EXHIBIT 10.44


















UNITED AIR LINES, INC.

SUPPLEMENTAL RETIREMENT PLAN

(As amended and restated

effective May 15, 2003)





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

	 	TABLE OF CONTENTS	 
	 	 	 
	Section	 	
Page

	 	 	 
	 	Table of Defined Terms	
ii

	 	 	 
	1.	Introduction	
1

	 	 	 
	 	1.1  Purpose	
1

	 	1.2  Effective Date	
1

	 	1.3  Administration	
1

	 	1.4  Funding	
1

	 	 	 
	2.	Participation and Supplemental Benefits	
2

	 	 	 
	 	2.1  Participation	
2

	 	2.2  Eligibility for Supplemental
Benefits	
2

	 	2.3  Amount of Supplemental
Benefits	
3

	 	2.4  Payment of Supplemental
Benefits	
3

	 	2.5  Other Supplemental Benefit
Plans	
4

	 	2.6  Benefit Payments for Certain
Participants	
4

	 	 	 
	3.	General Provisions	
5

	 	 	 
	 	3.1  Employment Rights	
5

	 	3.2  Interest Not Transferable	
5

	 	3.3  Incompetency	
5

	 	3.4  Gender and Number	
5

	 	3.5  Controlling Law	
5

	 	3.6  Successors	
5

	 	3.7  Action by the Company	
5

	 	3.8  Defined Terms	
5

	 	 	 
	4.	Amendment and Termination	
6





 

 

 

 

 
	
TABLE OF DEFINED TERMS

		
		Plan Section
	Term	Where Found
	
	Amendments	2.4
	
	Alternative IID Limitation	2.2 (c) (v)
	
	Company	1.1
	
	Deferred Incentive Award	2.2 (c) (ii)
	
	Deferred Payment	2.2 (c) (iii)
	
	Effective Date	1.2
	
	Entitlement Year	2.2 (c) (ii) & (iii)
	
	IRC	1.1
	
	Incentive Plans	2.2 (c) (ii)
	
	Participant	1.1
	
	Plan	1.1
	
	Retirement Plan	1.1
	
	Retirement Plan Benefit	2.2 (a)
	
	Subsection 5.8	2.2 (c) (iv)
	
	Supplemental Benefits	1.4 & 2.3
	
	Surviving Spouse	1.1
	
	UAL Companies	1.1




 

 

 

UNITED AIR LINES, INC.

SUPPLEMENTAL RETIREMENT PLAN

(As amended and restated

effective January 1, 1989)

SECTION 1

Introduction


     1.1     Purpose.    
The United Air Lines, Inc. Supplemental Retirement Plan (the "Plan") is
maintained by United Air Lines, Inc. (the "Company") for the purpose of
supplementing the retirement incomes payable under the United Air Lines,
Inc. Non-Union Ground Employees' Retirement Plan or any successor plan
(the "Retirement Plan") to certain employees of the Company who meet the
requirements of section 2.1 of this Plan (each a "Participant") or, if
any such employee dies, his surviving spouse, if any, to whom a pre-retirement
survivor benefit is payable under the Retirement Plan ("Surviving Spouse"),
as authorized by resolutions of the Company's Board of Directors adopted
on April 24, 1980, October 25, 1984, November 28, 1986, June 1, 1987, and
January 31, 1990. Except as otherwise provided in section 2.5, it is the
intent of this Plan to pay benefits only if a Participant's last employment
with the UAL Companies is with the Company. The "UAL Companies" (individually
a "UAL Company") are UAL Corporation (formerly named Allegis Corporation)
and all other companies that together with UAL Corporation are or have
been members of a controlled group of corporations as defined in §414(b)
of the Internal Revenue Code of 1986 ("IRC").

     1.2.     Effective Date.    
The Plan became effective January 1, 1987 (the "Effective Date") and is
amended and restated effective January 1, 1989.

     1.3.     Administration.    
The Plan will be administered by the Committee appointed by the Board of
Directors for the purpose of administering the Retirement Plan, currently
the Pension and Welfare Plans Administration Committee. In administering
this Plan the Committee will have all of the same rights, duties, obligations,
discretions, and protections it possesses in connection with the administration
of the Retirement Plan, except for any duty or obligation related to maintaining
this Plan as a qualified plan under the IRC.

     1.4.     Funding.    
Benefits payable under this Plan ("Supplemental Benefits") to or on account
of any Participant will be paid directly by the Company and will be reflected
on the books of the Company as a general unsecured and unfunded obligation
of the Company unless and until this Plan is amended to provide for a trust
or other method of Plan funding.

