b) the initial qualification of the Plan under\n          Code section 401(a) has been denied, or (c) any deduction\n          for a contribution has been disallowed, the Trustee shall\n          return the entire Trust assets if clause (a) applies or such\n          contribution (or the value thereof if lower than the amount\n          of such contribution) to the Company, but in no event shall\n          any such return be made after the expiration of one year\n          following (i) the payment thereof in the case of clause (a)\n          above, (ii) the denial of qualification in case of clause\n          (b) above, or (iii) the disallowance of the deduction in the\n          case of clause (c) above; provided, however, that prior to\n          any such return, Appropriate Arrangements shall be made with\n          ALPA and the IAM to protect the substantive rights of each\n          Employee Group under the Plan.\n\n               15.3 Governing Law. The Plan shall be construed and\n          administered according to the laws of the State of Illinois\n          to the extent that such laws are not preempted by the laws\n          of the United States of America.\n\n               15.4 Notices. Any notice, communication or document\n          required hereunder to be given to, or filed with, the ESOP\n          Committee, any union, the Company or any other person shall\n          be properly given or filed if it is in writing and delivered\n          in person or by mail (including federal express, telex and\n          facsimile transmission) addressed,\n\n                If to ALPA, to:\n\n                    UAL-MEC\/ALPA\n                    6400 Shafer Court\n                    Suite 700\n                    Rosemont, IL 60018\n                    Telephone: (708) 292-1700\n                    Telecopy: (708) 292-1760\n\n                     Attention: Captain Roger D. Hall\n           \n\n\n               If to IAM, to:\n                    International Association of Machinists\n                    and Aerospace Workers\n                    9000 Machinists Place\n                    Upper Marlboro, MD 20772-2687\n                    Telephone: (301) 967-4500\n                    Telecopy: (301) 967-4591 \n\n                    Attention: William L. Scheri \n                \n                    IAM District Lodge 141\n                    321 Allerton Avenue\n                    South San Francisco, CA 94080\n                    Telephone: (415) 873-0662\n                    Telecopy: (415) 873-1676\n\n                    Attention: Kenneth W. Thiede \n\n           If to the Company, to:\n                     UAL Corporation\n                    1200 E. Algonquin Road\n                    Elk Grove Township, IL 60007\n                    Telephone: (708) 956-2400\n                    Telecopy: (708) 952-4683\n                \n                    Attention:     Chief Executive Officer and\n                           Chief Legal Officer\n\n\n               If to any member of the ESOP Committee, to such member\n               at his or her home address, with a copy to his or her\n               respective Union at the address set forth above.\n\n               If to any other person, to:\n\n                    such address or telecopy number as such person may\n                    hereafter specify for such purpose.\n\n          or such other address or telecopy number as any of the above\n          may hereafter specify for such purpose by notice in\n          accordance with the foregoing. Each such notice, request or\n          other communication shall be effective (i) if given by\n          facsimile, when received by the addressee using the\n          facsimile number specified in this Section, as evidenced by\n          an automated confirmation receipt from the sending facsimile\n          machine or (ii) if given by any other means, when delivered\n          at the address specified in this Section.\n\n               15.5 Evidence. Evidence required of anyone under the\n          Plan may be by certificate, affidavit, document or other\n          information which the person acting on it considers\n          pertinent and reliable, and signed, made or presented by the\n          proper party or parties.\n\n               15.6 Action by Employer. Any action required or\n          permitted to be taken by an Employer under the Plan\n          (including any power of the Company to amend or to terminate\n          the Plan as provided herein) shall be by resolution of its\n          board of directors or by a person or persons authorized by\n          its board of directors. \n           \n               15.7 Execution. To record the adoption of this Plan,\n          the undersigned duly authorized officers of the Company have\n          caused this document to be executed and to bear the\n          corporate seal of the Company, all as of the Effective Date.\n\n               15.8 Adjustments. This Plan contains various references\n          to Class 1 and\/or Class 2 Non-Voting Preferred Stock. If and\n          to the extent appropriate, an appropriate revision shall be\n          made to such references if the outstanding number of shares\n          of Class 1 and\/or Class 2 Non-Voting Preferred Stock is\n          changed into, or exchanged for, a different number or kind\n          of shares or securities of the Company through a\n          reorganization or merger, or through a combination,\n          recapitalization, reclassification, stock consolidation or\n          otherwise. \n\n                                         UAL CORPORATION\n\n                                         By: \/s\/ Joseph R. O'Gorman\n                                             _______________________\n\n                                      Title: Executive Vice President\n           \n          Dated: July 12, 1994\n\n\n<type>EX-10\n<sequence>3\n<description>EXHIBIT 10.2\n\n                                                       EXHIBIT 10.2\n\n                              UAL CORPORATION\n\n                       EMPLOYEE STOCK OWNERSHIP PLAN\n\n                              TRUST AGREEMENT\n\n                                  Between\n\n                              UAL CORPORATION \n\n                                    and\n\n                    STATE STREET BANK AND TRUST COMPANY\n\n                                                       July 12, 1994\n\n\n                             TABLE OF CONTENTS\n\n                    RECITALS . . . . . . . . . . . . . . . . . .    \n\n     ARTICLE I      DEFINITIONS  . . . . . . . . . . . . . . . .    \n\n     ARTICLE II     ESTABLISHMENT OF THE TRUST . . . . . . . . .    \n\n     ARTICLE III    POWERS OF TRUSTEE  . . . . . . . . . . . . .    \n\n     ARTICLE IV     ADMINISTRATION . . . . . . . . . . . . . . .    \n\n     ARTICLE V      PAYMENTS OF BENEFITS AND EXPENSES  . . . . .    \n\n     ARTICLE VI     LIABILITY AND INDEMNIFICATION\n                      OF THE TRUSTEE . . . . . . . . . . . . . .    \n\n     ARTICLE VII    ACCOUNTING OF THE TRUSTEE  . . . . . . . . .    \n\n     ARTICLE VIII   REMOVAL AND RESIGNATION OF THE\n                      TRUSTEE  . . . . . . . . . . . . . . . . .    \n\n     ARTICLE IX     AMENDMENT AND TERMINATION  . . . . . . . . .    \n\n     ARTICLE X      LEVERAGED ACQUISITIONS OF QUALIFYING\n                      STOCK  . . . . . . . . . . . . . . . . . .    \n\n     ARTICLE XI     MISCELLANEOUS  . . . . . . . . . . . . . . .    \n\n\n\n                              UAL CORPORATION\n\n                       EMPLOYEE STOCK OWNERSHIP PLAN\n\n                              TRUST AGREEMENT\n\n               THIS AGREEMENT has been made as of the 12th day of\n     July, 1994, between UAL CORPORATION, a corporation organized\n     under the laws of the State of Delaware with its principal place\n     of business in Elk Grove Township, Illinois (hereinafter referred\n     to as the \"Company\"), and STATE STREET BANK AND TRUST COMPANY, a\n     Massachusetts trust company with its principal place of business\n     at 225 Franklin Street, Boston, Massachusetts (hereinafter\n     referred to as the \"Trustee\").