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New 18% Paycut For Pilots

Bear96 said:
The pilots have given BIG TIME--

... it is NOT fair for other groups to downplay what the pilots gave up in the first round and what they are giving now.

...Some F/As (and probably other work groups as well) have made up their minds that there are secret deals and conspiracies going on, and I don't think there is much you can do to change their opinion. However, I for one appreciate your explanations and am learning from them.
[post="229636"][/post]​

Thanks Bear. Your words are appreciated. I have to remind myself every now and then that pilot bashers like sapcewaitress are not the norm.

I hope your representatives can reach an agreement that will affect your group as little as possible. (Least worst??) Imposition by the judge will inevitably be worse. I don't wish pain on anyone, but it's coming one way or another. There is something to be said for choosing your own poison.

Good luck!
 
mrfish3726 said:
No matter how big a hit the pilot group is taking, it will still not effect them the way it is going to effect the other employee groups. Big difference in ANY kind of 6 figure salary compared to wages that will be dating back to the MID 80'S.

[post="229652"][/post]​

Fish you are so shamefully transparent it's pathetic. I think most people around here can see right through your attempts to stir the pot.

As for the 6 figure salaries, that has been long gone for most of us. And now we will be 15% farther away from that mark. I'll let you do the math, if you're capable. Our slalaries will date back far before the mid 80's as you say. The more you type, the more you demonstrate your ignorance.
 
So what your saying then 767JETZ is that MRFISH is making MORE than a UniTED pilot??? Show us the numbers, you break it down and let us ALL be the judge as to who is still getting the 6 figure salary????

Here is the pay scale at F9 for the pilot ranks:

Pilots Pay Scale

Captains
Longevity 5/1/01 8/1/02 5/1/03 5/1/04
1st 84,341 89,085 91,759 103,328
2nd 85,084 89,871 92,567 104,241
3rd 88,928 93,931 96,749 108,950
4th 93,926 99,210 102,187 115,072
5th 100,396 106,044 109,226 122,998
6th 102,639 108,414 111,667 125,747
7th 104,609 110,495 113,810 128,161
8th 107,016 113,037 116,427 131,110
9th 108,929 115,057 118,509 133,453
10th 110,854 117,091 120,604 135,812
11th 112,813 119,159 122,736 138,211
12th 114,807 121,264 124,907 140,653

First Officers
Longevity 5/1/01 5/1/02 5/1/04 5/1/04
1st 37,953 40,089 41,291 46,498
2nd 46,796 49,429 50,912 57,333
3rd 53,357 56,358 58,049 65,371
4th 56,356 59,526 61,312 69,043
5th 60,238 63,626 65,536 73,799
6th 61,583 65,048 67,000 75,449
7th 62,765 66,297 68,286 76,896
8th 64,210 67,822 69,856 78,666
9th 65,357 69,035 71,105 80,072
10th 66,512 70,254 72,362 81,487
11th 67,688 71,496 73,642 82,927
12th 68,884 72,759 74,944 84,392

Now show us yours and lets make that comparison PLEASE!!!!!!


Borescope here is the Mechanic Compensation for you to compare to your concessions:


Mechanics and Related Jobs

Aircraft/Shop Technicians Year of Service Rate Effective 7/04
Start 16.50
90 Days 17.30
1 yr 18.25
2 yrs 19.30
3 yrs 20.30
4 yrs 21.45
5 yrs 22.55
6 yrs 24.40
7 yrs 25.45
8 yrs 26.65
9 yrs 27.75
10 yrs 28.95

Tool Room Attendants Year of Service Rate Effective 7/04
Start 12.03
90 Days 12.57
1 yr 12.86
2 yrs 13.51
3 yrs 14.19
4 yrs 14.90
5 yrs 15.49
6 yrs 16.60
7 yrs 17.26
8 yrs 17.95
9 yrs 18.84
10 yrs 19.60

Ground Service Technicians Year of Service Rate Effective 7/04
Start 15.43
90 Days 15.89
1 yr 16.50
2 yrs 17.03
3 yrs 17.80
4 yrs 18.50
5 yrs 19.21
6 yrs 19.96
7 yrs 20.74
8 yrs 21.54
9 yrs 22.38
10 yrs 23.25

GSE's are only eligible for the Master Mechanic Licence Premium, as shown below

License Premium Rates Premium
A License 1.20
P License 1.20
FCC License 1.20
Master Mechanic License (GSE's Only) 1.00
Technicians Repairman Certification 1.20
Machinist Certification 2.40
Welder Certification 2.40
Maximum License Premium 2.40

Shift and Line Premium Rates Premium
Swing Shift Premium .35
Graveyard Shift Premium .50
Line Premium .15

Position Premium Rates Premium
Lead 1.35
Inspector 1.35

AC Cleaner/MX Cleaner Year of Service Rate Effective 7/04
Start 10.00
6 Months 10.30
1 yr 10.72
2 yrs 11.07
3 yrs 11.60
4 yrs 12.06
5 yrs 12.54
6 yrs 13.04
7 yrs 13.57

There you GO, SO show us your chart now 767JETZ???????
 
767jetz said:
Thanks Bear. Your words are appreciated. I have to remind myself every now and then that pilot bashers like sapcewaitress are not the norm.

I hope your representatives can reach an agreement that will affect your group as little as possible. (Least worst??) Imposition by the judge will inevitably be worse. I don't wish pain on anyone, but it's coming one way or another. There is something to be said for choosing your own poison.

Good luck!
[post="229664"][/post]​
firstly i highly doubt bear is a flight attendant... unless he /she is dating or in the market to be a pilot... secondly, it's a forgotten fact that your givebacks are based on and taken from a hefty raise post 2000 and we have not had a decent raise in many years , the 1996-2006 agreement 6% total increase debacle is our starting point, easy math will tell you thats 0.6% a year for ten years, hardly a liveable wage. what was your raise post summer of 2000, 37%???
and if you truly heard the feelings of most fa's about who your peers see to first foremost and last is yourselves..... hard to get around that for us
if you don't believe me, ask around....
or live with the fact that the help may bring down the whole house of cards, despite your best layed plans and dirty back room deals

i think what galls us the most is your constant chiding that in some way we are too
naieve, illiterate or ignorant to judge for ourselves what is best for us and how to best fight our battles , as if we were some noble group of savages to be tolerated and have our best interests looked to by the great white fathers at alpa
sorry but the truth is that is where we find ourselves at this time and place in our collective lives...
 
boeing787 said:
Either we take the cuts and the pain or we don't have an airline nor jobs and we lose to the other guys. No choice here folks. You can #### all you want...live to fight another time. We DON"T have a say.
[post="199404"][/post]​

The union leadership and the members have absolutely no spine to fight management.The pay and benefits at legacy carriers are fast becoming lower paying than non-union jobs.We airline employees as a group get what we deserve because we are not willing to FIGHT for maintaining good pay and benefits.
The unions are doing one thing very well now which is driving down the standard of living for ALL airline employees! It will be just a matter of time and SWA will have to ask their employees for concessions because of what all the other unions are allowing now.Currently they have good pay and benefits and are earning profits but legacy carriers are going to have such CHEAP LABOR that even SWA won't be able to compete.
Everyone keep up the charity towards airline management and pretty soon we will all be able to afford to work at Wal-Mart.Merry Christmas!
 
well it must be a liveable wage since all the union groups continue to give consession's over and over! NO ONE SEEMS TO BE TAKING A STAND, EXCEPT ALOT OF CHEST THUMPING..... if the airlines can gut labor while they STAND BY AND DO NOTHING THEN SO BE IT!
 
From United Flight Attendants negotiation update:

...The ALPA agreement grossly over-steps its purpose in negotiating concessions that are relative to the pilot agreement. It includes terms of concessions for Flight Attendants and other Union employees that include the termination of our pension plan and a required allocation of concessions from all other employees through either binding agreement or Court rejection of a Contract. The tentative agreement severely and irreparably compromises our negotiations under the Section 1113 statutory standard of what is necessary and fair and equitable.

