Exhibit
10.1
Amendment and Termination of the
UAL Corporation 1995
Directors Plan
By virtue and in exercise of the amending power reserved to the
Board of Directors of UAL Corporation (the "Company") by Section 5
of the UAL Corporation 1995 Directors Plan (the "Plan"), the Plan
is amended as follows:
1. Section 2 is amended by adding a new Subsection 2.3 to read as
follows:
"2.3 Termination
of Deferred Stock Units Awards. Effective October 27, 2005,
Outside Directors will no longer be awarded Deferred Stock Units
under Section 2.2."
2. Section 4 is amended by adding a new Subsection 4.7 to read as
follows:
"4.7 Termination
of Right to Make Deferral Elections. Effective January 1, 2005,
Outside Directors will cease to have the right to make a 'Deferral
Election' under Section 4.1 or a 'Stock Deferral Election' under
Section 4.2. Deferral Elections that were effective prior to 2005
will continue until terminated in accordance with Section 4.1 or
Section 4.2."
3. Effective as of January 1, 2005 a new Section 6,
Compliance with Code section 409A , is
