United pilots contract, Section 22 — Retirement

22-A-1 PRAP

As set forth below, the Company and the Association shall maintain a defined contribution plan for Pilots referred to herein as the Pilot Retirement Account Plan (the “PRAP”). The PRAP shall consist of a single tax qualified 401(k) profit sharing plan which shall have the harmonized features of the prior plans as agreed to by the Company and the Association, as well as the following features:

22-A-1-a Sixteen percent (16%) direct employer contribution. Effective with the January 2024 Bid Period, this amount shall be increased to a seventeen percent (17%) direct employer contribution. Effective with the January 2026 Bid Period, this amount shall be increased to an eighteen percent (18%) direct employer contribution;

22-A-1-b Immediate 100% vesting;

22-A-1-c Immediate participation on date of hire;

22-A-1-d Roth 401(k);

22-A-1-e Full plan participant investment direction;

22-A-1-f The Investment Committee may not restrict the percentage of a Pilot’s account that can be invested in the brokerage window except as reasonably required to facilitate payment of administrative fees or to comply with applicable law;

22-A-1-g Investment by source capability to be allowed to the extent reasonably administratively feasible for the vendor and the Company to implement;

22-A-1-h At the Association’s discretion, retain account structure maintaining identity of United PDAP B and C Plan accounts;

22-A-1-i PRAP Retirement Board for Pilot appeals as agreed to by the Company and the Association and set forth in the PRAP plan document; and

22-A-1-j Acceptance of vacation forfeiture direct employer contributions pursuant to Section 11; and

22-A-1-k Participant right to elect in-service distributions from any and all of such participant’s PRAP accounts beginning no earlier than the day the Pilot attains fifty-nine and one-half (59½) years of age.

22-A-1-l In addition, although not expressly described in the plan document, in the event the Federal government reduces the limitation on contributions set forth in Section 415(c) of the Internal Revenue Code, the Company and the Association shall meet and confer within thirty (30) days of the passage of such legislation to discuss potential changes to benefit programs.

22-A-2 Eligible Earnings

“Eligible Earnings” for contributions made in accordance with this Agreement shall mean the total cash compensation (determined before deduction for the Pilot’s elective deferral contributions, the Pilot’s elective contributions pursuant to Section 24-E, or any other pre-tax earnings deferral elections pursuant to a qualified cash or deferred arrangement, cafeteria plan or Section 132(f)(4) transportation fringe benefit plan) paid to him by the Company (whether paid before or after retirement, disability, death, or other termination of employment), with respect to services he performed while classified as a Pilot and performed after becoming a participant in accordance with the terms of the applicable plan: provided, however:

22-A-2-a Eligible Earnings shall not include, for any purpose: (i) contributions to or payments from any other benefit plan; (ii) Company contributions to a benefit plan pursuant to Section 125 of the Internal Revenue Code; (iii) hiring bonuses or other special payments relating to commencement of employment; (iv) moving expenses, relocation allowances, housing allowances; (v) membership costs and dues; (vi) fees paid for employment referrals; (vii) prizes and awards (other than annual awards); (viii) on-time bonus plan payments; (ix) expense reimbursement payments and allowances; (x) furlough pay; (xi) severance pay or other special payments relating to separation from employment; (xii) foreign Base allowances; (xiii) goods and services differential and cost-of-living adjustments; (xiv) hardship pay; (xv) tax equalization payments and any other special payments made to a Pilot designated by the Company as an expatriate; (xvi) amounts realized with respect to restricted stock, non- qualified stock options, or stock appreciation rights; (xvii) any imputed income related to life insurance, disability, domestic partner benefits, or otherwise; (xviii) pass travel privileges; and (xix) lump-sum bonuses paid to Director-level employees.

22-A-2-b In addition to the exclusions set forth in Section 22-A-2-a, for purposes of Company direct contribution, Eligible Earnings shall not include commissions.