The Pension Benefit Guarantee Corporation (PBGC) Executive Director Bradley Belt issued the following statement today regarding the ALPA agreement:

"We are concerned that this agreement sets a dangerous precedent. The company is making generous new pension promises even as it is refusing to honor its old pension promises. Equally troublesome is the notion that the pilots' union insists on the termination of the pension plans for other United employees. The company and the pilots' union have no authority to force other workers and the PBGC to accept the termination of those plans. We will be scrutinizing this agreement very closely and will take all appropriate steps to protect the financial interests of the pension insurance program."
 
Can anyone verify this?


Comparison of Company's Term Sheet to Tentative Agreement
ALPA Concessions
Contractual Issue
Company's Term
Sheet Demands

Tentative Agreement
Duration (Section 22) Through Dec 31, 2010 Through Dec 31, 2009
Wage Cuts 8-18%,
depending on work rule modifications 14.7%;
Current Book increases of 1.5% in ’06, ’07, ’08, & ‘09
• Add 1% raise in Jan ‘08

Late Night Flying Premium Eliminate ELIMINATED
Co Paid Future Retiree Life
Insurance ($10K) Eliminate ELIMINATED
International Premium Pay No Change ELIMINATED

A Plan ALPA AGREES to termination
ALPA will not oppose termination if Bankruptcy Court determines it is required for exit
Company Demands REJECTED by ALPA

Contractual Issue
Company's Term
Sheet Demands
Tentative Agreement
BK exit wage cut
Additional 4% cut from Jan 1, ’05 until BK Exit REJECTED by ALPA

Potential Temporary Wage
Cuts after BK exit
Additional 4% cut for up to 6 months if company would otherwise default
on loan covenants REJECTED by ALPA

Vacation Accrual
Large reduction as follows:
Year 1 14 Days
Year 5 21 Days
Year 10 28 Days
REJECTED by ALPA
NO Changes to current CBA

Sick Leave Paid at 70% REJECTED by ALPA
NO Changes to current CBA

Occupational injury or illness
Worker’s Comp only
(˜ $1000 per week)
• No SL usage
REJECTED by ALPA
No Changes to current CBA

Family Leave
Concurrent usage of FMLA & Sick Leave which results in less time off
REJECTED by ALPA
No Changes to current CBA

Monthly Cap for
767/777/747 Increase to 95 hours actual REJECTED by ALPA
No Changes to current CBA

Minimum Days off for
767/777/747 Reduce to 10 days REJECTED by ALPA
NO Changes to current CBA

777/747 Crew
Augmentation Create IRP position REJECTED by ALPA
NO Changes to current CBA

Training Center Replace PIs with Non-Pilot
Contract Instructors
REJECTED by ALPA
N0 Changes to current CBA

Vacation Drops Pay 2.8 hrs per day in lieu of trip value
REJECTED by ALPA
NO Changes to current CBA

Other paid absences (e.g. jury duty, death-in-family, PC/PT, ALPA, NQ)
Pay 2.8 hrs per day in lieu of trip value
REJECTED by ALPA
NO Changes to current CBA

ACMI (Cargo Wet Lease)
Outsourcing of cargo operation to be flown by non-UAL pilots
REJECTED by ALPA
NO Changes to current CBA

Medical, Dental, and Drug Plan Changes
Significant increases to premium sharing, deductibles and out-ofpocket caps
REJECTED by ALPA
NO Changes to current CBA

Short-Term Disability Eliminate
REJECTED by ALPA
NO Changes to current CBA

Co Paid Accidental Death & Dismemberment Insurance
ELIMINATE
REJECTED by ALPA
NO Changes to current CBA

Additional Pay Increase NONE
Additional 1% pay increase • effective Jan ‘08
B Plan Modification (DC Plan)
Additional 4% contribution to B Plan, option for ALPA to increase to 7% through
further concessions
Additional 6% “C†Plan fully funded by company; in addition to the current 9%
B Plan contribution
Convertible Notes NONE
$550M convertible bond or its equivalent value to be distributed to eligible pilots
with the allocation and mechanics of distribution to be determined by UAL-MEC
Profit Sharing
Pro-rata share of 15% of profits;
Fully vests after 5 years
Pro-rata share of profits.
• $10 mill trigger
• 7.5% in ’05 & ‘06,
• 15% thereafter
• Eligible after 1 year

Work Rule Improvements NONE
Elimination of all domestic moveable RDOs
RLA Section 6
Negotiation Process NONE
Shortened Negotiating process through early Federal Mediation (NMB)
Additional Company Stock NONE
New stock allocation formula has been plussed up to account for
additional concessions

Summary of Bankruptcy Exit
Tentative Agreement
December 16, 2004
1. Contract Extension:
• Contract amendable date extended 8 months until December 31, 2009,
• Negotiations commence no later than May 01, 2009.
• Company agreed to enhance mediation process to shorten next Section 6 negotiation.

2. Hourly Pay Rates:
• Hourly rates REDUCED by 14.7%,
• NO change to current book raises of 1.5% in May 06, 07, 08, 09,
• ADDITIONAL 1% raise on January 1, 2008,
(MEC option to convert to C fund contribution, See # 5 below.)
• See Exhibit A of the TA for wage cut tables.

3. Other Contract Changes (See Exhibits B-1 and B-2):
a. ALPA Concessions:
• ELIMINATE International Hourly Override,
• ELIMINATE Night Premium,
• ELIMINATE FUTURE Retiree Life Insurance,
b. Company Concessions:
• ELIMINATE moveable RDO’s for domestic reserve assignments.

4. Defined Benefit Pension Plan:
• ALPA will NOT OPPOSE A Plan Termination if Bankruptcy Court determines
it is required for exit,
• Company will NOT TERMINATE and will oppose efforts to terminate prior
to the earlier of May 1, 2005 or bankruptcy exit.

5. Pension Contributions:
• Current 9 % B Plan CONTINUES
• C Plan defined as an additional 6% contribution to PDAP,
• Optional - the January 01, 2008 1.0% pay raise can be converted to a
C Plan contribution making it a total of 7% at the MEC’s option.
• If a new DB plan is started for any employee group, Pilot group has the
option to continue CPlan or accept comparable plan

6. Profit Sharing – See Exhibit C

7. Convertible Notes - See Exhibit D

8. Distribution Agreement - See Exhibit E

9. Additional Non-Labor Savings - The company must pursue an additional
$150 million savings beyond the target amount already identified.

10. Administrative claim –Pilot group REIMBURSED for twice the pilot group
cash savings in the event of termination under paragraph 16. Claim extinguished
on exit from bankruptcy provided the company’s plan of reorganization is fully
consistent with the TA.

11. Indemnity - See Exhibit F

12. Plan Release and Exculpation – Liability exemption for negotiating the
Bankruptcy Agreement.

13. Assumption of the Pilot Agreement – UAL agrees to accept this agreement
on exit from bankruptcy.

14. Bankruptcy Actions – The Company and the Association shall mutually pursue
court approval of this LOA. The Association shall support all further requests by
the Company for any exclusivity extensions.

15. Conditions to Effectiveness – Must meet six conditions to effect TA agreement
(See Agreement).

16. Termination Rights – Eight protections in which we revert to CBA 2003 if certain
obligations are not met (See Agreement).

