AMENDMENT NO. 2 TO PETER D. MCDONALD SECULAR TRUST AGREEMENT
Exhibit
10.1
AMENDMENT
NO. 2
TO
XXXXX
X.
XXXXXXXX
THIS
AMENDMENT NO. 2 is made as of this 4th day of
June, 2007
to the Xxxxx X. XxXxxxxx Trust Agreement, dated September 29, 2006 (the
“Trust”), by and among UAL Corporation (the “Company”), Xxxxx X.
XxXxxxxx (the “Executive”) and The Northern Trust Company, as trustee
(the “Trustee”).
WHEREAS,
Section 9(a) of the Trust
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 in the manner described herein.
NOW
THEREFORE, the Company, the
Executive and the Trustee agree as follows:
1. Amendment
and Restatement of Section 2(g). Section 2(g) of the Trust shall
be amended and restated in its entirety to read as follows:
“(g)
If the
Trustee receives notice that the Executive is deceased, then any amounts
payable
to the Executive pursuant to the Trust shall instead be paid 100% to the
trustee
then acting under the Xxxxx X. XxXxxxxx Trust under Agreement dated June
9, 2005
(“2005 Living Trust”). Effective as of the date of this Agreement,
the Executive represents that (i) the Executive is the current trustee of
the
2005 Living Trust, and (ii) Xxxx XxXxxxxx is the named successor trustee
of the
2005 Living Trust. The Executive acknowledges and agrees that in the
event of the Executive’s death, The Northern Trust Company, as Trustee
hereunder, is entitled to conclusively rely on representations by Xxxx XxXxxxxx
as to her being the successor trustee of the 2005 Living Trust, and the
Executive further acknowledges and agrees that The Northern Trust Company,
as
Trustee, shall have no further duty of inquiry and shall be fully protected
in
making payments in the event of his death, based upon such notifications
and
representations. In the event that Xxxx XxXxxxxx’x death precedes the
death of the Executive, the Executive shall promptly provide the Trustee
with a
written certification of the person who shall replace Xxxx XxXxxxxx as the
successor trustee of the 2005 Living Trust. The Executive
acknowledges and agrees that the Trustee shall be entitled to conclusively
rely
on such certification from the Executive.”
IN
WITNESS WHEREOF, the parties have executed this Amendment No. 2 as of the date
first above written.
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Attest:
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UAL
CORPORATION
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/s/
Xxxxxxx Xxxxxx
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/s/
Xxxx X. Xxxxxxx
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Name: Xxxxxxx
Xxxxxx
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Name: Xxxx
X. Xxxxxxx
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Title: Paralegal
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Title: Senior
Vice President, General
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Counsel and Secretary
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Attest:
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THE
NORTHERN TRUST COMPANY,
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and
Trustee
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/s/
Xxxxxxx X. Xxxx
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By: /s/
Xxxxx X. Xxxxxxxx
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Name: Xxxxxxx
X. Xxxx
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Name: Xxxxx
X. Xxxxxxxx
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Title: Vice
President
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Title: Vice
President
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XXXXX
X. XXXXXXXX
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/s/ Xxxxx
X.
XxXxxxxx
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