22-A-2-c In addition to the exclusions set forth in Section 22-A-2-a, for purposes of employee elective deferrals, Eligible Earnings shall not include: (i) vacation pay paid on account of separation from employment; and (ii) employee contributions to a plan established pursuant to Section 125 of the Internal Revenue Code.

22-A-3 Excess Contributions

Direct employer contributions that cannot be contributed due to the limits under Section 401(a)(17) or 415(c) of the Internal Revenue Code shall be forfeited and instead an equivalent amount shall be contributed in accordance with Section 24-G-3.

22-A-4 PRAP Governance and Structure

The PRAP shall be governed in accordance with the governance process set forth below:

22-A-4-a Investments

22-A-4-a-(1) Investment Committee.

The Company and the Association shall maintain a joint Investment Committee responsible for investments under the PRAP. The Company and the Association each may appoint up to three (3) members. The parties need not appoint an equal number of members, provided, however that the Company members and the Association members each collectively have one (1) vote. Individual votes on a particular issue may be recorded in the minutes at the request of any member. Each party may appoint alternates. A quorum shall consist of one (1) Company member/alternate and two (2) Association members/alternates.

22-A-4-a-(2) Investment Committee Selection, Monitoring, and Direction.

The Investment Committee shall be the “named fiduciary” under ERISA for investments with respect to the PRAP and shall have the authority to select, monitor, and direct any investment advisor, investment manager, or other vendor with respect to investments and brokerage. All powers not expressly assigned to the Investment Committee are reserved to the Vendor Selection and Oversight Committee or to the Administrative Committee described below. The Investment Committee shall select (and periodically review) an investment advisor to advise the Investment Committee with respect to the selection and monitoring of investments. Fees charged by the investment advisor shall be paid by the Company. The Investment Committee shall select and monitor, with the advice of the investment advisor, the investments/investment managers to be offered as investment options under the PRAP. Fees related to investments shall be charged to participants. The Investment Committee shall meet quarterly, unless otherwise agreed to by the Company and the Association.

22-A-4-a-(3) Independent Tie-breaker.

The Company and the Association shall agree upon a list of at least three (3) firms that provide investment advice and that would be suitable for hiring if a deadlock arises (each referred to herein as an “Independent Tie-breaker”). In the event of deadlock, the parties shall consider in good faith the advice of the Investment Committee’s existing investment advisor. If the deadlock is not broken based upon the existing investment advisor’s advice, either party may require the Investment Committee to hire an Independent Tie-breaker to make a recommendation to the Investment Committee regarding the resolution of the deadlock. The Independent Tie-breaker shall be selected from the pre-agreed list by alternate-strike method. First strike shall be determined by a coin toss. The cost of the Independent Tie-breaker shall be shared equally by the Company and the Association. The Investment Committee shall be bound to accept the recommendation of the Independent Tie-breaker. The Independent Tie-breaker shall resolve fiduciary investment issues only, not settlor or collective bargaining issues.

22-A-4-b Administration

22-A-4-b-(1) Vendor Selection and Oversight Committee.

The Company and the Association shall maintain a joint Vendor Selection and Oversight Committee (the “VSOC”) responsible for selection, monitoring, and replacement of

administrative vendors (trustee, custodian, record keeper, brokerage, etc., which may be individual or consolidated vendors) under the PRAP. The Company and the Association each may appoint up to three (3) members. The parties need not appoint an equal number of members, provided, however that the Company members and the Association members each collectively have one (1) vote. Individual votes on a particular issue may be recorded in the minutes at the request of any member. Each party may appoint alternates. A quorum shall consist of one (1) Company member/alternate and two (2) Association members/alternates.

22-A-4-b-(2) VSOC Selection and Monitoring.

