EMPLOYMENT AGREEMENT AMENDMENT NO. 1

“On and after the date of the amendment to the Employment Agreement, dated as of May 15, 2008 (the “Amendment”), as Executive Vice President and Chief Administrative Officer of United, the Executive shall be responsible for the following areas:  customer experience; human resources; labor relations; employee experience; safety and security; industry, environmental, corporate and governmental affairs; and information systems; provided that (i) the Executive will perform such other duties as he is reasonably directed to perform by the Chief Executive Officer of United consistent with the Executive’s positions as Executive Vice President and Chief Administrative Officer of United, and (ii) following the date of the Amendment, the Chief Executive Officer of United may determine that the Executive shall cease to be responsible for one or more of the foregoing areas, so long as the Executive’s level of overall responsibility with respect to the Company shall remain commensurate with the Executive’s level of responsibility as in effect on the date of the Amendment.”

3.             Amendment to Section 3(b). The last sentence of Section 3(b) of the Employment Agreement shall be amended and restated in its entirety to read as follows:

“The annual bonus under this Section 3(b) will hereinafter be referred to as the “Annual Bonus” and will be paid at such time and in such manner as set forth in the applicable annual incentive compensation plan documents.”

4.             Amendment to Section 3(e)(A).  Section 3(e)(A) of the Employment Agreement shall be amended by inserting the following text immediately following the first sentence thereof:

“In consideration for the Executive’s agreeing to remain employed by the Company notwithstanding the change in his title from Chief Operating Officer to Chief Administrative Officer, as soon as practicable following the date of the Amendment (but in no event later than 30 days thereafter), United will cause an additional amount equal to $820,000 to be deposited in the Executive’s name under the Secular Trust.  Following the date of the Amendment, for purposes of this Agreement, the term “Retention Payment” shall mean the original amount of the Retention Payment plus such additional amount.”

5.             Amendment to Section 3(e)(B).  Section 3(e)(B) of the Employment Agreement shall be amended and restated in its entirety to read as follows:

“Subject to the terms and conditions of this Section 3(e)(B) and except as otherwise provided herein or in Section 3(e)(C) or (D), the Executive’s rights with respect to 100% of the assets then held by the Secular Trust shall become vested on February 1, 2009 (the “Vesting Date”), provided that, except as set forth in the immediately following sentence, in order for the Executive’s rights with respect to the Secular Trust to become vested, the Executive must remain actively employed by United until the Vesting Date.  If, prior to the Vesting Date, the Executive’s employment under this Agreement is terminated involuntarily for any reason other than Cause (as defined in Section 4(c)), including as a result of the Executive’s death or Disability (as defined in Section 4(b)), or if the Executive resigns for Good Reason (as defined in Section 4(d), as modified by the Amendment), subject to Section 5(k), the Executive’s rights with respect to all assets then

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held by the Secular Trust shall become immediately vested as of the date that the Release described in Section 5(k) becomes effective and irrevocable (the “Release Effective Date”).  For the avoidance of doubt, if, prior to the Vesting Date, the Executive’s employment under this Agreement is terminated involuntarily for Cause or if the Executive resigns without Good Reason, the Executive’s rights with respect to all unvested assets then held by the Secular Trust shall immediately terminate as of the Termination Date and the Executive shall be entitled to no further payments or benefits with respect to the unvested portion of the Retention Payment.  In the event that the Executive’s rights with respect to the assets of the Secular Trust become vested pursuant to this Section 3(e)(B), the Executive will be entitled to distribution of such assets not later than 30 days following the date the Executive’s rights thereto become vested.”

6.             Amendment to Section 3(e)(E).  The first and second sentences of Section 3(e)(E) of the Employment Agreement shall be amended and restated in their entirety to read as follows:

“In addition to the foregoing, United will pay to the Executive an additional amount (such amount, an “Additional Payment”) such that, after payment by, or on behalf of, the Executive of all income and employment taxes with respect to any vested portion of the Retention Payment, including any income and employment taxes imposed upon the Additional Payment, the Executive retains an amount with respect to such vested portion of the Retention Payment equal to the aggregate amount of such taxes imposed on such vested portion of the Retention Payment; provided, however, that United shall only be obligated to provide the Executive with Additional Payments with respect to that portion of the Retention Payment that does not exceed $3,420,000 in the aggregate.  Any Additional Payment will be paid as soon as practicable following the Executive’s delivery to United of documentation sufficient to demonstrate the Executive’s entitlement to such Additional Payment, but in no event later than the end of the year following the year in which Executive pays (or the Trustee remits) the related tax.

7.             Addition of New Section 3(e)(F).  The following text shall be inserted as new Section 3(e)(F) of the Employment Agreement:

“In consideration for the Executive’s agreeing to remain employed by the Company notwithstanding the change in his title from Chief Operating Officer to Chief Administrative Officer, as soon as practicable following the date of the Amendment (and in no event later than 30 days thereafter), the Company shall pay to the Executive a lump-sum cash payment in an amount equal to $1,359,750, and following the date of the Amendment, the Executive shall have no further rights with respect to former Sections 5(d)(B) and (C) of this Employment Agreement and shall not be entitled to any severance payments from the Company under any other severance plan, program, policy, agreement or arrangement, except as specifically provided in Sections 3(e)(B) and 5(e)(ii) of this Agreement.”

8.             Amendment to 3(f).  Section 3(f) of the Employment Agreement shall be amended by inserting the following text at the end thereof:

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“To the extent payments under any perquisite program or policy are subject to Section 409A of the Code, the reimbursement of expenses or in-kind benefits provided thereunder during a year will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.  In no event shall such an expense be reimbursed after the last day of the year following the year in which the expense was incurred.  The right to such reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.”

9.             Amendment to Section 3(g).  Section 3(g) of the Employment Agreement shall be amended by inserting the following text at the end thereof:

“The reimbursement of expenses during a year will not affect the expenses eligible for reimbursement in any other year.  In no event shall such an expense be reimbursed after the last day of the year following the year in which the expense was incurred.  The right to such reimbursement is not subject to liquidation or exchange for another benefit.”

10.           Amendment to Section 4(d).  Section 4(d) of the Employment Agreement shall be amended by inserting the following text at the end thereof:

“Notwithstanding the foregoing, the Executive must give notice to United within 120 days of the occurrence of the event giving rise, or events which in the aggregate give rise (or within 120 days after the date he learns or reasonably should have learned of such event or events, if later), to the Good Reason event to terminate his employment for Good Reason based on such event(s).  During the notice period (which shall not be less than 30 days), United shall have the opportunity to substantially correct the condition that caused the Good Reason, in which case Good Reason shall no longer exist with respect to such condition.  In addition, for the avoidance of doubt, the parties hereby agree that the Executive shall not be entitled to resign for Good Reason as a result of any changes to the Executive’s position, status, office, title, authority, duties or responsibilities that are consistent with Section 1(b) of this Agreement (as modified by the Amendment) and that such changes shall be deemed not to constitute a diminution in such position, authority, duties or responsibilities.”

11.           Amendment to Section 4(e).  The definition of “Change of Control” set forth in Section 4(e) shall be amended and restated in its entirety to read as follows:

“Change of Control” means a “Change of Control”, “Change in Control” or similar defined term that means a change in ownership or effective control of the Company, in each case, as defined in any employment or severance agreement that is entered into following the date of the Amendment between the Company and any Executive Vice President of UAL (other than the Executive) that provides for enhanced severance or termination benefits in the event of a termination of such Executive Vice President’s employment following a change of control of the Company (any such agreement, an “EVP Change of Control Agreement”).<