17. Fees and Expenses - See Exhibit G

18. Agreement – This LOA is a final, binding and conclusive commitment between
the Company and the Association.

19. Amendments; Waiver – Amendments in writing only

20. Notices – Legal notice requirements.

21. Counterparts – Legal stipulation on signatures and documents.

22. Headings; Construction – LOA language construction and interpretation rules

Exhibit A - Revised Pay Rate Tables – See Agreement.
Exhibit B - Other Contract Revisions, See #3 above
Exhibit C - Profit Sharing:
• Replaces current profit sharing plan
• Distributed as wages (401k Deferral Optional)
• Profit Sharing Pool - $10 million trigger
o 7.5% of Pre-Tax Earnings in years 2005 and 2006
o 15% of Pre-Tax Earnings thereafter
• Pilot Pro Rata Share - Individual Pilot Earnings/Aggregate Employee Earnings
• Eligibility – Any pilot who has completed one year of service as of Dec 31st of measured year.
• Payment –Not later than April 30th of the following year.
Exhibit D - Convertible Notes:
• $550,000,000.00 value.
• Issued NLT 180 days following bankruptcy exit.
• Term – 15 years from issuance date
• Conversion Rights –Convertible notes into common stock
• Notes to trade at or near face value at issuance
• Allocation and mechanics of pilot allocation to be determined by the MEC
Exhibit E - Amended Distribution Agreement:
• New stock allocation formula includes previous allocated amount plus an additional $300 million
based on 20 months of cost savings from new agreements.
• Clause to capture any proportional concession based upon the other employee
groups final agreements.
Exhibit F - Indemnity Agreement: Legal provision designed to protect the Association
and its employees, agents, officers, and members from any and all claims made in
connection with the Agreement.
Exhibit G - Fees and Expenses:
• ALPA reimbursed for fees and expenses associated with entering into this agreement.
• Payment of MEC financial advisors by the company.
• MEC financial advisors to reimburse ALPA for fees and expenses incurred during the
bankruptcy process.

Letter 05-01
(Bankruptcy Exit Agreement)
LETTER OF AGREEMENT by and between UAL CORP., UNITED AIR LINES, INC.
and
THE AIR LINE PILOTS in the service of UNITED AIR LINES, INC.
as represented by
THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL
THIS LETTER OF AGREEMENT, dated as of January 1, 2005, is made and
entered into in accordance with the Railway Labor Act by and between UAL Corp.
(hereinafter referred to as “UALâ€Â), UNITED AIR LINES, INC. (hereinafter referred
to as the “Companyâ€Â) and the AIR LINE PILOTS ASSOCIATION, INTERNATIONAL
(hereinafter referred to as “ALPA†or the “Associationâ€Â).
WHEREAS UAL, the Company and the Association have reached agreement
concerning the revisions to their current collective bargaining agreement (the “2003 Pilot
Agreement†and, as revised by this Letter of Agreement, the “Revised 2003 Pilot
Agreementâ€Â) necessary for the Company to emerge from Chapter 11; and
WHEREAS certain of the revisions shall become effective as of January 1, 2005,
assuming the complete satisfaction of the conditions described in paragraph 15 below
prior to January 13, 2005 (the “Effective Dateâ€Â) and others shall become effective on the
effective date (the “Exit Dateâ€Â) of a plan of reorganization proposed by UAL (the “Plan
of Reorganizationâ€Â);

THEREFORE the parties to this Letter of Agreement hereby agree as follows:
1. Contract Extension. The amendable date of the Revised 2003 Pilot
Agreement shall be December 31, 2009. Section 22.D of the Revised 2003 Pilot
Agreement shall read in its entirety as follows:
This Agreement shall continue in full force and effect through and including
December 31, 2009 and shall renew itself without change each succeeding
January 1st thereafter, unless written notice of intended change is served in
accordance with Section 6, Title I, of the Railway Labor Act by either party upon
the other at least thirty (30) but not more than two hundred seventy (270) days
prior to December 31, 2009 or any year thereafter. The parties shall commence
direct negotiations with respect to such notices no later than thirty (30) days
following the delivery of such notice. In the event a new tentative collective
bargaining agreement has not been concluded by August 1, 2009 (or August 1st of
2 any year thereafter if applicable), and the services of the National Mediation
Board (the “Boardâ€Â) have not previously been invoked, the parties shall, no later
than August 1, 2009 (or August 1st of any year thereafter if applicable), jointly
invoke the services of the Board under Section 5 of the Act.

2. Hourly Pay Rates. The rates for hourly pay (the “Hourly Ratesâ€Â) under
Section 3-B of the 2003 Pilot Agreement shall be reduced by 14.7% on the Effective
Date, and the reduced Hourly Rates shall thereafter be increased by 1.5% on May 1,
2006, by 1.5% on May 1, 2007, by 1.5% on May 1, 2008 and by 1.5% on May 1, 2009
(as provided in the 2003 Pilot Agreement). In addition to the increases contained in the
preceding sentence, the Hourly Rates shall be increased by 1% on January 1, 2008. The
Hourly Rates under Section 3-B of the Revised 2003 Pilot Agreement are set forth in
Exhibit A to this Letter of Agreement.

3. Other Contract Changes. Certain other provisions of the 2003 Pilot
Agreement shall be revised on the Effective Date as described on Exhibits B-1 and B-2 to
this Letter of Agreement.

4. Defined Benefit Pension Plan.
a. In the event the Company seeks judicial approval to terminate the
United Airlines Pilot Defined Benefit Pension Plan (the “A Planâ€Â) under 29 U.S.C
§1341©, (i) the Association waives any claim it may have that the termination of the A
Plan would violate the terms and conditions of the existing collective bargaining
agreement between the Company and the Association, and (ii) the Association shall not
otherwise oppose the Company's efforts to terminate the A Plan under 29 U.S.C
§1341©; provided, however, that nothing in this Letter of Agreement shall be construed,
deemed or characterized by UAL or the Company as any agreement of any form by the
Association that the A Plan should be terminated;
b. The Company: (i) shall not terminate or agree to terminate the A
Plan effective at any time prior to the earlier of (A) ten (10 ) days before the Exit Date
and (B) the date that all of the Company's other defined benefit pension plans are
terminated, but in no event under either (A) or (B) prior to May, 2005 (the “Pension
Termination Dateâ€Â) and (ii) shall oppose any effort by any other person or entity to
terminate the A Plan effective at any time prior to the Pension Termination Date;
c. The A Plan shall remain in full force and effect unless (i) the
bankruptcy court issues an order declaring that the Company has met the requirements
for plan termination under 29 U.S.C. §1341©(2)(B)(ii), and (ii) any of the following has
occurred: (A) no timely notice of appeal of the order has been filed, (B) the order has
been affirmed following the exhaustion of all appeals, or © the Exit Date has occurred
and the Plan of Reorganization has become effective without provision for the
continuation of any such appeals; and 3
d. Notwithstanding any termination of A Plan retirement benefits,
any and all of the Company's indemnification obligations under or applicable to the A
Plan shall remain in full force and effect without regard to Section 22 of the Revised
2003 Pilot Agreement.

5. Pension Contributions. In the event that the A Plan is terminated pursuant
to 29 U.S.C §1341© following judicial approval of such termination:
a. The Company shall make an additional monthly contribution (the
“C Plan Contributionâ€Â) to the United Airlines Pilot Directed Account Plan (the “PDAPâ€Â)
of six percent (6%) of pilot compensation (as measured under the PDAP) beginning with
the first day of the calendar month following the Exit Date (with a pro rated C Plan
Contribution for the period between the Exit Date and the first of the month following the
Exit Date);
b. Prior to the Exit Date, the Company and the Association shall
adopt a mutually-acceptable qualified or non-qualified plan arrangement to accept
contributions that cannot be allocated to pilot defined contribution accounts under
Section 415 of the Internal Revenue Code;
c. At any time prior to January 1, 2007, the Association may elect, on
an irrevocable basis, to amend the Revised 2003 Pilot Agreement, effective January 1,
2008, (i) to increase the C Plan Contribution from six percent (6%) to seven percent (7%)
of pilot compensation (as measured under the PDAP) and (ii) to reduce the Hourly Rates
under Section 3-B of the Revised 2003 Pilot Agreement by one percent (1%);
d. The C Plan Contribution shall be in addition to the nine percent
(9%) of pilot compensation contributed to the PDAP under the 2003 Pilot Agreement;
and
e. Following the Plan Termination Date, the Company shall not
maintain or establish any single-employer defined benefit plan for any UAL or Company
employee group unless the pilot group is provided the option of electing to receive a
comparable defined benefit plan in lieu of the C Plan Contribution.

6. Profit Sharing. The Revised 2003 Pilot Agreement shall provide for the
pilot group to participate in the revised profit sharing program described in Exhibit C to
this Letter of Agreement.