In the event of deadlock on vendor selection, the parties shall utilize the independent tie- breaker process described in Section 22-A-4-a-(3), but using a pre-agreed list of consulting firms appropriate to vendor selection rather than investments. The selected vendor(s) shall acknowledge in writing that the VSOC, consisting of Company and the Association, has the authority to select, monitor, and replace vendor(s). The vendor contract shall specify that the vendor takes direction from the Administrative Committee/Company. The Association shall have the right to review and approve any vendor contract. The VSOC shall meet quarterly with each administrative vendor to review its performance, unless otherwise agreed to by the Company and the Association. The VSOC shall, consistent with its fiduciary obligations under ERISA, conduct periodic review and selection of the administrative vendor(s) selected under Section 22-A-4-b with assistance of the investment advisor or other advisor as determined by the VSOC.

22-A-4-b-(3) Administrative Committee.

The Administrative Committee shall consist of one or more management personnel appointed by the Company, which shall act as “plan administrator” of the PRAP. The Administrative Committee shall have the sole authority to direct any PRAP vendor, except to the extent of any powers reserved to the Investment Committee and with following caveats. The Association shall have approval rights with respect to initial setup of vendor systems requirements and any vendor plan administration manual for the PRAP. The Association shall have approval rights with respect to the record keeper’s website and ongoing plan communications. The Association shall have the right to notice and comment with respect to all other issues under authority of the Administrative Committee.

22-A-4-b-(4) Administrative Expenses.

All expenses of the PRAP for third-party administrative and recordkeeping fees shall be totaled (excluding any third-party investment advisory and investment manager expenses, third-party Qualified Domestic Relations Order expenses and other third-party expenses that are charged to the individual accounts of Pilot participants and alternate payees, as provided in the PRAP). First, the Pilot participants shall pay from the trust two-thirds of such total, minus any 12(b)(1) fees and other revenue-sharing offsets made available through the investments of the trust. Reduction of such amounts by 12(b)(1) fees and other revenue-sharing offsets shall be shared among all Pilot participants or allocated to the applicable Pilot participants as determined by the Investment Committee. Then, the Company shall pay one-third of such total, minus any 12(b)(1) fees and other revenue-

sharing offsets made available through the investments of the trust that remain after fully offsetting the two-thirds of total expenses otherwise payable by the trustee from the trust. All other expenses of the PRAP, including audit expenses, shall be paid by the Company.

22-A-4-b-(5) Access to Vendor(s).

The Association may raise individual participant issues with the Company and may approach the applicable administrative vendor if the issue is not timely resolved by the Company to the Association’s satisfaction. The Association members of the VSOC shall have access on a quarterly basis to data/information from each administrative vendor necessary to fulfill their monitoring obligations. The Company and the Association may each make additional reasonable ad hoc requests for information to any administrative vendor providing the requesting party notifies the other. Quarterly requests to each vendor shall be coordinated jointly by the Company and Association members of the VSOC. With respect to strategic planning related to PRAP design and administration, each party shall use its reasonable best efforts to discuss the contemplated issue with the other party prior to engaging any administrative vendor regarding such vendor’s capability, data, or other information.

22-B-1 CPRP/CARP

Each Pilot participating in the Continental Pilots Retirement Plan (“CPRP”) and/or Continental Retirement Plan (“CARP”) on the effective date of the Agreement shall remain a participant in CPRP and/or CARP, neither of which shall, with respect to Pilots, be modified, amended, or terminated without the Association’s consent and each of which is incorporated herein by reference. The Continental Retirement Board shall retain its existing authority with respect to Pilot pension benefits under CPRP and shall continue to meet quarterly unless otherwise agreed to by the Company and the Association. Any Association members/alternates on the Continental Retirement Board shall be limited to Pilots who were covered by the Pre-Merger CAL CBA.

22-B-2 Market Based Cash Balance Plan

The Company shall establish a new market-based cash balance plan for Pilots (the “MBCBP”) that is acceptable to the Company and the Association, as soon as reasonably practicable after receiving a favorable determination letter ruling from the IRS, but no earlier than January 1, 2024. The Company shall work with the Association’s designated representatives to implement the MBCBP.