 

 








SECTION 2

Participation and Supplemental Benefits


     2.1.     Participation.    
A person will become a Participant in this Plan if he is a "Participant"
(as defined in the Retirement Plan) in the Retirement Plan on or after
the Effective Date and if he meets the eligibility requirements of section
2.2 of this Plan.

     2.2.     Eligibility for
Supplemental Benefits.     A Participant, or his Surviving
Spouse, will be eligible for Supplemental Benefits under the Plan if:

     (a)     On or after the
Effective Date, he becomes entitled to a Retirement Income Benefit, a Vested
Termination Benefit, a Pre-Retirement Survivor Benefit, or a Minimum Spouse's
Benefit, as the case may be, under the Retirement Plan (any such benefit
being hereafter referred to as a "Retirement Plan Benefit");
     (b)     Except as otherwise
provided in section 2.5 of this Plan, the Company is the last of the UAL
Companies for which the Participant worked before he ceased all employment
with the UAL Companies; and

 
              
(c)     Any one or more of the following is true with
respect to the Participant:

 

              
(i)     his Retirement Plan Benefit is reduced because
of the limits imposed by IRC §415 or any successor provision;
              
(ii)     he, at any time before or after the Effective
Date, participated in the United Air Lines, Inc. Management Incentive Plan,
the UAL Corporation Incentive Compensation Plan, or any predecessor plan
of either (the "Incentive Plans"), and payment of all or any portion of
any incentive award under the Incentive Plans that otherwise would have
been paid to him in a year (the "Entitlement Year") is instead deferred
until a later year (any such Award is hereafter referred to as a "Deferred
Incentive Award"), resulting in the exclusion of all or a portion of the
Deferred Incentive Award from the Earnings taken into account under the
Retirement Plan for the purpose of calculating a Retirement Plan Benefit;



                                                      
(iii)     he, at any time before or after the
Effective Date, deferred a portion of his compensation

 

pursuant to resolutions of the Company's Board of Directors adopted
on November 28, 1986 from the year during which it otherwise would have
been paid to him ("Entitlement Year") to a later year (any such deferred
compensation is hereafter referred to as a "Deferred Payment"), resulting
in the exclusion of all or a portion of the Deferred Payment from the Earnings
taken into account under the Retirement Plan in calculating a Retirement
Plan Benefit;
              
(iv)   his Retirement Plan Benefit is reduced because of the
application of subsection 5.8 (or any successor provision) of the Retirement
Plan ("Subsection 5.8") in the determination of his Accrued
Benefit under the Retirement Plan;

              
(v)   his Retirement Plan Benefit is reduced because the Company
elected to use Alternative IID provided in IRS Notice 88-131, I.R.B. 1988-52,
dated December 27, 1988, as it later may have been amended, supplemented,
or clarified (the "Alternative IID Limitation"); or

              
(vi)   his Retirement Plan Benefit is reduced because of the
limits imposed by IRC §401(a)(17) or any successor provision.



     2.3.     Amount of Supplemental
Benefits.     A Participant or his Surviving Spouse
will be entitled to monthly Supplemental Benefits payable under this Plan
in an amount equal to the excess of:

     (a)     The Retirement
Plan Benefit that would have been payable if (i) the amount of each Deferred
Incentive Award and each Deferred Payment, in each case if any, had been
included in the participant's Earnings under the Retirement Plan
for the Entitlement Year and (ii) such benefit had been determined without
regard to the limitations on such benefit imposed by IRC §415 and
§401(a)(17) or any successor provisions, without regard to Subsection
5.8, and without regard to the Alternative IID Limitation; over


     (b)     The Retirement Plan
Benefit that is payable.
     2.4.     Payment of Supplemental
Benefits.     The Supplemental Benefits payable to
a Participant or Surviving Spouse under this Plan will be paid in the same
manner and form, to the same person or persons (including beneficiaries
under the Retirement Plan), and at the same time as his or their
Retirement Plan Benefits; provided, however, that until the Retirement
Plan is amended to comply with those qualification requirements described
in Income Tax Regulations §1.401(b)-l(b)(2)(ii) (TRA '86) as contemplated
by Subsection 5.8 (the "Amendments"), no payments will be made under this
Plan with respect to a Participant who is a highly compensated employee
within the meaning of IRC §414(q)(1)(A) or (B) and who terminated
employment with the Company on or after January 1, 1989 unless the recipient
of such payments executes and delivers to the Committee such agreements
and documents as the Committee may reasonably request providing for repayment
to the Company of so much of such payments as is duplicative of payments
made retroactively by the Retirement Plan as a result of the Amendments.