7. Convertible Notes. The Revised 2003 Pilot Agreement and the Plan of
Reorganization shall provide for the issuance of $550 million of UAL convertible notes,
as described in Exhibit D to this Letter of Agreement, to a trust or other entity designated
by the Association. The terms of the UAL convertible notes described in Exhibit D shall
be subject to mutually-acceptable modifications to optimize implementation for all
parties from an accounting, securities law and tax law perspective.

4
8. Distribution Agreement. The Plan of Reorganization shall provide the
pilot group with a distribution of UAL equity securities as provided in the amended
distribution agreement described in Exhibit E to this Letter of Agreement.

9. Additional Non-Labor Savings. Prior to the Exit Date, the Association
and the Company shall develop, and the Company shall begin pursuit of, a mutually
acceptable business improvement program reasonably projected to produce at least
$150 million of annual savings in non-labor costs in addition to the savings contained
in the Gershwin 5F business plan dated as of November 4, 2004.

10. Administrative Claim. The Association shall accrue and be entitled to a
stipulated, approved and allowed claim of administration under 11 U.S.C §503(B) in the
amount of twice the actual cash savings provided to the Company under this Letter of
Agreement from the Effective Date through the earlier of (i) the termination of this Letter
of Agreement under paragraph 16 below or (ii) the Exit Date (the “Administrative
Claimâ€Â). The Administrative Claim shall be extinguished upon the effective date of a
Plan of Reorganization that complies with this Letter of Agreement in all material
respects.

11. Indemnity. UAL and the Company shall provide indemnification on the
Effective Date as described in Exhibit F to this Letter of Agreement.

12. Plan Release and Exculpation. The Plan of Reorganization shall include a
plan exculpation and release provision (which provision shall be at least as
comprehensive as the plan exculpation and release provision under the Plan of
Reorganization for the debtor or any other person) for the Air Line Pilots Association,
International, the United Master Executive Council of the Air Line Pilots Association,
International, and each of their current or former (a) members, (B) officers, © committee
members, (d) employees, (e) advisors, (f) attorneys, (g) accountants, (h) investment
bankers, (i) consultants, (j) agents and (k) other representatives with respect to any
liability such person or entity may have in connection with or related to the UAL
bankruptcy cases, the formulation, preparation, negotiation, dissemination,
implementation, administration, confirmation or consummation of any of the Plan of
Reorganization, the disclosure statement concerning the Plan of Reorganization, the 2003
Pilot Agreement, this Letter of Agreement, the Revised 2003 Pilot Agreement or any
contract, employee benefit plan, instrument, release or other agreement or document
created, modified, amended or entered into in connection with either the Plan of
Reorganization or any agreement between the Company, UAL and the Association, or
any other act taken or omitted to be taken in connection with the United bankruptcy.

13. Assumption of the Pilot Agreement. The Revised 2003 Pilot Agreement
shall be assumed under 11 U.S.C. §365 under the Plan of Reorganization.

5
14. Bankruptcy Actions. The Company and the Association shall take the
following actions to seek the approval of this Letter of Agreement by the bankruptcy
court in In Re UAL Corporation et al., Case No. 02-B-48191 (Bankr. N.D. Ill.) (the
“Bankruptcy Casesâ€Â):
a. the Company shall file a motion for approval of the Letter of
Agreement under 11 U.S.C. §363, in form and substance reasonably acceptable to the
Association, by no later than December 17, 2004;
b. the Company shall provide, to the extent reasonably practicable,
the Association’s counsel with copies of, and a reasonable opportunity to comment on, all
motions, applications, proposed orders, pleadings and supporting papers prepared by the
Company for filing with the bankruptcy court relating to court approval of this Letter of
Agreement;
c. both the Company and the Association shall support and seek the
approval of this Letter of Agreement in the Bankruptcy Cases without condition,
qualification or exception; shall use their best efforts to obtain the support of the Official
Committee of Unsecured Creditors and other parties and stakeholders for the Letter of
Agreement; and shall take every reasonable action necessary to obtain judicial approval
of this Letter of Agreement in the Bankruptcy Cases without condition, qualification or
exception, including the filing of motions, objections and appeals; and
d. after the Effective Date, the Association shall support all further
requests by UAL for an extension of its exclusive right to file a plan of reorganization
under 11 U.S.C. §1121 and shall support the Company in opposition to the termination or
impairment of such exclusivity so long as this Letter of Agreement remains in effect.

15. Conditions to Effectiveness. This Letter of Agreement shall become
effective as of January 1, 2005, subject to the occurrence of all of the following prior to
January 13, 2005: (a) acceptance by the United Master Executive Council of the
Association, (B) United pilot membership ratification under the Association’s
Constitution and By-Laws, © if required, approval by the Company's Board of
Directors, (d) execution by the President of the Association, and (e) withdrawal of the
Company's motion to reject the 2003 Pilot Agreement under 11 U.S.C. §1113.

16. Termination Rights. This Letter of Agreement may be terminated by the
Association, by written notice from the Association to the Company (the “Termination
Noticeâ€Â), given before or after the Effective Date but no later than the Exit Date, upon the
occurrence of any of the following events:
a. failure of the court to issue final judicial approval of this Letter of
Agreement, without condition, qualification or exception, by January 13, 2005;

6
b. a court of competent jurisdiction enters a final, non-appealable
judicial order that the Company is not entitled to the termination of the A Plan or any
other Company defined benefit plan under 29 U.S.C §1341©;
c. the continuation or existence of any single-employer defined
benefit pension program, whether through a qualified pension plan or otherwise, for any
Company employee group beyond the Pension Termination Date unless such breach is
cured to the reasonable satisfaction of the Association within five (5) days of the
Termination Notice;
d. failure of the Company to implement, through binding agreement
or final judicial order effective no later than January 31, 2005, revisions to (i) the labor
contracts of the Company's other unionized employees and (ii) the wages, benefits and
working conditions of the Company's salaried and management employees so that the
aggregate revisions in (i) and (ii) are reasonably projected to produce at least $500
million in average annual savings for the Company from January 1, 2005 through and
including January 1, 2010, unless such action is cured to the reasonable satisfaction of the
Association within twenty (20) days of the Termination Notice;
e. termination or impairment of UAL’s exclusive right to file a plan
of reorganization in the Bankruptcy Cases under 11 U.S.C. §1121;
f. the filing by UAL or United of, support by UAL or United for, or
judicial confirmation or approval of (as the case may be), a plan of reorganization or a
proposed disclosure statement which (i) contains any material term that is materially
inconsistent with the Revised 2003 Pilot Agreement or this Letter of Agreement or (ii)
proposes or confirms a capital structure or ownership structure that is not reasonably
acceptable to the Association unless, in either case (i) or (ii), such action is cured to the
reasonable satisfaction of the Association within twenty (20) days of the Termination
Notice;
g. appointment of a trustee in the Bankruptcy Cases under 11 U.S.C.
§1104 or conversion of any of the Bankruptcy Cases into a proceeding under Chapter 7
of the Bankruptcy Code; or
h. any other material breach of the Company's or UAL’s obligations
under this Letter of Agreement unless such breach is cured to the reasonable satisfaction
of the Association within twenty (20) days of the Termination Notice.
In the event of such termination, (A) the Administrative Claim shall be paid on the Exit
Date, (B) this Letter of Agreement shall otherwise become null and void in its entirety,
and © the parties shall thereafter be governed by the 2003 Pilot Agreement (including
the A Plan) and without regard to this Letter of Agreement.

7
17. Fees and Expenses. The Company shall reimburse the Association for
fees and expenses incurred in connection with this Letter of Agreement as described on
Exhibit G to this Letter of Agreement.

18. Agreement. This Letter of Agreement is a final, binding and conclusive
commitment and agreement between UAL, the Company and the Association.
Notwithstanding anything to the contrary in this Letter of Agreement, judicial approval of
this Letter of Agreement shall constitute approval and allowance of the Administrative
Claim and shall otherwise have the same meaning and effect as the judicial approval of
the 2003 Pilot Agreement in the Bankruptcy Cases signed on April 30, 2003.