22-B-2-a Contribution Methodology

The Company and the Association shall jointly develop a contribution methodology under which contributions to the MBCBP shall be reduced by the Company contribution to the PRAP and Active HRA/RHA (except for contributions under Sections 24-G-2 and 24-G-4). If the agreed upon desired contribution methodology is not permitted by the IRS, then the Company and the Association shall meet and agree on an alternative methodology that results in an aggregate total contribution amount to the MBCBP that is not materially

different than the contribution amount to the MBCBP expected under the desired methodology taking into account contributions to PRAP and the Active HRA/RHA.

22-B-2-b Annual Election

The Company shall request a ruling from the IRS that Pilots may make an annual election for Company contributions that would otherwise be made to the MBCBP to instead be made to the RHA or Active HRA, whichever is applicable. If the IRS does not approve such annual election, the Company and the Association shall meet and agree on a formula to allocate a portion of the Company PRAP contribution to each plan (PRAP, RHA/HRA, and MBCBP) that results in no greater aggregate Company contribution than the current Company contribution of the then-applicable percentage of Eligible Earnings. A negative IRS ruling regarding Pilot ability to make an annual election shall not be used to prevent the establishment of any agreed upon cash balance plan that otherwise receives IRS approval prior to implementation.

22-B-2-c Plan Provisions to Mitigate Risk

The design of the MBCBP shall include the following features;

22-B-2-c-(1) Except as set forth in Section 22-B-2-c-(2), a Company appointed investment fiduciary will target an equity allocation of thirty percent (30%), with a range of twenty percent (20%) to forty percent (40%), in one (1) or more trust asset allocation(s) for Pilots as determined by the Company. In the event that unusual market events cause the allocation to deviate from such range, the fiduciary will rebalance towards the target within a reasonable time. Subject to such parameters, the fiduciary will otherwise maintain complete control and discretion over investments in the trust.

22-B-2-c-(2) Notwithstanding Section 22-B-2-c-(1), the MBCBP may cause assets attributable to the accounts of Pilots who have taken an in-service distribution under Section 22-B-2-c-(5) to be invested in a more conservative investment strategy.

22-B-2-c-(3) During each of the first five (5) full plan years after implementation of the MBCBP, the trust investment gain/loss allocation to participants in the plan shall be reduced by seven-tenths percent (0.7%) of the trust’s assets to provide an appropriate reserve for account shortfall liability and any plan expenses permitted under ERISA. After the completion of five (5) full plan years after implementation of the plan, such reduction shall be one-half percent (0.5%) per year. Notwithstanding the foregoing, after the completion of the first full plan year, should such cumulative reduction amount (as adjusted to reflect investment earnings and losses on such amount, plan expenses, including accrued plan expenses, and any participant shortfall payments) exceed one percent (1%) of the MBCBP’s total assets (determined as of the end of each plan year thereafter), such annual reduction shall be one-quarter percent (0.25%) for the twelve (12) months following such determination.

22-B-2-c-(4) Benefit distribution at Normal Retirement Date (defined as the later of age sixty-five (65) or five (5) years from the date participation begins), or at death. Provisions may be included that allow benefit distribution at an earlier date upon separation from service provided the Pilot requesting the distribution does not have an account shortfall at such time.

22-B-2-c-(5) Provisions to allow in-service, full withdrawal on and after attaining fifty-nine and one-half (59 1/2) years of age, no less frequently than annually, subject to Section 22- B-2-c-(6).

22-B-2-c-(6) In the event the MBCBP utilizes a single investment strategy for all Pilots, then an in-service distribution under Section 22-B-2-c-(5) shall only be permitted if the Pilot requesting the distribution does not have an account shortfall at such time. In the event the MBCBP utilizes a more conservative investment strategy for Pilots who elect an in- service distribution pursuant to Section 22-B-2-c-(2), then only the initial in-service distribution shall be subject to such restriction.

22-B-2-c-(7) The Company will determine the frequency of the valuation used to determine account shortfalls, which may be as frequently as daily.

22-B-2-c-(8) The Company will define the terms of any IRS required annuity option.

