Collective Bargaining Agreement

2005-2010

Convertible Notes: Exhibit B

Exhibit B
trust Agreement
IRREVOCABLE AFA TRUST

This irrevocable trust agreement, dated July 25, 2006, (this or the “Trust Agreement”) is by and between UAL Corporation, a Delaware corporation (“UAL”), United Air Lines, Inc., a Delaware corporation (“United”), and The Bank of New York, a New York bank corporation, as trustee (in such capacity, referred to in this Trust Agreement, together with its successors and assigns in such capacity, as the “Trustee”). All references to the term “Trust” in this Trust Agreement, unless otherwise stated, shall refer to the irrevocable trust established by the terms of this Trust Agreement, which trust shall be named the “Irrevocable AFA Trust.” UAL and United are sometimes collectively referred to herein as the “Company.”

WHEREAS, the Company and the Association of Flight Attendants – CWA (“AFA”) have entered into an agreement (the “Agreement”), attached hereto as Exhibit A, to modify the 2003 Flight Attendant Agreement effective in 2005;

WHEREAS, the Agreement and the plan of reorganization for the Company (the “Plan of Reorganization”) provide that UAL shall issue Twenty Million Dollars ($20,000,000) in original aggregate principal amount of convertible notes (the “Notes”) and shall contribute such Notes to a trust for the benefit of certain flight attendants that are or were in the service of United (“Eligible Flight Attendants”);

WHEREAS, UAL wishes to establish this Trust and to contribute to the Trust the Notes, subject to the claims of creditors in the event of Insolvency, as herein defined, until the Notes (or the proceeds realized upon sale of the Notes) are distributed to the Company for payment to or for the benefit of the Eligible Flight Attendants, in such manner and at such times as specified in the Letter of Agreement (the “Letter Agreement”), attached hereto as Exhibit B, by and among the Company and AFA dated the date hereof and Exhibit A thereto (the “Allocation Formula”);

WHEREAS, it is the intention of the parties that this Trust shall constitute for purposes of the Internal Revenue Code of 1986, as amended (the “Code”) an unfunded arrangement for the benefit of Eligible Flight Attendants;

WHEREAS, the benefit to be received by any Eligible Flight Attendant shall be determined by AFA, which benefit may be amended or modified by AFA at any time prior to distribution of assets in the Trust to the Company for distribution to Eligible Flight Attendants; and

WHEREAS, no Eligible Flight Attendant has any claim or right to the assets in the Trust or any portion of such assets.

NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of by Trustee as provided in this Trust Agreement.

ARTICLE 1
Establishment of the Trust

1.1 Intent of Trust. UAL hereby establishes the Trust and funds the Trust with the Notes prior to the sale of the Notes. The Trust shall sell the Notes to Goldman, Sachs, & Co. for $19.8 million under the terms of the purchase and sale agreement attached hereto as Exhibit C (the “Sale Transaction”). This amount, and all earnings on Trust assets, shall be held in trust, subject to the claims of the creditors of UAL and United in the event of Insolvency, as defined in Section 3.1 of this Trust Agreement, until (i) distributed for the payment of fees, expenses and taxes, (ii) distributed to the Company for payment to the Eligible Flight Attendants, or (iii) forfeited to UAL because the Company will contribute an equal amount on behalf of Eligible Flight Attendants to the United Air Lines Flight Attendant 401(k) Plan (the “Plan”), all in such manner and at such times as specified in the Letter Agreement and Article 2. The Trust is intended to be a grantor trust, of which UAL is the grantor, within the meaning of subpart E, part I, subchapter J, Chapter 1, subtitle A of the Code, and shall be construed accordingly.

1.2 Funding. UAL shall fund the Trust by depositing with the Trustee the Notes. Such Notes, and the proceeds realized upon sale of such Notes, shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in the Trust Agreement.

1.3 Irrevocability of Trust. The Trust shall be irrevocable. Except as expressly provided in Articles 2 and 3, the Company shall have no right, title, or interest in the income or principal of the Trust.