\n\n                                  RECITALS\n\n               WHEREAS, the Company has adopted the UAL Corporation\n     Employee Stock Ownership Plan (the \"Plan\") for the benefit of\n     certain employees of the Company and its Affiliates; and\n\n               WHEREAS, the Plan consists of two portions, a\n     \"leveraged\" portion (Part A) that is intended to be an employee\n     stock ownership plan and an \"unleveraged\" portion (Part B); and\n\n               WHEREAS, Part A consists of both a stock bonus plan\n     component and a money purchase pension plan component and Part B\n     consists solely of a stock bonus component; and\n\n               WHEREAS, the Plan provides for the establishment of a\n     trust (the \"Trust\") to hold, invest and administer amounts\n     contributed under both Part A and Part B of the Plan; and\n\n               WHEREAS, in order to effectuate the Plan, the Company\n     desires to establish a Trust, designed to meet the applicable\n     requirements of the Internal Revenue Code of 1986, as amended\n     (the \"Code\"), and the Employee Retirement Income Security Act of\n     1974, as amended (\"ERISA\"); and\n\n               WHEREAS, Part A and Part B are intended to qualify\n     under Section 401(a) of the Code and Part A is intended to\n     qualify under Section 4975(e)(7) of the Code and to meet the\n     requirements of Section 4975(d)(3) of the Code, and the Trust is\n     intended to be exempt from federal income taxation under Section\n     501(a) of the Code; and\n\n               WHEREAS, the authority to manage and control the\n     operation and administration of the Plan is vested in the UAL\n     Employee Stock Ownership Plan ESOP Committee, as named fiduciary\n     as provided in the Plan, which named fiduciary shall have such\n     authorities and shall be subject to such duties with respect to\n     the Trust as are specified in this Agreement and the Plan; and\n\n               WHEREAS, cash, property and\/or Company Stock (as\n     hereinafter defined) will from time to time be contributed to or\n     purchased by the Trustee, which assets, as and when received by\n     the Trustee, will constitute a trust fund to be held for the\n     exclusive benefit of the participating employees under the Plan\n     or their beneficiaries and to defray reasonable expenses of\n     administering the Plan; and\n\n               WHEREAS, the Company desires the Trustee to hold and\n     administer such trust fund and the Trustee is willing to hold and\n     administer such trust fund pursuant to the terms of this\n     Agreement:\n\n               NOW, THEREFORE, in consideration of the premises and of\n     the mutual covenants herein contained, and intending to be\n     legally bound hereby, the Company and the Trustee do hereby\n     covenant and agree as follows:\n\n                                 ARTICLE I\n\n                                DEFINITIONS\n\n               Definitions.  All defined terms used herein have the\n     meaning assigned to them in the Plan, except as otherwise\n     provided herein, and unless the context otherwise requires or\n     unless specifically provided, all provisions of this Agreement\n     shall apply to both Part A and Part B.  The following terms as\n     used in this Agreement have the meaning indicated unless the\n     context requires otherwise:\n\n               1.1  \"Affiliate\" means any corporation, trade or\n     business, which, at the time of reference, is together with the\n     Company, a member of a controlled group of corporations, a group\n     of trades or businesses (whether or not incorporated) under\n     common control or an affiliated service group, as described in\n     Code sections 415(b), 414(c) and 414(m), respectively, or any\n     other organization treated as a single employer under Code\n     section 414(o); provided, however, that, where the context so\n     requires, the term \"Affiliate\" shall be construed to give full\n     effect to the provisions of Code sections 409(l)(4) and 415(h).\n\n               1.2  \"Acquisition Loan\" means a loan (or other\n     extension of credit, including an installment obligation to a\n     party in interest (as defined in ERISA Section 3(14)) incurred by\n     the Trustee in connection with the purchase of Qualifying\n     Employer Securities.\n\n               1.3  \"Beneficiary\" means the person or persons to whom\n     a deceased Participant's benefits are payable under the Plan. \n\n               1.4  \"Board of Directors\" means the Board of Directors\n     of the Company.\n\n               1.5  \"Company\" means UAL Corporation and any successor\n     thereto.\n\n               1.6  \"Company Stock\" means any stock issued by the\n     Company (or a corporation which is a member of the same\n     controlled group) which meet the requirements of Section 407 of\n     ERISA or Section 409(l) of the Code.\n\n               1.7  \"Employee Group\" means \"Employee Group\" as defined\n     in the Plan.\n\n               1.8  \"ERISA\" means the Employee Retirement Income\n     Security Act of 1974, as amended, and all successor laws thereto.\n\n               1.9  \"ESOP Committee\" means the committee appointed to\n     administer the Plan pursuant to Section 11 thereof.\n\n               1.10 \"Fund\" means the contributions of cash or property\n     reasonably acceptable to the Trustee, including, but not limited\n     to, Company Stock deposited with or purchased by the Trustee and\n     held under this Trust by the Trustee, any property into which the\n     same or any part thereof may from time to time be converted, and\n     any appreciation therein or income thereon less any depreciation\n     therein, any losses thereon and any distributions or payments\n     therefrom.\n\n               1.11 \"Participant\" means an employee of the Company or\n     any Affiliate or any other person who has an account balance\n     under the Plan.\n\n               1.12 \"Prohibited Transaction\" means a prohibited\n     transaction under Sections 406 of ERISA and\/or Section 4975(c)(1)\n     of the Code which is not exempt under Section 408 of ERISA or\n     Sections 4975(c)(2) or 4975(d) of the Code, as the case may be.\n\n               1.13 \"Qualifying Employer Securities\" means shares of\n     stock, common or preferred, issued by the Company (or a\n     corporation which is a member of the same controlled group) which\n     meets the requirements of Section 409(l) of the Code.\n\n                                 ARTICLE II\n\n                         ESTABLISHMENT OF THE TRUST\n\n               2.1  The Company hereby establishes with the Trustee a\n     trust for the purpose of holding and administering the Fund in\n     accordance with this Agreement.\n\n               2.2  Notwithstanding anything to the contrary in this\n     Agreement, or in any amendment thereto, except as otherwise\n     provided under ERISA, the Company, the ESOP Committee and the\n     Trustee shall discharge their respective duties with respect to\n     the Fund for, and the Fund shall be used solely for and not\n     diverted from, the exclusive purposes of providing benefits for\n     Participants and their Beneficiaries and defraying reasonable\n     expenses of administering the Plan.  Notwithstanding the\n     preceding sentence, however, contributions shall be returned by\n     the Trustee to the Company at the direction of the ESOP Committee\n     if (i) the ESOP Committee certifies in writing to the Trustee\n     that one or more of the circumstances listed below exist and (ii)\n     prior to any such return of contributions, appropriate\n     arrangements shall have been made to protect the substantive\n     rights of each Employee Group under the Plan:\n\n               2.2.1  if a contribution is made by the Company by\n          reason of a mistake of fact, the contribution or the then\n          current value thereof, if less, shall be returned to the\n          Company without interest within one year after it was paid\n          to the Trustee;\n\n               2.2.2.  if the deduction of a contribution is\n          disallowed by the Internal Revenue Service, the\n          contribution, or the then current value thereof, if less, to\n          the extent the deduction is disallowed shall be returned to\n          the Company without interest within one year after the\n          disallowance; and\n\n               2.2.3.  if the initial qualification of the Plan under\n          Sections 401, 409 and 4975(e)(7) of the Code is denied, the\n          entire Fund or the then current value thereof, if less,\n          shall be returned to the Company without interest within one\n          year after such qualification has been denied.\n\n               2.3  The Trustee shall receive any contributions paid\n     to it in cash, in Company Stock or in other property acceptable\n     to it. All contributions so received, together with the income\n     therefrom and any other increment thereon, shall be held, managed\n     and administered by the Trustee pursuant to the terms of this\n     Agreement without distinction between principal and income and\n     without liability for the payment of interest thereon.  The\n     Trustee shall not be responsible for the collection of any\n     contributions to the Plan, or for the determination of the amount\n     or frequency of any contribution required by the Plan or the\n     provisions of the Code or ERISA, which responsibilities shall be\n     borne solely by the ESOP Committee.\n\n                                ARTICLE III\n\n                             POWERS OF TRUSTEE\n\n               3.1  The Trustee shall maintain books of account and\n     records with respect to the Fund.  The Fund shall be held by the\n     Trustee in trust and dealt with in accordance with the provisions\n     of this Agreement.  The Trustee shall take all action necessary\n     to implement any written directions received from the ESOP\n     Committee and shall conform to procedures established by the ESOP\n     Committee for disbursement of funds in accordance with the terms\n     of the Plan.\n\n               3.2  It shall be the duty of the Trustee (a) to hold,\n     invest and reinvest the Fund in accordance with the provisions of\n     this Agreement, and (b) to pay moneys therefrom in accordance\n     with the written directions of the ESOP Committee.\n\n               3.3  Subject to Paragraphs 3.6, 3.7 and 3.8, at the\n     direction of the ESOP Committee, the Trustee shall invest the\n     assets of the Fund exclusively in Company Stock (except for\n     di minimis investments in cash or cash equivalents pending\n     investment in Company Stock or pending distributions to\n     Participants); provided, however, that the portion of the Fund\n     attributable to Part A of the Plan is intended to be invested\n     primarily in Qualifying Employer Securities.  