22-B-2-c-(9) Any contributions that cannot be made to the MBCBP on behalf of a Pilot due to the limits of Section 415(b) of the Internal Revenue Code will be paid to the Pilot as taxable earnings, except as otherwise provided in Section 24-H-3-a.

22-B-2-c-(10) To the extent that any of these plan features are not permitted by law or the IRS, adjustments to, or the addition of, other provisions will be made to achieve the same shortfall risk profile.

22-C-1 Quarterly Meetings

The Company and the Association shall meet on a quarterly basis to discuss, and make a good faith effort to resolve, any and all problems (including individual claim issues) relative to the retirement plans described herein.

22-C-2 Information Sharing

Subject to the “Access to Vendor” provisions described above, the Company shall provide to the Association promptly after preparation or receipt, copies of all annual reports and summary annual reports, and, upon request, the Company shall provide within twenty (20) Business Days after the request, other reports, participant data, asset performance reports and other information pertinent to any defined contribution plan in which Pilots participate. All documents and information provided shall be provided electronically to the extent practicable. For purposes of Section 22-C-2, “Business Day” means Monday through Friday, excluding federal holidays.

22-C-3 Prior LOAs, MOUs and Settlement Agreements

This Section 22 supersedes and replaces all Letters of Agreement, Memoranda of Understanding and grievance settlements and similar agreements between the Association and either of the Company’s predecessor carriers antedating the effective date of the Agreement, insofar as such agreements relate to the types of benefits described herein. Notwithstanding the foregoing, any such superseded agreement may be referred to by either party for purposes of bargaining history and in cases of disputes about similar language and also to protect against inadvertent omission.

22-C-4 Indemnification

22-C-4-a Indemnification of Boards and Committees

The Company shall indemnify and hold harmless each member (past, present and future) of any Board or Committee described in this Section 22 and each employee who is a delegate of such Board or Committee against any and all expenses and liabilities arising out of his administrative functions or fiduciary responsibilities, including any expenses and liabilities that are caused by or result from an act or omission constituting the negligence of such individual in the performance of such functions or responsibilities, but excluding expenses and liabilities that are caused by or result from such individual's own gross negligence or willful misconduct. Expenses against which such individual shall be indemnified hereunder shall include, without limitation, the amounts of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted or a proceeding brought or settlement thereof.

22-C-4-b Indemnification of the Association

The Company shall indemnify the Association (and its officers, agents, employees, counsel and elected and appointed representatives) for any and all liabilities, costs and third-party attorneys' fees, resulting from claims made against the Association (or its officers, agents, employees, counsel or elected and appointed representatives) in connection with the negotiation or establishment of any plan described in this Section 22; provided, however, that indemnification shall not apply to the extent such claims arise out of the gross negligence or willful misconduct of the Association (or its officers, agents, employees, counsel or elected and appointed representatives); and further provided, however, that the level of the Company's indemnification shall be fifty percent (50%) of the first $5,000,000 of such liabilities, costs and fees, and shall be 100% of the excess over $5,000,000; and further provided, however, that indemnification of the Association's outside counsel for such liabilities, costs and fees shall be secondary to coverage of such liabilities, costs and fees under any insurance policy(ies) maintained by such outside counsel. An indemnitee seeking to be indemnified and held harmless pursuant to this Section 22 must provide to the Company prompt written notice of the claim as to which the indemnitee seeks to be indemnified and held harmless. The Company shall have the right to conduct the defense, and to enter into a settlement, of such matter with counsel of the Company's choosing. The Company shall give reasonable consideration to the wishes of the indemnitee in connection with the matters described in the foregoing.

22-C-4-c Application

Nothing in Section 22-C-4 shall be construed as terminating, modifying or diminishing any right to indemnification under the Pre-Merger CAL CBA or Pre-Merger UAL CBA.