19. Amendments; Waiver. This Letter of Agreement may be amended,
modified, superseded or canceled and any of its provisions may be waived only by a
written instrument executed by all parties or, in the case of a waiver, by the party waiving
compliance. The failure of any party at any time to require performance of any provision
of this Letter of Agreement shall not affect the right of that party at a later time to enforce
the same or a different provision. No waiver by any party of a right under this Letter of
Agreement shall be deemed or construed as a further or continuing waiver of any such
right with respect to the same or a different provision of this Letter of Agreement.

20. Notices. Any notice or other communication given under to the terms of
this Letter of 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 Company: United Airlines, Inc.
1200 East Algonquin Road
Elk Grove Township, Illinois 60007
Attention: Paul Lovejoy
Facsimile: 847-700-4099
with copies to: Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
Attention: James H.M. Sprayregen
Facsimile: 312-861-2200
If to the Association: United Master Executive Council
Air Line Pilots Association, International
9550 West Higgins Road, Suite 1000
Rosemont, IL 60018
Attention: Master Chairman
Facsimile: 847-292-1777

8
with copies to: Cohen, Weiss and Simon, LLP
330 West 42nd Street
25th Floor
New York, New York 10036
Attention: Babette Ceccotti
Facsimile: 212-695-5436
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.

21. Counterparts. This Letter of Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same instrument, and each of
which shall be deemed an original. Each party to this Letter of Agreement has agreed to
permit the use of faxed or otherwise electronically transmitted signatures in order to
expedite the consummation of the transactions contemplated hereby.

22. Headings; Construction. The paragraph headings in this Letter of
Agreement have been inserted for convenience of reference only and do not restrict or
otherwise modify any of the terms or provisions of this Letter of Agreement. Unless
otherwise expressly provided, the words “including†or “includes†in this Letter of
Agreement do not limit the preceding words or terms and shall be deemed to be followed
by the words “without limitation.â€Â

23. Exhibits. This Letter of Agreement includes all of Exhibits A through G
hereto. Except as otherwise expressly set forth therein, all capitalized terms in Exhibits A
through G shall have the meanings defined in this Letter of Agreement.
(Signature page to follow)

9
IN WITNESS WHEREOF, the parties have signed this Letter of Agreement this __ day
of January, 2005.
WITNESS:
FOR UNITED AIR LINES, INC.
Peter B. Kain
Vice President – Labor Relations
FOR UAL CORPORATION
Glenn F. Tilton
Chairman, President and CEO
WITNESS:
FOR THE AIR LINE PILOTS
ASSOCIATION, INTERNATIONAL
Duane E. Woerth, President
Mark Bathurst, Chairman
United Master Executive Council

Exhibit A
Revised Pay Rates
Section 3-B “Hourly Rates†is modified to read as follows:
3-B-1 Effective January 1, 2005 the hourly rates for Captains and First Officers shall
be as follows. The hourly rates, overrides, and incentive pay established in this
Section 3 shall govern all aspects of pilot compensation.
3-B-1-a Hourly Rates
Captains
B747-400 B777 B767/757 A320/319 B737-300
1yr 161.43 161.43 132.29 112.42 112.42
2yr 162.35 162.35 133.30 113.39 113.39
3yr 163.19 163.19 134.53 114.39 114.39
4yr 164.08 164.08 135.42 115.47 115.47
5yr 165.01 165.01 136.49 116.55 116.55
6yr 165.86 165.86 137.51 117.59 117.59
7yr 166.78 166.78 138.42 118.63 118.63
8yr 167.89 167.89 139.58 119.68 119.68
9yr 168.81 168.81 140.50 120.58 120.58
10yr 170.19 170.19 141.95 122.08 122.08
11yr 171.48 171.48 143.48 123.49 123.49
12yr 173.03 173.03 144.83 124.96 124.96

First Officers
B747-400 B777 B767/757 A320/319 B737-300
1yr 29.72 29.72 29.72 29.72 29.72
2yr 67.70 67.70 55.58 47.28 47.28
3yr 97.91 97.91 80.61 68.64 68.64
4yr 103.54 103.54 85.45 72.86 72.86
5yr 105.69 105.69 87.42 74.66 74.66
6yr 108.13 108.13 89.65 76.67 76.67
7yr 110.65 110.65 91.84 78.71 78.71
8yr 113.32 113.32 94.22 80.78 80.78
9yr 114.28 114.28 95.12 81.64 81.64
10yr 115.64 115.64 96.46 82.95 82.95
11yr 116.95 116.95 97.86 84.21 84.21
12yr 118.18 118.18 98.92 85.35 85.35

3-B-1-b deleted

2
3-B-2 Effective May 1, 2006 the hourly rates for Captains and First Officers shall be as
follows:
3-B-2-a Hourly Rates
Captains
B747-400 B777 B767/757 A320/319 B737-300
1yr 163.85 163.85 134.28 114.11 114.11
2yr 164.78 164.78 135.30 115.09 115.09
3yr 165.64 165.64 136.54 116.11 116.11
4yr 166.54 166.54 137.45 117.21 117.21
5yr 167.49 167.49 138.54 118.30 118.30
6yr 168.34 168.34 139.57 119.35 119.35
7yr 169.28 169.28 140.50 120.41 120.41
8yr 170.40 170.40 141.68 121.48 121.48
9yr 171.34 171.34 142.61 122.39 122.39
10yr 172.74 172.74 144.08 123.91 123.91
11yr 174.05 174.05 145.64 125.34 125.34
12yr 175.62 175.62 147.00 126.84 126.84
First Officers
B747-400 B777 B767/757 A320/319 B737-300
1yr 30.17 30.17 30.17 30.17 30.17
2yr 68.71 68.71 56.42 47.99 47.99
3yr 99.38 99.38 81.82 69.67 69.67
4yr 105.09 105.09 86.73 73.96 73.96
5yr 107.28 107.28 88.73 75.78 75.78
6yr 109.76 109.76 91.00 77.82 77.82
7yr 112.31 112.31 93.22 79.89 79.89
8yr 115.02 115.02 95.63 81.99 81.99
9yr 116.00 116.00 96.54 82.86 82.86
10yr 117.37 117.37 97.90 84.19 84.19
11yr 118.71 118.71 99.33 85.48 85.48
12yr 119.95 119.95 100.40 86.63 86.63
3-B-2-b deleted

3
3-B-3 Effective May 1, 2007 the hourly rates for Captains and First Officers shall be as
follows:
3-B-3-a Hourly Rates
Captains
B747-400 B777 B767/757 A320/319 B737-300
1yr 166.31 166.31 136.29 115.82 115.82
2yr 167.25 167.25 137.33 116.82 116.82
3yr 168.12 168.12 138.59 117.85 117.85
4yr 169.04 169.04 139.52 118.96 118.96
5yr 170.00 170.00 140.62 120.08 120.08
6yr 170.87 170.87 141.66 121.14 121.14
7yr 171.82 171.82 142.60 122.22 122.22
8yr 172.96 172.96 143.80 123.30 123.30
9yr 173.91 173.91 144.75 124.22 124.22
10yr 175.33 175.33 146.25 125.77 125.77
11yr 176.66 176.66 147.82 127.22 127.22
12yr 178.26 178.26 149.20 128.74 128.74
First Officers
B747-400 B777 B767/757 A320/319 B737-300
1yr 30.62 30.62 30.62 30.62 30.62
2yr 69.75 69.75 57.26 48.71 48.71
3yr 100.87 100.87 83.05 70.71 70.71
4yr 106.67 106.67 88.03 75.07 75.07
5yr 108.89 108.89 90.06 76.91 76.91
6yr 111.40 111.40 92.36 78.98 78.98
7yr 114.00 114.00 94.62 81.09 81.09
8yr 116.75 116.75 97.06 83.22 83.22
9yr 117.74 117.74 97.99 84.10 84.10
10yr 119.14 119.14 99.37 85.46 85.46
11yr 120.49 120.49 100.82 86.76 86.76
12yr 121.75 121.75 101.91 87.93 87.93
3-B-3-b deleted