To the extent that\n     Company contributions are made in Company Stock, the Trustee\n     shall retain such Company Stock unless otherwise directed by the\n     ESOP Committee.  To the extent Company contributions are made in\n     cash and are not used to pay principal or interest on an\n     Acquisition Loan pursuant to Article X or to pay expenses of the\n     Fund, the Trustee shall, at the direction of the ESOP Committee,\n     acquire Company Stock.  If at the time Company Stock is to be\n     purchased, the Company has outstanding more than one class of\n     Company Stock, the ESOP Committee shall direct the Trustee as to\n     which class of Company Stock shall be purchased.  Subject to\n     Paragraph 3.8, the Trustee may rely in good faith without\n     liability upon the valuation of Company Stock as determined by\n     the ESOP Committee.  The Trustee may also, at the direction of\n     the ESOP Committee, invest the Fund in temporary investments\n     other than Company Stock, may hold such portion of the Fund in\n     such investments as may be required under the investment\n     diversification provision of the Plan, may hold such portion of\n     the Fund uninvested as the ESOP Committee deems advisable for\n     making distributions under the Plan, may invest assets of the\n     Fund in short-term investments bearing a reasonable rate of\n     interest, including without limitation, deposits in, or\n     short-term instruments of, the Trustee, or in one or more\n     short-term collective investment funds administered by the\n     Trustee as trustee thereof for the collective investment of\n     assets of employee pension or profit-sharing trusts, as long as\n     each such collective investment fund constitutes a qualified\n     trust under the applicable provisions of the Code (and while any\n     portion of the Fund is so invested, such collective investment\n     funds shall constitute part of the Plan to the extent of such\n     investment, and the instrument creating such funds shall\n     constitute part of this Agreement).\n\n               3.4  The Trustee shall have no duty hereunder to\n     determine or inquire into whether any directions received from\n     the ESOP Committee in accordance with the terms of this Agreement\n     represent proper and lawful decisions or result in Prohibited\n     Transactions.  The Trustee shall have no duty to review any\n     investment to be acquired, held or disposed of pursuant to such\n     instructions from the ESOP Committee.  If the Trustee does not\n     receive written directions with respect to any part of the Fund\n     subject to the ESOP Committee's direction (including, without\n     limitation, income, sale proceeds or contributions), the Trustee\n     shall, pending receipt of such directions, hold and invest such\n     amount in short-term securities as provided in Paragraph 3.3\n     hereof.\n\n               3.5  In addition to, and not in limitation of, the\n     powers now, or which may later become, vested in it, the Trustee\n     shall have the following powers; provided, however, that the\n     Trustee's exercise of such powers shall be consistent with and\n     subject to all other provisions of this Agreement, and provided\n     further that, subject to the provisions of Paragraph 3.6, 3.7,\n     and 3.8, the powers set forth in Paragraphs 3.5.1, 3.5.2, 3.5.3,\n     and 3.5.4 shall be exercised by the Trustee only to the extent\n     and in the manner directed by the ESOP Committee, a Participant\n     or a Beneficiary in accordance with the terms of this Agreement,\n     except as otherwise required by ERISA:\n\n               3.5.1  To hold, invest and reinvest the principal or\n          income of the Trust in bonds, common or preferred stock,\n          other securities, or other personal, real or mixed tangible\n          or intangible property, including any securities issued by\n          the Company or its Affiliates (including investment in\n          deposits with Trustee which bear a reasonable interest rate,\n          including without limitation investments in trust savings\n          accounts, certificates of deposit, time certificates or\n          similar investments or deposits maintained by the Trustee);\n\n               3.5.2  To exercise voting rights either in person or by\n          proxy, with respect to any securities or other property, and\n          generally to exercise with respect to the Fund all rights,\n          powers and privileges as may be lawfully exercised by any\n          person owning similar property in his own right;\n\n               3.5.3  To exercise any options, conversion rights, put\n          rights, or rights to subscribe for additional stocks, bonds\n          or other securities appurtenant to any securities or other\n          property held by it, and to make any necessary payments in\n          connection with such exercise, and to join in, dissent from,\n          and oppose the reorganization, consolidation,\n          recapitalization, liquidation, merger or sale of corporate\n          property with respect to any corporations or property in\n          which it may be interested as Trustee;\n\n               3.5.4  To compromise, compound, and settle any debt or\n          obligation owing to or from it as Trustee, and to reduce or\n          increase the rate of interest on, extend or otherwise\n          modify, foreclose upon default, or otherwise enforce any\n          such obligation;\n\n               3.5.5  To sue or defend suits or legal proceedings to\n          enforce or protect any interest of the Trust, and to\n          represent the Trust in all suits or legal proceedings in any\n          court or before any other administrative agency, body or\n          tribunal, provided that the Trustee is indemnified to the\n          Trustee's satisfaction against liability and expenses;\n\n               3.5.6  To hold any property at any place, except that\n          it shall not maintain the indicia of ownership of any assets\n          of the Fund outside the jurisdiction of the district courts\n          of the United States except as permitted by regulations\n          issued by the Secretary of Labor of the United States under\n          ERISA Section 404(b);\n\n               3.5.7  To make, execute, acknowledge and deliver\n          assignments, agreements and other instruments;\n\n               3.5.8  To register any securities held by it hereunder\n          in its own name or in the name of a nominee with or without\n          the addition of words indicating that such securities are\n          held in a fiduciary capacity, to permit securities or other\n          property to be held by or in the name of others, to hold any\n          securities in bearer form and to deposit any securities or\n          other property in a depository, clearing corporation or\n          similar corporation, either domestic or foreign; provided,\n          however, that the records of the Trustee shall at all times\n          show that any such property held or registered in the name\n          of another is part of the Fund;\n\n               3.5.9  To employ legal counsel, brokers and other\n          advisors, agents or employees to perform services for the\n          Fund or to advise it with respect to its duties and\n          obligations under this Agreement and in connection with the\n          Trust, and to pay them reasonable compensation from the \n          Fund, to the extent not paid directly by the Company or an\n          Affiliate;\n\n               3.5.10  In accordance with the applicable provisions of\n          the Plan and subject to Paragraph 3.8, to obtain an\n          Acquisition Loan in such amounts and upon such terms and\n          conditions as shall be deemed advisable or proper to carry\n          out the purposes of the Trust, and, in connection therewith, \n          to issue its promissory note as Trustee, to pledge any\n          securities or other property of the Fund for the repayment\n          of such Acquisition Loan and to repay from time to time the\n          principal and interest on, and to take any other action with\n          respect to, such Acquisition Loan; provided that if such\n          Acquisition Loan is from, or guaranteed by, a \"party of\n          interest\" within the meaning of Section 3(14) of ERISA, the\n          requirements of Article X shall be satisfied; \n\n               3.5.11  To open and make use of banking accounts\n          including checking accounts, which accounts, if bearing a\n          reasonable rate of interest or if checking accounts, may be\n          with the Trustee.\n\n               3.6  Voting of Company Stock\n\n               3.6.1  Allocated Shares.  Each Participant (or\n          Beneficiary) as a named fiduciary within the meaning of\n          ERISA section 403(a)(1), in accordance with the procedures\n          hereinafter set forth, may direct the Trustee with respect\n          to the votes of the shares of Company Stock allocated to his\n          ESOP Stock Account, and the Trustee shall follow the\n          directions of those Participants (and Beneficiaries) who\n          provide timely instructions to the Trustee; provided that,\n          notwithstanding the foregoing, the Trustee shall vote the\n          shares of Company Stock allocated to the Part B Accounts of\n          the Participants who are (or were) members of the ALPA\n          Employee Group but who are not Employees (or allocated to\n          the Part B Accounts of their Beneficiaries.)\n\n               3.6.2  Unallocated and Uninstructed Shares.  \n\n                    (i)  PART A.  Each active Participant (which shall\n               be defined for purposes of Sections 3.6 and 3.7 to mean\n               a Participant who is an Employee) who directed the\n               Trustee with respect to the shares allocated to his\n               Account under Part A in accordance with Section 3.6.1\n               may, again as a named fiduciary, direct the Trustee\n               with respect to a portion of both the number of shares\n               of Company Stock held in the Loan Suspense Account and\n               the number of such shares allocated to any\n               Participant's Account under Part A for which no\n               instructions were timely received by the Trustee.  Such\n               portion shall be determined as follows:\n\n                         (A)  Such portion shall be limited to the sum\n               of:  (I) the number of shares of Company Stock held in\n               the Loan Suspense Account reserved for allocation to\n               such Participant's Employee Group, plus (ii) the number\n               of shares of Company Stock allocated to the Accounts of\n               Participants in such Participant's Employee Group under\n               Part A for which no instructions were timely received.\n\n                         (B)  The number of shares of Company Stock\n               determined under clause (i)(A) shall be multiplied by a\n               fraction, the numerator of which is the number of\n               shares of Company Stock allocable to Part A that such\n               Participant directed the Trustee in accordance with\n               Section 3.6.1 and the denominator of which is the\n               aggregate number of shares allocable to Part A that\n               were directed by active Participants in the same\n               Employee Group in accordance with Section 3.6.1.\n\n                         (C)  Such Participant, as a named fiduciary,\n               shall be entitled to direct the Trustee with respect to\n               the number of shares determined under clause (i)(B).\n\n                    (ii) PART B.  Each active Participant who directed\n               the Trustee with respect to shares allocated to his\n               Account under Part B in accordance with Section\n               3.6.1(a) may, again as a named fiduciary, direct the\n               Trustee with respect to a portion of the number of such\n               shares allocated to any Participant's Account under\n               Part B for which no instructions were timely received\n               by the Trustee.  Such portion shall be determined as\n               follows:\n\n                         (A)  Such portion shall be limited to the\n               number of shares of Company Stock allocated to the\n               Accounts of Participants in such Participant's Employee\n               Group under Part B for which no instructions were\n               timely received.\n\n                         (B)  The number of shares of Company Stock as\n               determined under clause (ii)(A) shall be multiplied by\n               a fraction, the numerator of which is the number of\n               shares of Common Stock allocable to Part B that such\n               Participant directed the Trustee in accordance with\n               Section 3.6.1 and the denominator of which is the\n               aggregate number of shares allocable to Part B that\n               were directed by active Participants in the same\n               Employee Group in accordance with Section 3.6.1.\n\n                         (C)  Such Participant, as a named fiduciary,\n               shall be entitled to direct the Trustee with respect to\n               the number of shares determined under clause (ii)(B).\n\n               3.6.3  Procedure.  Such directions shall be provided\n          directly to the Trustee and shall be held in confidence and\n          not be divulged or released to any other person.  Within a\n          reasonable time prior to each annual or special meeting of\n          holders of Company Stock, the ESOP Committee shall furnish\n          to all Participants (and Beneficiaries) entitled to direct\n          the Trustee as to the voting of shares of Company Stock,\n          copies of any proxy solicitation material provided to\n          holders of voting Company Stock generally together with\n          appropriate instruction forms or cards and information\n          concerning the method of providing such instructions to the\n          Trustee.  To the extent permitted by law, if the Trustee\n          cannot follow directions of Participants (or Beneficiaries),\n          the ESOP Committee shall direct the Trustee.\n\n               Notwithstanding any other provision of this Agreement\n          or the Plan, the Trustee shall not be obligated to follow\n          the direction of a named fiduciary unless such direction is\n          in accordance with the terms of the Plan and is proper\n          within the meaning of Section 403(a) of ERISA and is not\n          contrary to ERISA.\n\n               3.7  Control Transactions and Certain Dispositions of\n     Company Stock.\n\n               3.7.1  General.  The provisions of this Section 3.7\n          shall apply in the event a Control Transaction is commenced\n          or proposed by a person or persons.  In the event a Control\n          Transaction is commenced or proposed, the ESOP Committee,\n          promptly after receiving notice, shall transfer certain of\n          the ESOP Committee's record keeping functions under the Plan\n          to an independent record keeper (which if the Trustee\n          consents in writing, may be the Trustee).  The functions so\n          transferred shall be those necessary to preserve the\n          confidentiality of any directions given by the Participants\n          (and Beneficiaries) in connection with the Control\n          Transaction.  Within a reasonable time after a Control\n          Transaction is commenced, the ESOP Committee shall furnish\n          to all Participants (and Beneficiaries) entitled, as\n          hereinafter set forth, to direct the Trustee with respect to\n          the Control Transaction, copies of all offering material\n          provided to holders of Company Stock generally, together\n          with appropriate instruction forms or cards and information\n          concerning the method of providing such instructions to the\n          Trustee.  Except as otherwise required by ERISA, the Trustee\n          shall have no discretion or authority to sell, exchange,\n          transfer, convert or otherwise dispose of any of such shares\n          of Company Stock pursuant to such Control Transaction,\n          except to the extent that the Trustee is timely directed to\n          do so in writing as follows:\n\n                    (i)  Allocated Shares.  Each Participant (or\n               Beneficiary) to whose ESOP Stock Account shares of\n               Company Stock have been allocated may, as a named\n               fiduciary within the meaning of ERISA section\n               403(a)(1), direct the Trustee with respect to the sale,\n               exchange, transfer, conversion or other disposition of\n               the shares of Company Stock allocated to his ESOP Stock\n               Account, and the Trustee shall follow the directions of\n               those Participants (and Beneficiaries) who provide\n               timely instructions to the Trustee.\n\n                    (ii)  Unallocated and Uninstructed Shares.   \n\n                    (A)  PART A.  Each active Participant who directed\n               the Trustee with respect to shares allocated to his\n               Account under Part A in accordance with Section\n               3.7.1(i) may, again as a named fiduciary, direct the\n               Trustee with respect to a portion of both the number of\n               shares of Company Stock held in the Loan Suspense\n               Account and the number of such shares allocated to any\n               Participant's Account under Part A for which no\n               instructions were timely received by the Trustee.  Such\n               portion shall be determined as follows:\n\n                         (I)  Such portion shall be limited to the sum\n               of: (x) the number of shares of Company Stock held in\n               the Loan Suspense Account reserved for allocation to\n               such Participant's Employee Group, plus (y) the number\n               of shares of Company Stock allocated to the Accounts of\n               Participants in such Participant's Employee Group under\n               Part A for which no instructions were timely received.\n\n                         (II) The number of shares of Company Stock\n               determined under clause (ii)(a)(I) shall be multiplied\n               by a fraction, the numerator of which is the number of\n               shares of Company Stock allocable to Part A that such\n               Participant directed the Trustee in accordance with\n               Section 3.7.1(i) and the denominator of which is the\n               aggregate number of shares allocable to Part A that\n               were directed by active Participants in the same\n               Employee Group in accordance with Section 3.7.1(i).\n\n                         (III) Such Participant, as a named fiduciary,\n               shall be entitled to direct the Trustee with respect to\n               the number of shares determined under clause\n               (ii)(A)(II).