Dear Fellow Pilots,

On June 2 the newest retirement plan, the Pilot Retirement Account Plan, the “PRAP,” is expected to be up and operational.

The United Pilot Agreement (UPA) Section 22-A provides contractual protections and implementation requirements for the PRAP. The PRAP will consolidate the L-UAL retirement plan, the “PDAP” and the L-CAL retirement plans, the “CAL B-Plan” and the “’Pilots 401k-Plan.” The PRAP will be an improvement over the current retirement plans offering lower fees, more investment options and other improvements to help pilots secure a more successful financial retirement.

While combining our retirement plans is an important event, it is also incumbent upon us to remember the significant changes that occurred to our retirement plans over time. These changes have had a material negative impact on pilot income replacement at retirement. Remembering this history will keep pilots and UAL focused on the value that these plans offer to United pilots and their families.

Recent History of L-CAL Retirement Plans
Prior to 2005, L-CAL Pilots participated in two company-wide plans, the Continental Airlines Retirement Plan, known as the CARP, a defined benefit plan, and the Continental Airlines 401(k) Savings Plan.

In 2005, as part of the ongoing negotiations for a new pilot collective bargaining agreement and to assist Continental Airlines in avoiding bankruptcy, Continental and the L-CAL pilots agreed to:

I. spin off the pilot assets and liabilities from CARP to a new, pilot-only plan, the Continental Pilots Retirement Plan, known as the CPRP, and to freeze benefit accruals
II. spin off the pilot assets of the CAL 401(k) Plan to a new pilot-only 401(k) Plan, the Continental Pilots 401(k) Plan, known as the Pilots 401(k) Plan
III. establish the Continental Pilots B-Plan with contributions that eventually reached 12.75%

Recent History of L-UAL Retirement Plan
Prior to Bankruptcy in 2002, United Pilots participated in three retirement programs known as the ESOP, the B-Plan (also known as the PDAP) and the A-Plan.

The ESOP was a stock plan that United Pilots’ participated in, through the 1994 Agreement, to purchase a majority stake in UAL. This plan was terminated in 2003 during the United Airlines bankruptcy.

The PDAP, also known as the B-Plan, is a defined contribution plan. The Company contributions to this plan were reduced from 11% to 9% effective June 1, 2003.

The United A-Plan was a defined benefit plan. Effective December 30, 2004, as a result of litigation brought by the Pension Benefit Guaranty Corporation (PBGC), the A-Plan was involuntarily terminated. This action was due to severe under-funding of the A-Plan by United Airlines and the termination resulted in significant loss of pilot accrued benefits and future pension expectations. The United Pilots’ terminated A-Plan is now administered by the PBGC.

As result of Bankruptcy exit negotiations, between United and ALPA, Letter of Agreement (LOA) 05-02 established a replacement plan in the event of termination of the existing UAL A-Plan. With the A-Plan termination, the C-Plan was established within the PDAP as a separate contribution eventually reaching 7%. This was in addition to the 9% B-Plan contribution for a total contribution of 16%. The C-Plan was established as a partial monetary recognition of the A-Plan termination.

C-Plan for all United Pilots

Section 22-A of the UPA provides that the PRAP will include certain features, including a 16% company contribution, and at ALPA’s discretion, an account structure maintaining the identity of the PDAP B and C Plan accounts.

Last month, on behalf of the MEC, I convened a conference call regarding the status of the B and C Plan account structure in the newly established PRAP.

After consideration of our collective histories and the desire to preserve our future retirement negotiating positions, the combined UAL MEC voted unanimously to retain the B and C account structure and establish a C-Plan source for all United Pilots.

Effective with PRAP implementation, all pilots will receive a 16% company contribution, established in S-22-A-1-a of the UPA consisting of a 9% B-Plan source and a 7% C-Plan source, per S-22-A-1-h.

The B-Plan source and C-Plan source are not new retirement plans, they are source accounts inside the PRAP that will track the Company’s contributions. There will be only one defined contribution plan going forward, the PRAP.

The addition of the C-Plan does not impact the way pilots may invest their 16% company contribution using the Schwab record keeping platform.

More PRAP Details are Coming
The R & I Committee along with United, and the Charles Schwab Company, the PRAP record keeper, will be communicating pertinent information about the PRAP in the coming weeks. They have produced a merger communications package that covers many details about the new PRAP. Expect this information in the mail and hosted online by Schwab.

I encourage you to review this important information and reach out to your local R & I Committee or the UAL MEC R & I Committee, , as needed.

Defined Contribution Plan (22-A)

· 16% Employer Contributions (B and C) – maintains current book

· Maintain PDAP till Merge Plans in late 2013 or 2014

· Pilot Retirement Account Plan (PRAP) - Merger of UAL PDAP & CAL 401(k) & B-Plan

o Merged Plan will incorporate best features of Current Plans

o Roth 401k

o Company pays for Investment Advisor and 1/3 Administrative fees

o Optional Vacation Deferral to PRAP

o Amounts in Excess of 415(c) and 401(a)17 go to Retirement Health Account (RHA)

o RFP all Vendors

o Pilots on Investment Committee and Vendor Selection and Oversight Committee, giving pilots equal role in running Plan (as in PDAP currently)