4
3-B-4 Effective January 1, 2008 the hourly rates for Captains and First Officers shall be as
follows:
3-B-4-a Hourly Rates
Captains
B747-400 B777 B767/757 A320/319 B737-300
1yr 167.97 167.97 137.65 116.98 116.98
2yr 168.92 168.92 138.70 117.98 117.98
3yr 169.80 169.80 139.98 119.03 119.03
4yr 170.73 170.73 140.91 120.15 120.15
5yr 171.70 171.70 142.02 121.28 121.28
6yr 172.58 172.58 143.08 122.35 122.35
7yr 173.53 173.53 144.03 123.44 123.44
8yr 174.69 174.69 145.24 124.53 124.53
9yr 175.65 175.65 146.20 125.47 125.47
10yr 177.08 177.08 147.71 127.02 127.02
11yr 178.43 178.43 149.30 128.49 128.49
12yr 180.04 180.04 150.70 130.03 130.03
First Officers
B747-400 B777 B767/757 A320/319 B737-300
1yr 30.92 30.92 30.92 30.92 30.92
2yr 70.44 70.44 57.84 49.20 49.20
3yr 101.88 101.88 83.88 71.42 71.42
4yr 107.73 107.73 88.91 75.82 75.82
5yr 109.98 109.98 90.96 77.68 77.68
6yr 112.52 112.52 93.29 79.77 79.77
7yr 115.14 115.14 95.56 81.90 81.90
8yr 117.92 117.92 98.03 84.06 84.06
9yr 118.92 118.92 98.97 84.94 84.94
10yr 120.33 120.33 100.36 86.31 86.31
11yr 121.69 121.69 101.82 87.63 87.63
12yr 122.97 122.97 102.92 88.81 88.81
3-B-4-b deleted

5
3-B-5 Effective May 1, 2008 the hourly rates for Captains and First Officers shall be as
follows:
3-B-5-a Hourly Rates
Captains
B747-400 B777 B767/757 A320/319 B737-300
1yr 170.49 170.49 139.72 118.73 118.73
2yr 171.46 171.46 140.78 119.75 119.75
3yr 172.35 172.35 142.08 120.81 120.81
4yr 173.29 173.29 143.02 121.96 121.96
5yr 174.28 174.28 144.15 123.10 123.10
6yr 175.17 175.17 145.23 124.19 124.19
7yr 176.14 176.14 146.19 125.29 125.29
8yr 177.31 177.31 147.42 126.40 126.40
9yr 178.28 178.28 148.39 127.35 127.35
10yr 179.74 179.74 149.92 128.93 128.93
11yr 181.11 181.11 151.54 130.42 130.42
12yr 182.74 182.74 152.96 131.98 131.98
First Officers
B747-400 B777 B767/757 A320/319 B737-300
1yr 31.39 31.39 31.39 31.39 31.39
2yr 71.50 71.50 58.70 49.94 49.94
3yr 103.41 103.41 85.14 72.49 72.49
4yr 109.35 109.35 90.25 76.95 76.95
5yr 111.63 111.63 92.33 78.85 78.85
6yr 114.20 114.20 94.69 80.97 80.97
7yr 116.87 116.87 97.00 83.13 83.13
8yr 119.69 119.69 99.51 85.32 85.32
9yr 120.70 120.70 100.46 86.22 86.22
10yr 122.13 122.13 101.87 87.61 87.61
11yr 123.52 123.52 103.35 88.94 88.94
12yr 124.81 124.81 104.47 90.14 90.14
3-B-5-b deleted

6
3-B-6 Effective May 1, 2009 the hourly rates for Captains and First Officers shall be as
follows:
3-B-6-a Hourly Rates
Captains
B747-400 B777 B767/757 A320/319 B737-300
1yr 173.04 173.04 141.81 120.51 120.51
2yr 174.03 174.03 142.89 121.55 121.55
3yr 174.93 174.93 144.21 122.63 122.63
4yr 175.89 175.89 145.17 123.78 123.78
5yr 176.89 176.89 146.32 124.94 124.94
6yr 177.79 177.79 147.40 126.05 126.05
7yr 178.78 178.78 148.38 127.17 127.17
8yr 179.97 179.97 149.63 128.30 128.30
9yr 180.96 180.96 150.62 129.26 129.26
10yr 182.43 182.43 152.17 130.86 130.86
11yr 183.82 183.82 153.81 132.37 132.37
12yr 185.48 185.48 155.25 133.96 133.96
First Officers
B747-400 B777 B767/757 A320/319 B737-300
1yr 31.86 31.86 31.86 31.86 31.86
2yr 72.57 72.57 59.58 50.69 50.69
3yr 104.96 104.96 86.42 73.58 73.58
4yr 110.99 110.99 91.60 78.11 78.11
5yr 113.30 113.30 93.71 80.03 80.03
6yr 115.92 115.92 96.11 82.19 82.19
7yr 118.62 118.62 98.45 84.38 84.38
8yr 121.48 121.48 101.00 86.60 86.60
9yr 122.51 122.51 101.96 87.51 87.51
10yr 123.96 123.96 103.40 88.92 88.92
11yr 125.37 125.37 104.90 90.28 90.28
12yr 126.68 126.68 106.04 91.49 91.49
Renumber balance of Section 3-B

7
Exhibit B-1
Other Contract Revisions
1. Section 3-B-10-a “Late Night Flying†deleted
2. Section 5-G-1-e-(1)-(d) deleted
3. Section 5-G-1-e-(2) modified to read as follows:
5-G-1-e-(2) A pilot functioning as a reserve will not be scheduled into a day(s)
off.
4. Section 20-J-4-d deleted
5. Section 22-A-2 add this LOA
6. Letter Of Agreement 04-09 “PBS Contract Modifications†change to 20-E-2-b is
modified to read as follows:
20-E-2-b In equipment domiciles which have both international and domestic
trips, the senior 50% of the pilots whose lines will be vacated for OE lines will be
subject to assignments as reserves per domestic reserve rules. The junior 50% of
the pilots whose lines will be vacated for OE lines are subject to assignments as
reserves per international reserve rules. If an odd number of OE lines exist, the
odd line will be identified as a domestic regular reserve line for days off
consideration.
7. The contractual provisions identified in paragraphs 2, 3, 4 and 6 above will take effect on
the first day of the month following the Effective Date.

8
Exhibit B-2
Other Contract Revisions
(Retiree Life Insurance)
January 1, 2005
Captain Mark Bathurst, Chairman
UAL-MEC Air Line Pilots Association
9550 West Higgins Suite 1000
Rosemont, Illinois 60018

Dear Mark:
During the negotiations which led to the Letter of Agreement 05-01 (Bankruptcy Exit),
the parties agreed that the following change will apply to pilots who, on January 1, 2005,
are active (including paid leave), receiving Pilot Disability Income benefits, furloughed,
on medical leave of absence, on military leave or on other approved leave:
No retiree life insurance will be payable upon the death of any pilot who retires
after January 1, 2005.
If this letter accurately reflects our agreement, please sign and return three (3) copies for
our files.
Sincerely,
_____________________
Peter B. Kain
Vice President - Labor
Accepted and agreed to this
______ day of January 2005
_________________________________
Captain Mark Bathurst, Chairman
UAL-MEC Air Line Pilots Association

9
Exhibit C
Profit Sharing
Effective Date of Profit
Sharing Plan:
As of January 1, 2005 (so that the first year covered by the profit
sharing plan shall be calendar year 2005).
Profit Sharing Pool: In the event that the Company has more than $10 million in Pre-
Tax Earnings in the relevant calendar year, 7.5% of Pre-Tax
Earnings in 2005 and 2006 and 15% of Pre-Tax Earnings in each
calendar year thereafter.
Pre-Tax Earnings: UAL consolidated net income as determined in accordance with
GAAP, but excluding (i) consolidated federal, state and local
income tax expense (or credit); (ii) unusual, special, or nonrecurring
charges, (iii) charges with respect to the grant, exercise
or vesting of equity, securities or options granted to UAL and
United employees, and (iv) expense associated with the profit
sharing contributions.
Eligibility: All domestic employees of UAL Corp. or United Airlines, Inc.
(including all pilots) who have completed one year of service as of
December 31st of the year for which Pre-Tax Earnings are being
measured.
Allocation:
For each eligible employee, a pro rata share of the Profit Sharing
Pool for each calendar year based on the ratio of the employee’s
Considered Earnings for the year to the aggregate amount of
Considered Earnings for all eligible employees that year.
Considered Earnings: As currently defined in the Company's Success Sharing Plan (i.e.,
base pay, overtime, holiday pay, longevity pay, sick pay, vacation
pay, shift differential, premiums, pre-tax contributions to a 401(k)
plan, pre-tax medical plan contributions, and flexible spending
account contributions but not expense reimbursement, incentive or
profit sharing payments, imputed income or other similar awards
or allowances).
Payment Date: By no later than April 30th of the following year.
Distribution: In cash, subject to 401(k) deferrals.
Relationship to Other
Programs:
Incremental to the Success Sharing Plan; in lieu of the existing
profit sharing plan described in Section 3-M-2 of the 2003 Pilot
Agreement.
Documentation: Implementing documentation reasonably acceptable to the
Association.
Duration: Continuing unless and until terminated in a future pilot collective
bargaining agreement.