\n\n                    (B)  PART B.  Each active Participant who directed\n               the Trustee with respect to shares allocated to his\n               Account under Part B in accordance with Section\n               3.7.1(i) may, again as a named fiduciary, direct the\n               Trustee with respect to a portion of the number of such\n               shares allocated to any Participant's Account under\n               Part B for which no instructions were timely received\n               by the Trustee.  Such portion shall be determined as\n               follows:\n\n                         (I)  Such portion shall be limited to the\n                    number of shares of Company Stock allocated to the\n                    Accounts of Participants in such Participant's\n                    Employee Group under Part B for which no\n                    instructions were timely received.\n\n                         (II) The number of shares of Company Stock\n                    determined under clause (ii)(B)(I) shall be\n                    multiplied by a fraction, the numerator of which\n                    is the number of shares of Company Stock allocable\n                    to Part B that such Participant directed the\n                    Trustee in accordance with Section 3.7.1(a)(i) and\n                    the denominator of which is the aggregate number\n                    of shares allocable to Part B that were directed\n                    by active Participants in the same Employee Group\n                    in accordance with Section 3.7.1(a)(i).\n\n                         (III) Such Participant, as a named fiduciary,\n                    shall be entitled to direct the Trustee with\n                    respect to the number of shares determined under\n                    clause (ii)(B)(II).\n\n                    All such instructions from Participants (and\n               Beneficiaries) shall be provided directly to the\n               independent record keeper which, if different from the\n               Trustee, shall then instruct the Trustee as to the\n               amount of shares to be sold, tendered, exchanged,\n               converted or otherwise disposed of in accordance with\n               the above directions.  To the extent the Trustee cannot\n               follow Participant (or Beneficiary) instructions, the\n               ESOP Committee, as a named fiduciary, shall direct the\n               Trustee.  Except as contemplated by the foregoing or as\n               required to facilitate the making of Plan distributions\n               or diversification elections or as required by law, the\n               Trustee shall have no authority to dispose of Company\n               Stock in a Control Transaction or otherwise.\n\n                    Notwithstanding any other provision of this\n               Agreement or the Plan, the Trustee shall not be\n               obligated to follow the direction of a named fiduciary\n               unless such direction is in accordance with the terms\n               of the Plan and is proper within the meaning of Section\n               403(a) of ERISA and is not contrary to ERISA.\n\n                    3.7.2  Records.  Following any Control Transaction\n               that has resulted in the sale or exchange of any shares\n               of Company Stock held in the Plan, the record keeper\n               shall continue to maintain on a confidential basis the\n               Accounts of Participants (and Beneficiaries) to whose\n               Accounts shares of Company Stock were allocated at any\n               time during such offer, until complete distribution of\n               such Accounts or such earlier time as the record keeper\n               determines that the transfer of the record keeping\n               functions back to the ESOP Committee will not violate\n               the confidentiality of the directions given by the\n               Participants (and Beneficiaries).  In the event that\n               there is no sale or exchange of any shares of Company\n               Stock held in the Plan pursuant to the Control\n               Transaction, the record keeper shall transfer back to\n               the ESOP Committee the record keeping functions;\n               provided, however, that the record keeper shall keep\n               confidential any instructions which it may receive from\n               Participants (and Beneficiaries) relating to the\n               Control Transaction.\n\n                    3.7.3  Proceeds.  For purposes of allocating the\n               proceeds of any sale or exchange pursuant to a Control\n               Transaction, the ESOP Committee or the independent\n               record keeper, as the case may be, shall determine the\n               portion, expressed as a percentage, of shares of each\n               class tendered by the Trustee that were actually sold\n               or exchanged (the \"applicable percentage\" for that\n               class).  For each class, the ESOP Committee or the\n               independent record keeper, as the case may be, shall\n               then treat as having been sold or exchanged from the\n               portion of the Loan Suspense Account applicable to that\n               Employee Group and each of the individual Accounts of\n               Participants (and Beneficiaries) that number of shares\n               (of that class) that is obtained by multiplying (i) the\n               applicable percentage for that class, times (ii) the\n               total number of shares in such Account of that class\n               that were directed to be tendered or exchanged or sold\n               in connection with the Control Transaction.  The\n               adjustments to individual Accounts shall be made by the\n               ESOP Committee or the independent record keeper, as the\n               case may be, on information supplied by the Company,\n               the ESOP Committee or the Trustee.\n\n               3.8  Notwithstanding any other provisions of this\n     Agreement or the Plan, the purchase of Qualifying Employer\n     Securities pursuant to the ESOP Preferred Stock Purchase\n     Agreement dated March 25, 1994, as amended, or pursuant to any\n     Additional Acquisition Loans (including loans to effect\n     Section 8.2(e) of the Plan and Section 1.6(g) of the\n     Recapitalization Agreement) among the Trustee and the Company\n     shall be effected by the Trustee without direction from the ESOP\n     Committee pursuant to the Trustee's determination, in the\n     exercise of its reasonable judgment after consultation with such\n     advisors as it reasonably deems necessary, that such transaction\n     is in the best interests of the Participants and Beneficiaries\n     and that the purchase transaction and the terms and conditions of\n     any Acquisition Loan entered into in connection with the above-\n     described Purchase Agreement are in compliance with all\n     applicable provisions of the Code and ERISA. \n\n               3.9  In addition to, and not in limitation of, the\n     powers vested and to be vested in it by law or enumerated in this\n     Article III, the Trustee shall have the power to take any action\n     with respect to the Fund as is appropriate and helpful in\n     carrying out the purposes of this Agreement, subject to any\n     directions of the ESOP Committee or the Participants (or\n     Beneficiaries) as provided herein.\n\n                                 ARTICLE IV\n\n\n                               ADMINISTRATION\n\n               4.1  The ESOP Committee shall represent the Company in\n     dealing with the Trustee under this Agreement.  Until it receives\n     written notice that a person is no longer a member of the ESOP\n     Committee, the Trustee shall be fully protected in assuming that\n     the person is still a member of the ESOP Committee.  The Company\n     shall cause to be delivered to the Trustee a specimen signature\n     of each member as well as that of any designee of the ESOP\n     Committee appointed pursuant to Paragraph 4.2.  The members of\n     the ESOP Committee shall be \"named fiduciaries\" within the\n     meaning of ERISA Section 402(a) with respect to the Plan.\n\n               4.2  The Trustee may rely (and shall be fully protected\n     in relying) on any written communication signed by a majority of\n     the members of the ESOP Committee as being authorized by, and\n     reflecting the action of, the ESOP Committee.  If the Trustee is\n     advised in writing by a majority of the members of the ESOP\n     Committee that directives to the Trustee will be signed by a\n     person or persons designated by the ESOP Committee, the Trustee\n     may rely on communications signed by the person or persons so\n     named as a directive reflecting the action of the ESOP Committee.\n\n               4.3  The Trustee shall have only those duties specified\n     in this Agreement or specified in the Plan and expressly\n     incorporated herein by reference.  In the event of any conflict\n     between the provisions of the Plan and this Agreement, the\n     provisions of this Agreement shall control.  The Trustee shall\n     have no responsibility to administer or interpret the Plan, to\n     enforce payment of any contributions to the Fund or to see that\n     the Fund is adequate to meet the liabilities of the Plan.