1.4 Trust Principal and Earnings. The principal of the Trust, and any earnings thereon, shall be held separate and apart from the funds of the Company and shall be used for the uses and purposes of the Eligible Flight Attendants and general creditors as set forth in this Trust Agreement. Eligible Flight Attendants shall have no claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Agreement, the Plan of Reorganization, the Letter Agreement and this Trust Agreement shall be mere unsecured contractual rights against United and UAL. Any assets held by the Trust will be subject to the claims of the general creditors of United and UAL under federal and state law in the event of Insolvency, as defined in Section 3.1 of this Trust Agreement.

ARTICLE 2
Payments to Plan Participants and their Beneficiaries

2.1 Distribution of Trust Assets. The assets of the Trust shall only be distributed (i) to pay the fees, costs and expenses of the Trustee incurred in administering the Trust (including the reasonable fees of its agents and counsel) following five (5) days notice to AFA and the Company, (ii) to pay the fees and expenses of Athena Advisory Group, LLC upon written direction from AFA to the Trustee, (iii) to pay the Company's portion of payroll taxes, if any, on the income generated by Trust assets and distributed as direct cash payments to Eligible Flight Attendants (“Company Taxes”), (iv) to fund the Company’s payments to Eligible Flight Attendants (including any and all withholding taxes with respect to such payments), in accordance with the Allocation Schedule, or (v) to forfeit funds to UAL provided that the Company contributes an equal amount of cash to the Plan for the benefit of Eligible Flight Attendants in accordance with the Allocation Schedule and directions provided to the Company by AFA. Following consultation with the Company, AFA will provide a written payment notice (a “Payment Notice”) to the Company and the Trustee prior to 1:00 p.m., New York time, on the business day immediately preceding the date on which the Trustee is required to distribute funds to the Company for one of the purposes described in the preceding sentence. The Payment Notice shall specify the gross amount to be distributed to the Company by the Trustee (a “Distribution Amount”), the date by which such distribution should be made, and any relevant instructions for the funds. The Distribution Amount shall include (i) the aggregate amount to be paid directly to all Eligible Flight Attendants (the “AFA Employee Payments”), (ii) the aggregate amount of all federal, state, FICA and local withholding taxes, if any, with respect to each AFA Employee Payment (collectively the “Withholding Tax Amount”), (iii) the Company Taxes, if any, and (iv) the aggregate amount deemed forfeited to UAL because the Company will contribute, in the aggregate, an amount equal thereto to the Plan for the benefit of Eligible Flight Attendants.

2.2 Holdback. At all times prior to the final determination of payments as described in Section 2.3, unless otherwise instructed in writing by AFA (following consultation with the Company), the Trustee shall ensure that it has retained a holdback of cash in an aggregate amount equal to One Million Dollars ($1,000,000.00) (the “Holdback Amount”). The Holdback Amount shall be used as a holdback until AFA has determined that all Eligible Flight Attendants have been identified and have received the distributions determined by AFA.

2.3 Final Determination of Distributions; Termination. The identification of all Eligible Flight Attendants, and the determination of the amounts payable to all Eligible Flight Attendants, shall be determined by AFA, subject to the Company's authority to determine the Withholding Tax Amount for each Eligible Flight Attendant. The first to occur on February 25, 2007 or the complete distribution of the Trust assets in accordance with the Letter Agreement as in effect on the date hereof shall be the “Bookkeeping Close Date.” Upon the Bookkeeping Close Date, following reasonable advance notice to the Company, and after the payment of all expenses associated with the Trust, including, without limitations, the fees, costs and expenses incurred by the Trustee in administering the Trust (including the reasonable fees of its agents and counsel), but no later than March 1, 2007, the Trust shall terminate and the Trustee shall distribute any remaining assets of the Trust, including all earnings on Trust assets, to the Company for the payment of all Taxes and for distribution to or for the benefit of the Eligible Flight Attendants as directed by AFA.

ARTICLE 3
Trustee Responsibility Regarding Payments
When the Company Is Insolvent

3.1 Insolvency of UAL. The Trustee shall not make any distributions if either United or UAL is determined by the Trustee to be Insolvent under the terms of Section 3.3 below. United or UAL shall be considered “Insolvent” for purposes of this Trust Agreement if (i) such company is unable to pay its debts as they become due, or (ii) such company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code (each, an “Insolvency”).