10
Exhibit D
Convertible Notes
Issuer: Reorganized UAL Corp.
Guarantor: United Airlines, Inc.
Issue: [___]%1 Senior Subordinated Convertible Notes Due 2021 (the
“Notesâ€Â) to be issued no later than 180 days following the Exit
Date (the “Issuance Dateâ€Â).
Initial Holder: A trust or similar non-permanent vehicle for the benefit of eligible
United pilots; the Notes or the value of the Notes to be distributed
to such pilots or pilot retirement accounts as soon as reasonably
practicable given tax, accounting, securities and market
considerations; all rights of the Notes to be exercised by individual
pilots while the notes remain in the trust. Distribution mechanics,
eligibility and allocation among such pilots to be reasonably
determined by the Association.
Principal Amount: $550,000,000 in denominations of $1,000.
Term: 15 years from the Issuance Date.
Amortization: None prior to maturity; full principal to be repaid at the maturity
date except to the extent converted or prepaid.
Interest Rate: Semi-annually in arrears, in cash, at an annual rate of [__]%1;
provided, however, that (i) the first full year of interest from the
Issuance Date may be paid in cash or in kind at the option of the
Issuer; (ii) if such interest is paid in kind, it will be in Common
Stock, but only to the extent there exists Common Stock that is
exempt from registration under 11 U.S.C. § 1145; and (iii) if such
interest is paid in kind, it shall be delivered to the Holders under
applicable market terms at issuance for public convertible debt
securities of this type (e.g., any notice period and stock payment
premium).
Security: None.
Ranking: Junior to the Reorganized UAL exit facility, customary secured
indebtedness, indebtedness contemplated under a plan of
reorganization, and other mutually agreed-upon indebtedness; pari
passu to all current and future UAL or United Airlines senior
1The parties shall work together to set an interest rate for the Notes no later than thirty (30) days prior to
the Issuance Date which shall ensure that the Notes will trade at par value or better on Issuance (the “Par
Value Interest Rateâ€Â). Failing agreement on the Par Value Interest Rate, the parties shall solicit rate
recommendation from two national trading firms and shall adopt the average of the two suggested rates.

11
unsecured debt; senior to all current and future subordinated debt.
Conversion Rights:
The Holder may convert any number of the Notes into the Issuer’s
common stock (the “Common Stockâ€Â), at any time, at the
Conversion Price.
Conversion Price: The product of (x) 125% and (y) the average closing price of the
Common Stock for the sixty consecutive trading days following
the Exit Date.
Transferability: To the greatest extent feasible under applicable law, the Notes and
the Common Stock shall be issued under 11 U.S.C. §1145, and the
Notes and the Common Stock into which they shall be convertible
shall be freely transferable by the Holders without registration
under the Securities Act of 1933.
Common Stock: When delivered, the Common Stock into which Notes may
convert shall be fully paid and non-assessable. Issuer shall use its
best efforts to list the Common Stock on a national stock exchange
or NASDAQ prior to the Issuance Date.
Call Rights: No call for five years from the Issuance Date; thereafter, callable
in cash or Common Stock if the Common Stock has traded at no
less than 125% of the Conversion Price for the sixty (60)
consecutive trading days prior to the call date.
Put Rights: Soft put right on the fifth and tenth anniversary of the Issuance
Date for all principal and accrued interest as of such date; payable
in cash or shares of Common Stock.
Mandatory
Prepayments:
Mandatory prepayment upon a “fundamental change†with a
customary make whole premium, if any, for public convertible
debt securities of this type; no prepayment obligations for mergers
in which the Issuer is the surviving entity; no make whole
premium in other mergers.
Anti-Dilution
Protections:
The Conversion Price will be subject to customary anti-dilution
adjustments,2 including upon (i) stock or extraordinary cash
dividends, (ii) reclassifications, subdivisions or combinations of
the Common Stock, (iii) the issuance of rights or warrants to all
holders of Common Stock convertible into or exercisable for
Common Stock at less than the then-current market price, (iv)
distribution of the capital stock of an Issuer subsidiary to holders
of the Common Stock and (v) any other distributions of assets by
the Issuer to holders of the Common Stock.
Mergers and Business
Combinations:
The Notes will enjoy customary adjustments and protections in the
event the Common Stock is converted into, reclassified into or
2 Anti-dilution adjustments shall not be applicable to securities issued or assets distributed under the Plan
of Reorganization.

12
exchanged for cash, other assets or securities.
Other Terms and
Conditions:
The Notes are intended to be public market securities and to trade
at par value. The documentation of the Notes shall include such
other terms and conditions as are customarily found in public
market convertible securities of this type.
Implementation: Implementing documentation reasonably acceptable to the
Association and the Company.
Distribution: The Association and the Company will coordinate any distribution
of the Notes so that such distribution does not unreasonably
interfere with capital markets activities of the UAL or the
Company. The Association’s investment bankers will be the
exclusive distribution agent for the Notes.

13
Exhibit E
Amended Distribution Agreement
1. Section 2 of Letter of Agreement 03-07 to the 2003 Pilot Agreement (the
“Distribution Agreementâ€Â) is hereby amended to read in its entirety as follows:
In consideration for the pilot contract revisions under the Section 1113 Restructuring
Agreement reached between UAL, the Company, and ALPA effective May 1, 2003
(the “2003 Restructuring Agreementâ€Â), which modifies the parties’ 2000 collective
bargaining agreement (“2000 Agreementâ€Â) and resolves numerous union grievances
concerning the administration of the 2000 Agreement, and in consideration of the pilot
contract revisions under the revisions to the 2003 Pilot Agreement effective in 2005
(the “Revised 2003 Pilot Agreementâ€Â), any plan of reorganization proposed or
supported by UAL and the Company as proposed and/or amended from time to time
(the “Planâ€Â), shall provide that, on or as soon as reasonably practicable after the
effective date of such Plan, the pilot group will receive a percentage distribution of the
equity, securities and/or other consideration provided to general unsecured creditors
under the Plan (the “Distributionâ€Â) calculated by the following formula:
A/(A+B), where:
A is the sum of (i) $2,742,574,581, representing the dollar value of 30 months of
average cost reductions under the 2003 Restructuring Agreement as reasonably
measured under Labor Model 1.1A FINAL, and (ii) $300,000,000, representing
the dollar value of 20 months of cost reductions under the Revised 2003 Pilot
Agreement (the “ALPA Amountâ€Â); and
B is the total amount of all other allowed prepetition general unsecured claims
against the Debtors (UAL and its 27 debtor subsidiaries).
2. Section 3 of the Distribution Agreement is hereby amended to read in its entirety
as follows:
In the event the other employees of the Company receive a Distribution in excess of
$834,000,000 in connection with the 2005 labor cost reductions (the “Other Employee
Distributionâ€Â), then the $300,000,000 amount described in paragraph 2 of this
Distribution Agreement shall instead equal the product of (x) $300,000,000 and (y) a
fraction, the numerator of which is the actual amount of the Other Employee Distribution
and the denominator of which is $834,000,000.
3. Except as revised in the preceding paragraphs, the Distribution Agreement shall
remain unchanged and in full force and effect.