\n\n               4.4  The Company or anyone acting on its behalf may at\n     any time employ the Trustee in its corporate capacity as agent to\n     perform any act or to keep any records in connection with the\n     administration of the Plan.  Any such agency relationship shall\n     be established by a separate written agreement between the\n     Company and the Trustee and the existence of such arrangement\n     shall not affect its responsibility or liability as Trustee under\n     this Agreement.\n\n               4.5  Notwithstanding any other provision of the Plan or\n     this Agreement, the Trustee shall not be obligated to follow the\n     direction of a named fiduciary unless such direction is in\n     accordance with the terms of the Plan or this Agreement and is\n     proper under ERISA Section 403(a)(2) and not contrary to Title I\n     of ERISA.\n\n               4.6  With respect to the exercise of any fiduciary\n     responsibility with respect to the Plan or the Trust, including,\n     without limitation, the voting, sale, exchange, other disposition\n     or conversion of Company Stock, the Trustee and any other\n     relevant fiduciary may, to the extent permitted by law, take into\n     consideration any relevant economic factors affecting the\n     interests of current and future Participants (and Beneficiaries),\n     including, but not limited to, the prospect for continued\n     Employee enfranchisement through the voting power of Company\n     Stock held in the Trust, the prospect for future benefits under\n     the Plan as a result of the prospective release and allocation of\n     Qualifying Employer Securities held in the Loan Suspense Account\n     and the prospect for future employment with the Company and its\n     Affiliates.\n\n\n                                 ARTICLE V\n\n                     PAYMENTS OF BENEFITS AND EXPENSES\n\n          5.1  Except as otherwise provided in Paragraph 5.3, the\n     Trustee shall pay benefits and administrative expenses under the\n     Plan only when it receives (and in accordance with) written\n     instructions from the ESOP Committee, indicating the amount of\n     the payment and the name and address of the recipient.  The\n     Trustee shall have no duty to inquire into whether any payment\n     the ESOP Committee instructs it to make is consistent with the\n     terms of the Plan or applicable law or otherwise proper.  Any\n     payment made by the Trustee in accordance with such instructions\n     shall be a complete discharge and acquittance to the Trustee.  If\n     the ESOP Committee advises the Trustee that benefits have become\n     payable respecting a Participant's interest in the Fund, but does\n     not instruct the Trustee as to the manner of payment, the Trustee\n     shall hold the Participant's interest in the Trust until it\n     receives written instructions from the ESOP Committee as to the\n     manner of payment.  The Trustee shall not pay benefits from the\n     Fund without such instructions, even though it may be informed\n     from other sources, including, without limitation, a Participant\n     (or beneficiary), that benefits are payable under the Plan.  The\n     Trustee shall have no responsibility to determine when, to whom,\n     or in what amounts benefits and expenses are payable under the\n     Plan.\n\n               5.2  The Trustee shall distribute benefits in the\n     manner described in the Plan and as directed by the ESOP\n     Committee.\n\n               5.3  The Trustee shall receive as compensation for its\n     services as Trustee such amounts as may, from time to time, be\n     agreed upon in writing between the Company and the Trustee.  Such\n     compensation and, in accordance with the applicable provisions of\n     ERISA and the Code, all reasonable and proper expenses incurred\n     by the Trustee in the administration of the Trust, including\n     reasonable legal counsel fees, shall be paid by the Company.\n\n               5.4  The Company intends that the Plan shall at all\n     times qualify under Code Sections 401(a), 409 and, to the extent\n     applicable, 4975(e)(7) and that the Trust hereby established\n     shall at all times be tax exempt under Section 501(a) of the\n     Code, or successor provisions.  However, any taxes that may be\n     levied upon or in respect of the Fund shall be paid from the\n     Fund.  The Trustee shall promptly notify the ESOP Committee of\n     any proposed taxes (other than stock transfer taxes) of which it\n     receives notice and may assume that any such taxes are lawfully\n     levied or assessed, unless the ESOP Committee advises it in\n     writing to the contrary within fifteen (15) days after receiving\n     the above notice from the Trustee.  In such case, the Trustee, if\n     requested by the ESOP Committee in writing, shall contest the\n     validity of such taxes in any manner deemed appropriate by the\n     ESOP Committee; the Company may itself contest the validity of\n     any such taxes, in which case the ESOP Committee shall so notify\n     the Trustee and the Trustee shall have no responsibility or\n     liability respecting such contest.  If any party to this\n     Agreement contests any such proposed levy, the other party shall\n     provide such information and cooperation as the party conducting\n     the contest shall reasonably request.\n\n\n                                 ARTICLE VI\n\n                LIABILITY AND INDEMNIFICATION OF THE TRUSTEE\n\n               6.1  The Trustee shall not be responsible for computing\n     or collecting contributions due under the Plan.\n\n               6.2  The Trustee in its corporate capacity shall not be\n     liable for claims of any persons arising under the Plan; such\n     claims shall be limited to the Fund.  The Trustee shall not be\n     liable to make distributions or payments of any kind unless\n     sufficient funds are available therefor in the Fund.  The Trustee\n     shall be responsible only for such money and other property as\n     are actually received by it as Trustee under this Agreement.\n\n               6.3  The Trustee may consult with legal counsel with\n     respect to the meaning and construction of this Agreement or its\n     powers, obligations and conduct hereunder, and the written\n     opinion of such counsel will, to the extent permitted by law, be\n     full and complete protection in respect of any action taken or\n     omitted by the Trustee hereunder in good faith and in accordance\n     with the opinion of such counsel.\n\n               6.4  The Trustee shall have no liability other than as\n     imposed by law and this Agreement.  \n\n               6.5  The Trustee shall be fully protected in acting\n     upon any instrument, certificate, or paper delivered by the\n     Company, the ESOP Committee, any Participant, (or Beneficiary)\n     acting as a named fiduciary and believed by the Trustee to be\n     genuine and to be signed or presented by the proper person or\n     persons, and the Trustee shall be under no duty to make any\n     investigation or inquiry as to any statement contained in any\n     such writing, but may accept the same as conclusive evidence of\n     the truth and accuracy of the statements therein contained.\n\n               6.6  To the extent permitted by applicable law, the\n     Trustee shall be indemnified by the Company and UAL against any\n     and all liabilities, settlements, judgments, losses, costs, and\n     expenses (including reasonable legal fees and expenses) of\n     whatever kind and nature which may be imposed on, incurred by or\n     asserted against the Trustee by reason of the performance or\n     nonperformance of its trustee function under this Agreement,\n     except to the extent such action or inaction constituted\n     negligence, willful misconduct or failure to act in good faith on\n     the part of the Trustee.  \n\n               6.7  All notices, requests, demands and other\n     communications hereunder or with respect hereto shall be in\n     writing and shall be deemed to have been fully given if\n     telegraphed, telecopied or telefaxed, mailed by registered or\n     certified mail, or personally delivered (or delivered by courier)\n     as follows:\n\n               If to the Company, to:\n\n                    By Mail\n\n               UAL Corporation\n               P.O. Box #66919\n               Chicago, IL  60666\n               Attention:  Corporate Secretary\n\n\n                    By Courier\n\n               UAL Corporation\n               1200 Algonquin Road\n               Elk Grove Township, IL  60007\n               Attention:  Corporate Secretary\n\n               If to the Trustee, to:\n\n               State Street Bank and Trust Company\n               225 Franklin Street\n               Boston, MA 02110\n               Attention:  UAL ESOP Administration\n\n     or to such other address or addresses as any party hereto may\n     furnish to the other party in writing.\n\n               6.8  Whenever the Trustee shall deem it desirable for a\n     matter to be proved or established before taking, permitting or\n     omitting any act, the matter (unless other evidence in respect\n     thereof is specifically prescribed in this Agreement) may be\n     deemed to be conclusively established by a certification signed\n     by a majority of the members of the ESOP Committee and delivered\n     to the Trustee, and the Trustee shall be fully protected in\n     relying on such an instrument.