22-C-5 Confidentiality

With respect to Pilot records and data created, maintained, or received by the Company in administering the plans described in this Section 22, the Company shall maintain such records and data with the same degree of security and confidentiality as it maintains its own confidential records and data. In the event of a Company violation of Section 22-C-5, the Association may

either pursue a grievance in accordance with Section 17 or submit the dispute to the Benefits Review Board established pursuant to Section 24-J-6 for resolution.

22-C-6 Procedure for Amendments Required by Law

Where the Company believes that an amendment to any plan described herein is required in order to comply with the Employee Retirement Income Security Act, the Internal Revenue Code of 1986, or other federal or state law, or with any regulations promulgated under any such act or law, the following procedure shall apply:

22-C-6-a The Company shall notify the Association of its belief that an amendment is required, and shall furnish the Association a draft of the amendment it believes is necessary to comply with the law or regulations, as soon as practicable after learning of the legal requirement and in no event later than sixty (60) days prior to the legal or regulatory deadline for adopting the amendment, unless, without fault or neglect of its own, it first learns of the need to amend less than sixty (60) days before the deadline, in which case it shall notify the Association and furnish its draft amendment immediately after it first learns of the need to amend.

22-C-6-b The Association may approve or disapprove the proposed amendment within thirty (30) days after receipt of the Company’s draft (or one-half the time between the date the draft is furnished to the Association and the last date for its adoption in order to comply with the change in law or regulation if less than thirty (30) days). If the Association disapproves, the parties shall promptly meet to try to resolve the dispute. If no agreement is reached, the Company may proceed to implement its draft amendment without the Association’s agreement and the Association may either pursue a grievance in accordance with Section 17 or submit the dispute to the Benefits Review Board established pursuant to Section 24-J-6 for resolution.

22-C-6-c The issues at arbitration may include, without limitation, the question whether amendment is required to comply with law; the nature and content of the amendment required; and whether the amendment proposed by the Company, an alternate amendment proposed by the Association, or some other amendment is the most reasonable under all the circumstances to achieve compliance. In reaching a decision, the arbitrator shall take fairly into account the interest of minimizing the expense of compliance with the law as well as the interest of preserving negotiated benefits under the Agreement.

22-C-6-d If the arbitrator determines the Company’s amendment was improper for any reason, the arbitrator shall determine the appropriate remedy, which may include, without limitation, rescission of the Company’s amendment (with or without retroactivity) and restoring the original plan provisions without change; rescission of the Company’s amendment and adoption of a different amendment (with or without retroactivity); modification of the Company’s amendment (with or without retroactivity); and ordering that Pilots, Dependents, Survivors, and/or Beneficiaries, as applicable, be made whole for any economic injury suffered as a result of the Company’s unilateral amendment.

22-C-6-e Where the Association believes that an amendment to any plan referred to herein is required in order to comply with the Employee Retirement Income Security Act, the Internal Revenue Code of 1986, or other federal or state law, or with any regulations promulgated

under any such act or law, and the Company declines to implement such amendment, the Association may either pursue a grievance in accordance with Section 17 or submit the dispute to the Benefits Review Board established pursuant to Section 24-J-6 for resolution.

22-C-7 Definitions

22-C-7-a Notwithstanding anything to the contrary in the Agreement, for purposes of this Section 22, the term “Pilot” refers to, as the context requires, i) a Pilot employed by the Company who is on the Seniority List; or ii) such a Pilot who has retired. When used in the plural form, the term “Pilots” refers to i) or ii), or both i) and ii), as the context requires.

22-C-7-b For purposes of this Section 22, the term “Pre-Merger UAL CBA” means the collective bargaining agreement between United Air Lines, Inc. and the Association as in effect immediately prior to December 30, 2012, and the term “Pre-Merger CAL CBA” means the collective bargaining agreement between Continental Airlines, Inc. and the Association as in effect immediately prior to December 30, 2012.

22-C-7-c Notwithstanding anything to the contrary in the Agreement, for purposes of this Section 22, the term “Company” refers to United Airlines and includes United Air Lines, Inc., Continental Airlines, Inc., and any other affiliate of such entities which sponsors any retirement plan referred to in this Section 22.