     2.5.     Other Supplemental
Benefit Plans.     Notwithstanding anything to the
contrary in this Plan, if a Participant or Surviving Spouse is entitled
to both a Supplemental Benefit under this Plan and one or more similar
benefits under one or more supplemental benefit plans of any of the other
UAL Companies, then any such Supplemental Benefit due under this Plan will
be reduced to the extent necessary to ensure that the Participant or Surviving
Spouse does not receive aggregate supplemental benefits in excess of the
Supplemental Benefit that would be due under this Plan if all of the Participant's
employment and compensation with all of the UAL Companies had instead been
solely for the Company. If a person would have been a Participant
in this Plan but for his failure to meet the condition of section 2.2(b)
hereof that his last employment with the UAL Companies was for the Company,
and if he met any of the conditions of section 2.2(c) of this Plan during
his employment with the Company, and if none of the supplemental benefit
plans of any of the other UAL Companies pays him the Supplemental Benefit
he would have been entitled to under this Plan had he met the condition
of section 2.2(b), then this Plan will pay such Supplemental Benefit
based solely on his employment with the Company and, for vesting purposes
only, his service with the UAL Companies. In no event will this
section 2.5 be construed to provide a Supplemental Benefit, or reduce the
Supplemental Benefit payable hereunder as a result of that portion of any
Supplemental Benefits payable by any UAL Company, with respect to a Participant's
employment with any UAL Company during any period when such UAL Company
was not together with UAL Corporation a member of a controlled group of
corporations as defined in IRC §414(b.

     2.6     Benefit Payments
for Certain Participants.     Notwithstanding any other
provision in the Plan to the contrary, effective as of June 1, 2003, all
benefit payments shall cease with respect to:

(a)     former employees who terminated employment
prior to December 9, 2002; and
(b)     persons employed prior to December 9, 2002
who were placed on "on-call status" prior to December 9, 2002."


   SECTION 3











General Provisions

     3.1.     Employment Rights.    
The establishment of the Plan will not be construed to give any Participant
the right to be retained in the Company's service or to any benefits not
specifically provided by the Plan.

     3.2.     Interest Not Transferable.    
Except as to the withholding of any tax (including Social Security and
unemployment taxes, if applicable) under the laws of the United States
or any state, the interests of any Participant, Surviving Spouse, or beneficiary
under the Plan are not subject to the claims of their creditors
and may not be voluntarily or involuntarily transferred, anticipated, assigned,
alienated, encumbered, or subjected to attachment, garnishment, levy, execution,
or other legal or equitable process.

     3.3.     Incompetency.    
Any Supplemental Benefits payable hereunder to any person under a legal
disability or who in the judgment of the Committee is unable to properly
manage his financial affairs may be paid to the legal representative of
such person in any manner in which the Committee may select.

     3.4.     Gender and Number.    
Where the context admits, words in the masculine gender include the feminine
gender, the plural includes the singular, and the singular includes
the plural.

     3.5.     Controlling Law.     
To the extent not superseded by the laws of the United States, the laws
of Illinois will control in all matters relating to the Plan.

     3.6.      Successors.    
This Plan is binding on the Company and any successor to the Company, whether
such succession is by way of purchase, merger, consolidation, or otherwise.

     3.7.     Action by the
Company.     Any action required or permitted by the
Company will be by resolution of its Board of Directors or any person or
persons authorized by resolution of its Board of Directors.

     3.8.     Defined Terms.    
Terms used herein with initial capitalization that are not defined herein
or do not otherwise clearly have another meaning will have the meaning
given such terms in the Retirement Plan.

 






SECTION 4

Amendment and Termination


     While the Company expects to continue the Plan,
it reserves the right to amend the Plan from time to time or to terminate
the Plan, provided, however, that no amendment or termination may reduce
Supplemental Benefits that have already accrued to a Participant under
the Plan to the date of such amendment or termination or that would accrue
in the future under the Plan as a result of a Participant accumulating
additional years of Participation under the Retirement Plan (unless any
such reduction is compensated for by a corresponding and related increase
in such Participant's Retirement Plan Benefit), nor may the Plan be amended
to reduce or eliminate any Supplemental Benefit based on the difference
between (i) Retirement Plan Benefits determined without regard to IRC §415,
IRC §401(a)(17), or any successor provisions and (ii) Retirement Plan
Benefits.