3.2 Change of Control of UAL. In the event of a Change of Control of UAL, the successor entity shall inure to UAL’s rights and obligations under the Trust. A Change of Control shall be defined as any of the following:

(i)

Change in Ownership of UAL. Any one Person, or more than one Person Acting as a Group, acquires ownership of stock that, together with stock held by such Person or Group, constitutes more than 50% of the total fair market value or total voting power of the stock of UAL. Notwithstanding the foregoing, for purposes of this paragraph, if any one Person, or more than one Person Acting as a Group, is considered to own more than 50% of the total fair market value or total voting power of the stock, the acquisition of additional stock by the same Person or Persons is not considered to cause a Change in Control.

(ii)

Change in Effective Control. (A) Any one Person, or more than one Person Acting as a Group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) ownership of stock of UAL possessing 35% or more of the total voting power of the stock of UAL; or (B) A majority of the members of UAL's Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of UAL’s Board of Directors before the date of the appointment or election.

Notwithstanding the foregoing, for purposes of this paragraph, if any one
Person, or more than one Person Acting as a Group, is considered to effectively
control UAL, the acquisition of additional control of UAL by the same Person or
Persons is not considered to cause a Change in Control.

(iii)

Change in Ownership of a Substantial Portion of Assets. Any one Person, or more than one Person Acting as a Group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) assets from UAL that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of UAL (including capital stock of United) immediately prior to such acquisition or acquisitions. For purposes of this paragraph, “gross fair market value” means the value of the assets of UAL, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Notwithstanding the foregoing, a transfer of assets by UAL is not treated as a Change in Control if the assets are transferred to: (A) a shareholder of UAL (immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by UAL; (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of UAL; or (D) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of UAL.

(iv)

“Person” and “Acting as a Group” (A) For purposes of this Section, “Person” shall have the meaning set forth in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended. (B) For purposes of this Section, Persons will be considered to be “Acting as a Group” if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock or assets, or similar business transaction with UAL. If a Person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock or assets, or similar transaction, such shareholder is considered to be Acting as a Group with other shareholders in a corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation. Notwithstanding the foregoing, Persons will not be considered to be Acting as a Group solely because they purchase or own stock or assets of the same corporation at the same time, or as a result of the same public offering.

3.3 Principal and Income Subject to Claims of Creditors. At all times during the continuance of this Trust, as provided in Section 1.4 hereof, the principal and income of the Trust shall be subject to claims of the general creditors of United and UAL under federal and state law in the event of Insolvency as set forth below in this Section 3.3. The Company shall be deemed to be Insolvent for all purposes of this Trust Agreement only if the Trustee has actual knowledge of either UAL’s or United's Insolvency or the Trustee has received written notice from the chief executive officer or chief financial officer of UAL or United that either entity is Insolvent.

(a)	Duty to Inform. The chief executive officer of UAL shall have the duty to inform the Trustee in writing of the Insolvency of United or UAL. Unless the Trustee has actual knowledge that either UAL or United is Insolvent, if a person claiming to be a creditor of either United or UAL alleges in writing to the Trustee that either company has become Insolvent, the Trustee shall request that the chief executive officer of UAL inform the Trustee in writing whether or not either United or UAL is Insolvent, and the chief executive officer of UAL shall promptly respond in writing to such request.
(b)	No Duty to Inquire. Unless the Trustee has actual knowledge of the Insolvency of United or UAL, or has received written notice from the chief executive officer or chief financial officer of United or UAL that either entity is Insolvent, the Trustee shall have no duty to inquire whether United or UAL is Insolvent. In the absence of actual knowledge on the part of the Trustee of such Insolvency, the Trustee may in all events rely on such evidence concerning United’s and UAL’s solvency or Insolvency as may be furnished to the Trustee by UAL to make a determination concerning United’s or UAL’s solvency or Insolvency and such conclusion on the part of the Trustee shall be deemed binding and conclusive.
(c)	Discontinuance of Payments. If at any time the Trustee has determined that United or UAL is Insolvent under this Section 3.3, the Trustee shall not make any distributions from the Trust and shall hold the assets of the Trust for the benefit of the general creditors of United and UAL unless and until the Trustee determines that both UAL and United are no longer Insolvent pursuant to paragraph (d) of this Section 3.3.
(d)	Resumption of Payments. In the event the Trustee discontinues payments under paragraph 3.3(c) above, the Trustee shall periodically request a written statement from the chief executive officer of UAL stating whether UAL or United remains Insolvent. In the absence of actual knowledge on the part of the Trustee of such Insolvency, the Trustee may rely on such statement by UAL in determining whether UAL or United remains Insolvent and such determination by the Trustee shall be deemed binding and conclusive. The Trustee shall resume distributions in accordance with Section 2.1 of this Trust Agreement only after the Trustee has determined that United and UAL are not Insolvent (or are no longer Insolvent) under this paragraph.