\n\n               6.9  If a dispute arises as to the payment of any funds\n     or delivery of any assets by the Trustee, the Trustee may\n     withhold such payment or delivery until the dispute is determined\n     by a court of competent jurisdiction or finally settled in\n     writing by the parties concerned.\n\n                                ARTICLE VII\n\n                         ACCOUNTING OF THE TRUSTEE\n\n               7.1  The Trustee shall keep accurate and detailed\n     accounts of all its transactions (including receipts and\n     disbursements) under this Agreement.  These records shall be open\n     to inspection and audit during regular business hours of the\n     Trustee by the ESOP Committee or any person or persons designated\n     by the ESOP Committee or the Company in a written instrument\n     filed with the Trustee.  If mutually agreed upon in a separate\n     writing by the ESOP Committee and the Trustee, the Trustee shall\n     establish and maintain accounts for Participants which shall show\n     their respective interests, determined in accordance with the\n     terms of the Plan, in the Fund; provided, however, that to the\n     extent that such accounts are kept by the Trustee on the basis of\n     information furnished or caused to be furnished to it by the ESOP\n     Committee, the Trustee shall have no responsibility for the\n     accuracy of any information so furnished.  All such accounts and\n     records shall be preserved (in original form, or on microfilm,\n     magnetic tape or any other similar process) for such period as\n     the Trustee may determine, but the Trustee may destroy such\n     accounts and records only after first notifying the ESOP\n     Committee and the Company in writing at least ninety (90) days in\n     advance of its intention to do so and transferring to the ESOP\n     Committee or the Company any such accounts and records requested.\n\n               7.2  Within sixty (60) days after the close of each\n     fiscal year of the Plan, the Trustee's removal or resignation as\n     Trustee hereunder, or the termination of the Plan or this\n     Agreement, the Trustee shall file with the ESOP Committee an\n     account setting forth all its transactions (including all\n     receipts and disbursements) under this Agreement during such\n     year, or during the period from the close of the last preceding\n     fiscal year of the Plan to the effective date of its removal or\n     resignation or the termination of the Plan or this Agreement, and\n     showing all property (including its costs and fair market value)\n     held by it hereunder at the end of such accounting period;\n     provided, however, that in the event shares of Company Stock are\n     then held in the Trust and a final valuation report, if\n     necessary, with respect to such Company Stock for any such\n     accounting period is not received by the Trustee within thirty\n     (30) days of the date the Trustee is required to render an\n     accounting under the foregoing provision, then the Trustee shall\n     not be required to render such account until thirty (30) days\n     from the date such valuation report is received by the Trustee.\n     The ESOP Committee and the Trustee may agree in writing that\n     similar accounts will be prepared by the Trustee and filed with\n     the ESOP Committee at more frequent intervals.  No person or\n     persons (including, without limitation, the Company and the ESOP\n     Committee) shall be entitled to any further or different\n     accounting by the Trustee, except as may be required by law.\n\n               7.3  Twenty-four (24) months after the filing with the\n     ESOP Committee of the annual accounts for the 1994 and 1995\n     fiscal years of the Trust and twelve (12) months after the filing\n     with the ESOP Committee of any other account under Paragraph 7.2,\n     the Trustee shall be forever released and discharged from any\n     liability or accountability to the Company and the ESOP Committee\n     with respect to the transactions shown or reflected on the\n     account, except with respect to any acts or transactions as to\n     which the ESOP Committee, within the applicable period, files\n     written objections with the Trustee.  The written approval of the\n     ESOP Committee of any account filed by the Trustee, or the ESOP\n     Committee's failure to file written objections within the\n     applicable period, shall be a settlement of such account as\n     against the Company and the ESOP Committee, and shall forever\n     release and discharge the Trustee from any liability or\n     accountability to the Company and the ESOP Committee with respect\n     to the transaction shown or reflected on such account.  If a\n     statement of objection is filed by the ESOP Committee and the\n     ESOP Committee is satisfied that its objections should be\n     withdrawn or if the account is adjusted to its satisfaction, the\n     ESOP Committee shall indicate its approval of the account in a\n     written statement filed with the Trustee and the Trustee shall be\n     forever released and discharged from all liability and\n     accountability to the Company and the ESOP Committee in\n     accordance with the immediately preceding sentence.  If an\n     objection is not settled by the ESOP Committee and the Trustee,\n     the Trustee may commence a proceeding for a judicial settlement\n     of the account in any court of competent jurisdiction; the only\n     parties that need be joined in such a proceeding are the Trustee,\n     the ESOP Committee, the Company and such other parties whose\n     participation is required by law.\n\n\n                                ARTICLE VIII\n\n                   REMOVAL AND RESIGNATION OF THE TRUSTEE\n\n               8.1  The Trustee may resign as Trustee under this\n     Agreement at any time by a written instrument delivered to the\n     Company giving notice of such resignation, which shall be\n     effective sixty (60) days after receipt or at such other time as\n     is agreed by the Company and the Trustee.  The Trustee may be\n     removed at any time by the Company (with the consent of the Air\n     Line Pilot Association, International and the International\n     Association of Machinists and Aerospace Workers) by an instrument\n     in writing and delivered to the Trustee, which shall be effective\n     sixty (60) days after receipt or at such other time as is agreed\n     between the Company and the Trustee.\n\n               8.2  If a vacancy in the office of trustee of the Trust\n     occurs, the Company (with the consent of the Air Line Pilot\n     Association, International and the International Association of\n     Machinists and Aerospace Workers) shall appoint a successor\n     trustee and shall deliver to the Trustee copies of (a) a written\n     instrument executed by the Company appointing such successor, and\n     (b) a written instrument executed by the successor in which it\n     accepts such appointment.  Such instruments shall indicate their\n     effective date.\n\n               8.3  If the Trustee resigns or is removed, it shall\n     deliver all assets of the Fund in its possession to a successor\n     trustee as soon as is reasonably practicable after the settlement\n     of its account or at such earlier time as shall be agreed on by\n     the Company, the Trustee and the successor trustee.\n\n                                 ARTICLE IX\n\n                         AMENDMENT AND TERMINATION\n\n               9.1  This Agreement may be amended at any time and from\n     time to time by the Company (with the consent of the Air Line\n     Pilot Association, International and the International\n     Association of Machinists and Aerospace Workers) by a written\n     instrument duly acknowledged and delivered to the Trustee setting\n     forth the terms of the amendment; provided that no amendment\n     affecting rights, duties, responsibilities or liability of the\n     Trustee may be made without the Trustee's consent.  The\n     instrument of amendment shall state to the Trustee that the\n     amendment does not permit any part of the Fund to be used for or\n     diverted to purposes other than the exclusive benefit of\n     Participants and their beneficiaries or the payment of reasonable\n     expenses of administering the Plan and Trust, as specified in\n     Paragraph 2.2 hereof.  The instrument of amendment shall specify\n     its effective date and amendments may, with the Trustee's\n     consent, if applicable, be made effective retroactively.\n\n               9.2  If the ESOP Committee certifies to the Trustee\n     that the Plan is or has been terminated, the Trustee shall hold\n     and\/or dispose of the Fund in accordance with the ESOP\n     Committee's written instructions.  The ESOP Committee shall\n     certify in writing to the Trustee that the disposition directed:\n     (a) except as provided in Paragraph 2.2, does not result in any\n     part of the Fund being used for or diverted to purposes other\n     than the exclusive benefit of Participants and their\n     Beneficiaries and the payment of reasonable expenses (including\n     the repayment of any outstanding Acquisition Loans) of\n     administering the Plan and Trust, (b) is in accordance with the\n     applicable provisions of the Code, ERISA and any other applicable\n     laws, and (c) does not result in a Prohibited Transaction.  