Exhibit 10.2


 


AMENDMENT NO. 3


TO


PETER D. MCDONALD


SECULAR TRUST AGREEMENT


 


THIS AMENDMENT NO. 3 is made as of this 15th
day of May, 2008 to the Peter D. McDonald Trust Agreement, dated September 29,
2006, as previously amended on March 12, 2007, and June 4, 2007 (the “Trust
Agreement”), by and among UAL Corporation (the “Company”), Peter D. McDonald
(the “Executive”) and The Northern Trust Company, as trustee (the “Trustee”).


 


WHEREAS, Section 9(a) of the Trust
Agreement authorizes its amendment by a written instrument executed by the
Company, the Executive and the Trustee; and


 


WHEREAS, the parties hereto wish to amend the
Trust Agreement in the manner described herein.


 


NOW THEREFORE, the Company,
the Executive and the Trustee agree as follows:


 


1.             Amendment of Section 1(a).  Section 1(a) of the Trust Agreement
shall be amended by inserting the following text at the end thereof:


 


“As
soon as practicable following the date of the amendment to this Agreement,
dated as of May 15, 2008 (the “Amendment”), and in no event more than 30
days thereafter, the Company shall pay to the Trustee an additional amount
equal to $820,000, which payment shall effect an irrevocable transfer and
conveyance of all of the Company’s legal title and ownership in and to such
funds.  Following the date of such
transfer, such additional amount, together with any other funds then held by
the Trust, shall become the principal of the Trust to be held, administered and
disposed of by the Trustee as provided in this Agreement.  Following the date of such transfer, for
purposes of this Agreement, all references to the “Trust Fund” shall include
all property then held by the Trustee hereunder, including any portion of such
additional $820,000 amount then held by the Trustee.  For the avoidance of doubt, the parties
hereto agree that the Trustee shall have no duty or responsibility to collect
any payments the Company is obligated to make to the Trust.  In the event the Company fails to make a
obligatory payments to the Trust, the Executive shall be solely responsible to
enforce such payment obligation.”


 


2.             Amendment and
Restatement of Section 2(b).  Section 2(b) of
the Trust Agreement shall be amended and restated in its entirety to read as
follows:


 


“(b) As
provided in Section 3(e) of the Employment Agreement, the Executive’s
rights with respect to 100% of the portion of the Trust’s principal then held
by the Trust shall become vested on February 1, 2009 (the “Vesting Date”),
provided that (A) the Executive’s rights with respect to all of the Trust’s
principal may become vested prior to the Vesting Date and (B) the
Executive may forfeit his rights with respect to the unvested portion of the
Trust’s principal, in each case as provided in Section 3(e) of the
Employment Agreement and Section 2(d) of this Agreement.  The Trustee shall have no duty to review the
Employment Agreement and may conclusively rely on the written determinations of
the Company and the Executive (which in both cases shall be made in good faith)
with respect to the applicability of the Employment Agreement to the terms of
this Agreement in the manner set forth in Section 2(d) of this
Agreement.”


 


3.             Amendment and
Restatement of Section 2(c).  Section 2(c) of
the Trust Agreement shall be amended and restated in its entirety as follows:


 

















 


“(c) Unless
the Executive or the Company has provided written notice to the Trustee of the
termination of the Executive’s employment prior to a Vesting Date in accordance
with Section 2(d), or the Company has provided written notice to the Trust
of the accelerated vesting of the Executive’s rights with respect to some or
all of the Trust’s principal in accordance with Section 2(f), the portion
of the Trust’s principal with respect to which the Executive’s rights have
become vested shall be paid in full to the Executive in a single lump-sum cash
amount within 30 days following the applicable Vesting Date.”


 


IN
WITNESS WHEREOF, the parties have executed this Amendment No. 3 as of the
date first above written.


 


	
  Attest:

  	
   

  	
  UAL
  CORPORATION

  
	
   

  	
   

  	
   

  
	
  /s/
  Deborah S. Porter

  	
   

  	
  By:

  	
  /s/
  Paul R. Lovejoy

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Deborah
  S. Porter

  	
   

  	
  Name:

  	
  Paul
  R. Lovejoy

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Assistant
  Corporate Secretary

  	
   

  	
  Title:

  	
  Senior
  Vice President,

  
	
   

  	
   

  	
   

  	
   

  	
  General
  Counsel and Secretary

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
  THE
  NORTHERN TRUST COMPANY, 

  
	
   

  	
   

  	
  as
  Trustee

  
	
   

  	
   

  	
   

  
	
  /s/
  J. E. Clark Delanios

  	
   

  	
  By:

  	
  /s/
  David M. Cyganiak

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  J.E.
  Clark Delanios

  	
   

  	
  Name:

  	
  David
  M. Cyganiak

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Senior
  Vice President

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PETER
  D. MCDONALD

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Peter D. McDonald

  
								



 


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