3.4 Sufficiency of Trust Assets. Provided that there are sufficient assets, if the Trustee discontinues distributions pursuant to Section 3.3 of this Trust Agreement and subsequently resumes such distributions, the first distribution following such discontinuance shall include the aggregate amount of all distributions due the Company pursuant to a Payment Notice.

3.5 Payments to Trustee During Insolvency. Notwithstanding anything herein to the contrary, during any period in which or any time at which UAL or United is determined to be Insolvent as provided herein, the Trustee shall be entitled to payment and reimbursement from the Trust assets for the fees, costs and expenses incurred by the Trustee in administering the Trust (including the reasonable fees of its agents and counsel) that would otherwise be payable to the Trustee were UAL or United not Insolvent.

ARTICLE 4
Payments to Company

Except as provided in Articles 2 and 3 hereof, the Company shall have no right or power to direct Trustee to return to the Company or divert to others any of the Trust assets.

ARTICLE 5
General Trustee Provisions

5.1 Resignation of a Trustee. A Trustee may resign at any time by written notice to the Company and AFA, which resignation shall be effective twenty (20) days after receipt of such notice unless the Company, AFA and the Trustee otherwise agree; provided, however, that the Trustee may resign at any time if the Trustee concludes, in its reasonable judgment, that compliance with a direction submitted to the Trustee under the terms of this Trust Agreement would subject the Trustee to financial liability which, in the Trustee’s reasonable judgment, is not adequately indemnified by the Trust, and such resignation shall be effective immediately upon such notice and such notice shall relieve the Trustee of any obligation to exercise any of the rights, powers or duties vested in it by the Trust Agreement at the request or direction of any party hereto or AFA. The Trustee's death or incapacity which prevents the Trustee from performing his duties hereunder shall be deemed a resignation as of the date of death or incapacity. AFA shall determine if the Trustee is incapacitated, subject to the reasonable approval of the Company.

5.2 Replacement of Trustees.

(a)

If the Trustee resigns, a successor shall be appointed, in accordance with Article 5 hereof, by the effective date of resignation or as soon thereafter as is reasonably practicable. If no appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be paid from the assets of the Trust.

(b)

If a Trustee submits a notice of resignation, AFA may, in its reasonable judgment, appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon the effective date of the Trustee’s resignation; provided, however, that if AFA fails to appoint a successor trustee within ten (10) calendar days after the date the Trustee submits a notice of resignation, the Company shall have the right to appoint a successor trustee. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all the rights and powers of the former Trustee. The former Trustee shall execute any instrument necessary or reasonably requested by AFA, the Company or the successor Trustee to evidence the transfer.

5.3 Successor Trustee Liability. The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Article 6 hereof. The successor Trustee shall not be responsible for any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes a successor Trustee.

5.4 Transfer of Assets. Upon resignation of the Trustee and appointment of a successor Trustee, all assets shall be subsequently transferred to the successor Trustee. The transfer shall be completed within thirty days after the effective date of resignation, unless the Company and AFA jointly extend the time limit.

5.5 Accountings. The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions, including such specific records as shall be agreed upon in writing between the Company, AFA and the Trustee. Within thirty (30) days after (i) the end of each calendar year, (ii) the resignation of the Trustee, and (iii) termination of the Trust, the Trustee shall deliver to the Company and AFA a written account of its administration of the Trust during the duration of the Trust or the term of the Trustee, as applicable, setting forth all investments, receipts, disbursements, and other transactions effected by the Trustee, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities, and other property held in the Trust at the termination of the Trust or as of the date of resignation, as the case may be.