If\n     the Plan is terminated with respect to a group of persons under\n     the Plan, the portion of the Trust attributable to such group\n     shall be held and disposed of in accordance with the written\n     instructions of the ESOP  Committee which shall be given in\n     conformity with the provisions of the Plan, the Code and ERISA. \n     The Trustee may, however, reserve such reasonable sum of money as\n     it deems advisable for payment for the settlement of its accounts\n     or for payment of taxes that may be assessed on or in respect of\n     the Fund or the income thereof.  This Agreement shall terminate\n     upon the termination of the Plan as provided herein and the\n     disposition of the Fund as provided herein.\n\n                                 ARTICLE X\n\n                      LEVERAGED ACQUISITIONS OF STOCK\n\n               10.1  It is specifically contemplated that the Trust\n     will operate pursuant to a leveraged employee stock ownership\n     plan with respect to Part A of the Plan and that the Trustee will\n     incur several Acquisition Loans in connection with the\n     acquisition of Qualifying Employer Securities.  Any Acquisition\n     Loan shall meet all of the requirements necessary to constitute\n     an \"exempt loan\" within the meaning of Treasury Regulation\n     Section 54.4975-7(b)(1)(iii) and shall be used primarily for the\n     benefit of the Participants and their Beneficiaries.  The\n     proceeds of any Acquisition Loan shall be used, within a\n     reasonable time after the Acquisition Loan is obtained, only to\n     purchase Qualifying Employer Securities or to repay such\n     Acquisition Loan or a prior Acquisition Loan.  Any Acquisition\n     Loan shall provide for no more than a reasonable rate of interest\n     and must be without recourse against the Plan and Trust.  The\n     number of years to maturity under the Acquisition Loan must be\n     definitely ascertainable at all times.  The Acquisition Loan may\n     not be payable at the demand of any person, except in the case of\n     a default.  The only assets of the Trust that may be given as\n     collateral for an Acquisition Loan are shares of Qualifying\n     Employer Securities acquired with the Acquisition Loan, shares of\n     Qualifying Employer Securities that were used as collateral on\n     prior Acquisition Loans repaid with the proceeds of the current\n     Acquisition Loan and all Qualifying Employer Securities received\n     as consideration pursuant to a Control Transaction or acquired\n     with proceeds received pursuant to a Control Transaction.  In the\n     event that Qualifying Employer Securities are used as collateral\n     for an Acquisition Loan, such Qualifying Employer Securities\n     shall be released from such encumbrance in accordance with the\n     provisions of the Plan and applicable Treasury Regulations.  No\n     person entitled to payment under an Acquisition Loan shall be\n     entitled to payment from the Trust other than from shares of\n     Qualifying Employer Securities acquired with the Acquisition Loan\n     which are collateral for the Acquisition Loan, Company\n     contributions made under the Plan for the purpose of satisfying\n     an Acquisition Loan, earnings attributable to such Qualifying\n     Employer Securities and such Company contributions (other than\n     contributions of Qualifying Employer Securities), and such other\n     assets, if any, as to which recourse may be permitted under\n     Section 4975 of the Code.  Payments of principal and interest on\n     an Acquisition Loan shall be made by the Trustee only from (1)\n     Company contributions (other than contributions of Qualifying\n     Employer Securities) made under the Plan for the purpose of\n     satisfying such Acquisition Loan, earnings on such contributions\n     and earnings on shares of Qualifying Employer Securities acquired\n     with the proceeds of such Acquisition Loan, including, but not\n     limited to, cash dividends received by the Trust with respect to\n     such shares of Qualifying Employer Securities, whether or not\n     allocated to the accounts of Participants (or Beneficiaries), (2)\n     the proceeds of a subsequent Acquisition Loan made to repay the\n     prior Acquisition Loan, and\/or (3) unless otherwise agreed in the\n     definitive documentation pertaining to such Acquisition Loan, the\n     proceeds of the sale of any collateralized shares of Qualifying\n     Employer Securities acquired with the proceeds of such\n     Acquisition Loan; provided, however, that the Trustee shall in no\n     event be required to apply such proceeds of sale to repay\n     principal and interest on an Acquisition Loan if, in the written\n     opinion of counsel to the Trustee, such action would constitute a\n     Prohibited Transaction or a breach of the Trustee's fiduciary\n     duties under ERISA.  In the event of a default under an\n     Acquisition Loan, the value of Trust assets transferred to the\n     lender shall not exceed the amount of the default, provided\n     further that if the lender is a \"party in interest\" within the\n     meaning of ERISA Section 3(14) or a \"disqualified person\" within\n     the meaning of Section 4975(e)(2) of the Code, a transfer of\n     Trust assets upon default shall be made only if, and to the\n     extent of, the Trust's failure to meet the Acquisition Loan's\n     payment schedule.\n\n                                 ARTICLE XI\n\n                               MISCELLANEOUS\n\n               11.1  This Agreement shall be binding upon, and the\n     powers granted to the Company and the Trustee, respectively,\n     shall be exercisable by, the respective successors and assigns of\n     the Company and the Trustee.  Any corporation which shall, by\n     merger, consolidation, purchase or otherwise, succeed to\n     substantially all the trust business of the Trustee shall, upon\n     such succession and without any appointment or other action by\n     the Company, be and become successor trustee hereunder, upon\n     notification to the Company.\n\n               11.2  No right or claim in or to the Fund or any assets\n     thereof shall be subject in any manner to anticipation, alienation,\n     sale, transfer, assignment, pledge, encumbrance or charge, and any\n     attempt to so anticipate, alienate, sell, transfer, assign, pledge,\n     encumber or charge shall be void and shall not be recognized by the\n     Trustee, except to such extent as may be legally required (e.g., as\n     otherwise provided in the Plan with respect to qualified domestic\n     relations orders).  No such right or claim shall be liable for or\n     subject to the debts, contracts, liabilities, engagements or torts of\n     the person entitled thereto.\n\n               11.3  This Agreement shall be administered, construed and\n     enforced in accordance with ERISA, and to the extent not governed by\n     ERISA, in accordance with the laws of the Commonwealth of\n     Massachusetts.\n\n               11.4  One or more of the Company's Affiliates may, with the\n     approval of the Board of Directors, by resolution of its own board of\n     directors adopt the Trust if such subsidiary shall have adopted the\n     Plan or any part thereof.  Each such Affiliate which has adopted this\n     Trust shall be deemed a party to this Agreement and all references\n     herein to \"Company\" shall be deemed as to include such Related Company,\n     except as the context may otherwise require.\n\n               11.5  For all purposes of the Plan and Trust, all valuations\n     of Stock which is not readily tradable on an established securities\n     market will be made by an \"independent appraiser\" within the meaning of\n     Section 401(a)(28)(C) of the Code.\n\n               11.6  Headings of Articles are inserted for convenience of\n     reference.  They are not part of this Agreement and shall not be\n     considered in construing it.\n\n               11.7  This Agreement may be executed in any number of\n     counterparts, each of which shall be considered an original even\n     through no others are produced.\n\n                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]\n\n               IN WITNESS WHEREOF, the Company and the Trustee have caused\n     this Agreement to be executed by their duly authorized officers and\n     their respective corporate seals to be hereunto affixed as of the day\n     and year first above written.\n\n     ATTEST:                            UAL CORPORATION \n\n     BY: \/s\/ Francesca M. Maher         BY: \/s\/ Joseph R. O'Gorman\n         _________________________          __________________________\n\n     TITLE: Vice President - Law        TITLE: Executive Vice President\n            and Corporate Secretary\n\n\n     ATTEST:                            STATE STREET BANK AND TRUST\n                                        COMPANY\n\n     BY: \/s\/ Denise R. Courcy            BY: \/s\/ Kelly Q. Driscoll\n         _________________________          __________________________\n\n     TITLE: Assistant Vice President    TITLE: Vice President\n            and Associate Counsel\n\n<\/description><\/sequence><\/type><\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9136],"corporate_contracts_industries":[9521],"corporate_contracts_types":[9539,9545],"class_list":["post-38823","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-ual-corp","corporate_contracts_industries-transportation__air","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38823","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38823"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38823"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38823"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38823"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}