Amendment No. 3 to Glenn F. Tilton Secular Trust Agreement No. 1 by UAL Corporation, Glenn F. Tilton, and The Northern Trust Company

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Summary

This amendment updates the Glenn F. Tilton Trust Agreement No. 1 between UAL Corporation, Glenn F. Tilton, and The Northern Trust Company. It clarifies how and when trust assets will be distributed to Mr. Tilton, specifying that unless there is a forfeiture or dispute, the trust will be paid to him in cash or other property as directed, on the first business day of January following either September 2, 2003, or his employment termination. All parties have agreed to this change as of December 31, 2003.

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EX-10.54 9 tilone.htm _____ Amendment
Exhibit 10.54

 
  Amendment No. 3
to
Glenn F. Tilton Secular Trust Agreement No. 1

THIS AMENDMENT NO. 3 is made as of this 31st day of December, 2003 to the Glenn F. Tilton Trust Agreement No. 1 dated September 5, 2002 (the "Trust") by and among UAL Corporation (the "Company"), Glenn F. Tilton (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 clarify the terms of the Trust regarding the form of distribution to the Executive.

NOW, THEREFORE, the Company, Executive and Trustee agree as follows:
1.     Section 2(d) of the Trust is amended and restated to read as follows:
        "(d) In the event that the Trustee has not been provided written notice, as provided in Section 2(c) above, that there has occurred a forfeiture, or that there is a dispute with respect to a notice, the Trust Fund will be paid in full to Executive in cash or, if directed by Executive, in other property or partly in cash and partly in other property as of the first business day of January next following the earlier of September 2, 2003 or the Executive's termination of employment."

IN WITNESS WHEREOF, the parties have executed this Amendment No. 3 as of the date first above written.
Attest:
/s/ Marian Durkin 		 UAL CORPORATION
By: /s/ Paul R. Lovejoy 
Name: Marian Durkin  Name: Paul R. Lovejoy
Title: Vice President and 
        Deputy General Counsel		 Title: Senior Vice President 
        General Counsel and Secretary

Attest:
/s/ James R. Jacobsen
THE NORTHERN TRUST COMPANY, as Trustee
By: /s/ Scott G. Borton 
Name: James R. Jacobsen  Name: Scott G. Borton 
Title: Second Vice President  Title: Vice President 
 
GLENN F. TILTON
/s/ Glenn F. Tilton