5.6 Certain Duties and Responsibilities.

(a)	The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Trust Agreement, and no implied covenants or obligations shall be read into this Trust Agreement against the Trustee; and, in the absence of gross negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon statements or directions furnished to the Trustee and conforming to the requirements of this Trust Agreement; but in the case of any such statements or directions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Trust Agreement.
(b)	For all purposes of this Trust Agreement, any application, request or direction on the part of AFA to the Trustee to do, perform or take any act, or omit to take any act, shall be deemed to be appropriately given under the terms of this Trust Agreement if such application, request or direction is in writing, sent to the Trustee per the notice provisions set forth in Section 7.7, and signed by both of Patricia A. Friend, International President, Association of Flight Attendants-CWA, AFLCIO and Gregory E. Davidowitch, President, United Master Executive Council, Association of Flight Attendants-CWA, AFLO-CIO, or their duly elected successors.
(c)	No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its own gross negligent action, its own gross negligent failure to act, or its own willful misconduct, except that the Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and
(d)	No provision of this Trust Agreement shall require the Trustee to expend its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

ARTICLE 6
The Trustee’s Powers

6.1 General Powers. The Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to lend to any person the proceeds of any borrowing against such policy. Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.

6.2 Compensation. All fees and expenses of the Trustee shall be paid from the Trust as administrative expenses of the Trust, including, as necessary, out of the Holdback Amount.

6.3 Compromise and Settlement. The Trustee may compromise, settle, or adjust any claim or demand by or against the Trust and may agree to any rescission or modification of any contract or agreement to which the Trust is a party, provided that no such compromise, settlement, or adjustment may be inconsistent with this Trust Agreement or the Letter Agreement.

6.4 Sale Transaction. The Trustee shall execute all documents, and undertake all actions, necessary to complete the Sale Transaction. The Trustee shall have no obligation, discretion, authority or power to review, assess or revise the Sale Transaction or to take any action with respect to the Notes other than the completion of the Sale Transaction.

6.5 Investment Powers in General. The Trustee may only invest and reinvest Trust assets in any combination of the following investments:

(a)	Marketable obligations of, or fully and directly guaranteed by, the United States, which obligations have a maturity of not more than ninety (90) days; and
(b)	Money market funds registered under the Investment Company Act of 1940, as amended from time to time, the portfolios of which are limited to Government Securities (as defined therein).

6.6 Disposition of Income. During the term of this Trust, all income received by the Trust, net of all fees and expenses paid by the Trust, shall be accumulated, reinvested and distributed in accordance with Article 2 of the Trust.

6.7 No Investment in Company Securities. In no event may the Trustee invest in securities (including stock or rights to acquire stock) issued by the Company, other than de minimis amounts held in common investment vehicles in which the Trustee invests. All rights associated with assets of the Trust shall be exercised by the Trustee or the person designated by the Trustee, and shall in no event be exercisable by or rest with the Eligible Flight Attendants.

6.8 Use of Advisors. The Trustee may consult with legal counsel and financial consultants (who may also be counsel or consultants to the Company or AFA generally) with respect to any of its duties or obligations under this Trust Agreement. The Trustee may retain agents, accountants, actuaries, investment advisors, financial consultants, or other professionals to assist it in performing any of its duties or obligations under this Trust Agreement, and all reasonable fees and expenses of such professionals shall be paid from the assets of the Trust.

6.9 Indemnification. The Trust from its own assets shall indemnify and hold harmless the Trustee, its agents, employees, counsel, financial advisors and representatives (each, an “Indemnified Person”) from any and all losses, damages, fines, penalties, taxes, expenses, claims, lawsuits, or administrative charges of any sort whatsoever (including reasonable attorney’s fees and costs arising in connection with the investigation and defense of any such matter) relating to, concerning or connected with the administration or implementation of this Trust Agreement (any such event, a “Claim”), except to the extent that a Claim against an Indemnified Person is finally determined by a court of competent jurisdiction to have resulted from the gross negligence, fraud or willful misconduct of such Indemnified Person.