14
Exhibit F
Indemnity Agreement
1. Indemnification. UAL and the Company (collectively, “Unitedâ€Â) hereby
indemnify and hold harmless the Association, its members, officers, committee members, agents,
employees, counsel, financial advisors and representatives (each, an “Indemnified Personâ€Â) 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 negotiation or implementation of this Letter of Agreement (any such event, a
“Claimâ€Â), 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.
2. Indemnification Procedure.
a. An Indemnified Person must give prompt notice to the Company of the
facts and circumstances that may constitute a Claim under this Indemnity Agreement; provided,
however, that any delay by an Indemnified Person in giving such notice shall not relieve United
of its obligations under this Indemnity Agreement except to the extent that such delay causes
material damage or prejudice to United.
b. United shall be entitled to participate in judicial, administrative proceeding
concerning an actual or potential Claim (an “Actionâ€Â) and, upon ten (10) days notice to the
applicable Indemnified Person, may assume the defense of such Claim with counsel reasonably
satisfactory to the Indemnified Person. Following any assumption of the defense of an Action by
United, United shall not be liable for any subsequent fees of legal counsel or other expenses
incurred by the Indemnified Person in connection with the defense of such Action, subject to
reimbursement for actual out-of-pocket expenses incurred by the Indemnified Person as the
result of a request for cooperation or assistance by United; provided, however, that if, in the
reasonable opinion of outside counsel to the Indemnified Person, there exists an actual, material
conflict of interest between the United and the Indemnified Person, United shall be liable for the
legal fees and expenses of separate counsel to the Indemnified Person; provided, further, that the
Indemnified Person shall have the right to participate in the defense of an Action with its own
counsel at its own expense.
c. No compromise or settlement of any Action shall be binding on United for
purposes of United’s obligations under this Indemnity Agreement without United’s express
written consent, which consent shall not be unreasonably withheld. United shall not compromise
or settle any Action or otherwise admit to any liability for any Claim on a basis that would
reasonably be expected to adversely affect the future activity or conduct of the Indemnified
Person without the prior written consent of the Indemnified Person, which consent shall not be
unreasonably withheld.
d. In the event United assumes the defense of any Action under this
Indemnity Agreement, United shall (i) keep the Association and the applicable Indemnified

15
Person informed of material developments in the Action, (ii) promptly provide the Association
and such Indemnified Person with copies of all pleadings, responsive pleadings, motions and
other similar legal documents and papers received in connection with the Action, (iii) permit the
Association and such Indemnified Person and their counsel, to the extent practicable, to confer
on the defense of the Action, and (iv) permit the Association and such Indemnified Person and
their counsel, to the extent practicable, an opportunity to review all legal papers to be submitted
prior to their submission. The parties shall provide to each others such assistance as may be
reasonably required to insure the proper and adequate defense of the Action, and each party shall
use its good faith efforts and cooperate with each other party to avoid the waiver of any privilege
of another party.
3. Plan of Reorganization; Survival. This indemnity agreement shall be assumed
under the Plan of Reorganization and shall continue in full force and effect thereafter without
regard to the terms of Section 22 of the Revised 2003 Pilot Agreement.

16
Exhibit G
Fees and Expenses
1. The Company shall reimburse the Association for the reasonable, actual fees and
out-of-pocket expenses incurred by the Association in connection with the review, design,
negotiation, approval and ratification of this Letter of Agreement (its “Expensesâ€Â) including:
a. reasonable flight pay loss incurred by the Association in review and
negotiation of this Letter of Agreement and Special MEC Meetings or LEC Meetings called for
the purpose of reviewing, approving or ratifying the Letter of Agreement ; and
b. the reasonable, actual fees and expenses of the Association’s outside legal,
pension, and other professional advisors (in each case based on normal hourly rates for actual
time expended). up to a maximum, aggregate total of $2.5 million. Of the total reimbursement
for Expenses, $1 million shall be paid on the Effective Date, and the remaining $1.5 million
will be paid on the Exit Date.

2. On the Exit Date, the Company shall also pay, or reimburse the Association for
paying, the expenses incurred by the Association’s investment bankers in connection with the
Letter of Agreement and a structuring fee for the Association’s investment bankers.

3. The Company shall seek judicial approval for its obligations under this Exhibit G
at the same time that it seeks judicial approval of this Letter of Agreement.

4. The parties acknowledge and agree that the Company's agreement to reimburse
the Association for fees and expenses under this Letter of Agreement is a result of the special
collective bargaining circumstances created by the parties’ desire to negotiate modifications to
the pilot collective bargaining agreement as part of the Company's bankruptcy reorganization.
 
spacewaitress said:
e. Following the Plan Termination Date, the Company shall not maintain or establish any single-employer defined benefit plan for any UAL or Company employee group unless the pilot group is provided the option of electing to receive a comparable defined benefit plan in lieu of the C Plan Contribution.

In the event the other employees of the Company receive a Distribution in excess of
$834,000,000 in connection with the 2005 labor cost reductions (the Other Employee DistributionÂ￾), then the $300,000,000 amount described in paragraph 2 of this Distribution Agreement shall instead equal the product of (x) $300,000,000 and (y) a fraction, the numerator of which is the actual amount of the Other Employee Distribution and the denominator of which is $834,000,000.

[post="229835"][/post]​

They do seem to be overly concerned about what agreements others might make now don't they?

If this agreement is undertaken then I see a clear vision of my mission: I'm going to be the proverbial 'turd in the punchbowl' at this festive party they are arranging.
 
mrfish3726 said:
There you GO, SO show us your chart now 767JETZ???????
[post="229729"][/post]​

Don't have it all right in front of me, but here are some examples for you. 70 hours is a reserve guarantee. 83 is and average monthly max based on 1000 hours per year.

5yr A320 Cap Now: 136.64 x 70 = $114777.6
x 83 = $136093.44
After: 116.55 x 70 = $ 97902.00
x 83 = $116087.70

5yr A320 F/O Now: 87.52 x 70 = $ 73518.80
x 83 = $ 87169.92
After: 74.65 x 70 = $ 62709.83
x 83 = $ 74355.94

12yr 767 Cap Now: 169.79 x 70 = $1142623.44
x 83 = $169110.84
After: 144.83 x 70 = $121657.92
x 83 = $144251.54

12yr 767 F/O Now: 115.96 x 70 = $ 97406.40
x 83 = $115496.16
After:98.91 x 70 = $ 83087.66
x 83 = $ 98518.22



More than half our pilots will be making under your 6 figure claim.
 
kcabpilot said:
The do seem to be overly concerned about what agreements others might make now don't they?

If this agreement is undertaken then I see a clear vision of my mission: I'm going to be the proverbial 'turd in the punchbowl' at this festive party they are arranging.
[post="229857"][/post]​
Why not just kill the beast, once and for all.

Not only do we have to negotiate with UAL...we have to meet ALPA's benchmarks.

deleted by spacewaitress...can't get sentimental
 
kcabpilot said:
The do seem to be overly concerned about what agreements others might make now don't they?

If this agreement is undertaken then I see a clear vision of my mission: I'm going to be the proverbial 'turd in the punchbowl' at this festive party they are arranging.
[post="229857"][/post]​

They are basically saying "If I can't have a defined benefit plan then neither can anyone else."
 
As a mechanic, I would be interested in some sort of stock plan, but only if I were able to acquire a substantial amount, (per my pay), and sell it right after exiting bankruptcy. USAir's stock tripled within six months of exiting bankruptcy, then proceeded downward, and I am afraid if I were to recieve stock, say after six months from exiting bankruptcy, I would be left holding a empty bag, again. I assume Tilton, and upper management are getting there stock right after exiting bankruptcy, due to the potential up side. I would be willing to get some United stock over time, since I do work there, but just a percent, or two, will do. 😉
 
aafsc said:
They are basically saying "If I can't have a defined benefit plan then neither can anyone else."
[post="229880"][/post]​

Half a billion in convertable notes sounds awfully 'defined' to me (not that I believe UAL would ever be good for it - their promises are worth dirt right now)
 

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