ARTICLE 7
Definitions and General Provisions

7.1 Amendment. This Trust Agreement may only be amended by a written instrument executed by the Trustee and the Company, and approved in writing by AFA.

7.2 Prohibited Law. Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition without invalidating the remaining provisions of this Trust Agreement.

7.3 Spendthrift Clause. Any beneficial interest under this Trust Agreement, if any, may not be anticipated, assigned (either at law or in equity), alienated, pledged, or encumbered by an Eligible Flight Attendant or any other person. For the avoidance of doubt, this provision shall not be construed to prohibit the payment of Trust assets through the Company to the estate of an Eligible Flight Attendant or other designated beneficiary who dies prior to a distribution hereunder.

7.4 Rules of Interpretation. Unless the context requires otherwise, words denoting the singular may be construed as denoting the plural, and words of the plural may be construed as denoting the singular. Words of one gender may be construed as denoting that gender or the other gender as is appropriate within such context.

7.5 Consultation. Whenever an action by AFA requires prior consultation between AFA and the Company, such requirement shall be deemed fulfilled if (i) the parties agree that consultation has concluded or (ii) AFA has provided the Company with written notice and five (5) business days to consult with AFA concerning the matter under consultation before issuing directions to the Trustee. The Trustee shall have no power, responsibility or obligation to inquire into the nature of such consultation.

7.6 Beneficiary Designation. In the event of an Eligible Flight Attendant’s death prior to the distribution of Trust assets under the Trust, the funds that would have been otherwise payable to the Eligible Flight Attendant through the Company shall be payable by the Company to the Eligible Flight Attendant’s estate or other designated beneficiary.

7.7 Notices. Any notice or other communication given under the terms of this Trust Agreement must be in writing and shall be deemed to have been duly given on the day it is delivered by hand, on the day it is sent by facsimile with confirmation of receipt by the transmitting machine, on the business day after it is sent by a national overnight mail service (delivery charge prepaid), or on the third business day after it is mailed first class, postage prepaid, in any case to the following addresses:

If to the Trustee:	The Bank of New York Corporate Trust Division 101 Barclay Street – Floor 8W New York, New York 10286 Attention: Jeremy Finkelstein Facsimile: 212-815-5704
with copies to:	McDermott Will & Emery LLP 227 West Monroe Street, Suite 4400 Chicago, Illinois 60606 Attention: Michael L. Boykins, Esq. Facsimile: 312-984-7700
If to United or UAL:	UAL Corporation United Air Lines, Inc. 1200 East Algonquin Road Elk Grove Township, Illinois 60007 Attention: Treasurer Facsimile: 847-700-4099
with copies to:	Kirkland & Ellis LLP 200 East Randolph Drive Chicago, Illinois 60601 Attention: R. Scott Falk, P.C. Facsimile: 312-861-2200
If to AFA:	Association of Flight Attendants-CWA One O’Hare Center Suite 4020 6250 N. River Road Rosemont, Illinois 60018 Attention: President, UAL Master Executive Council

or to such other address or to such other person as any party shall have last designated by written notice provided to the other parties in the manner set forth in this paragraph.

7.8 Headings of Articles, Sections, and Paragraphs. The headings of articles, sections, and paragraphs used within this agreement are included solely for the convenience and reference of the reader. They shall have no significance in the interpretation or construction of this agreement.

7.9 Applicable State Law. The Trust Agreement shall be governed by the laws of the State of Delaware without regard to that state's choice of law doctrine. 7.10 Effective Date. The effective date of this Trust Agreement shall be July 25, 2006.

UAL CORPORATION
By: _______________________________
Name: Frederic F. Brace
Its:    Executive Vice President and Chief Financial Officer

UNITED AIR LINES, INC.
By: _______________________________
Name: Frederic F. Brace
Its:    Executive Vice President and Chief Financial Officer

THE BANK OF NEW YORK, not in
its individual capacity but solely
as Trustee of the Trust
By: _______________________________
Name: Jeremy Finkelstein
Its:     Authorized Signatory