SEPARATION AGREEMENT

Exhibit 10.20
Frederic F. Brace

SEPARATION AGREEMENT

     This Separation Agreement (“Agreement”) is entered into by and between Frederic F. Brace (“you”), and UAL Corporation plus United Air Lines, Inc. (UAL Corporation and United Air Lines, Inc. are referred to collectively as the “Company”) and arises out of your severance from employment with the Company on October 31, 2008 (“Severance Date”). This Agreement shall be effective and irrevocable on the 8th day following the later of (i) the date on which you sign this Agreement and deliver it to the Company or (ii) your Severance Date (“Effective Date”). Your right to revoke this Agreement prior to the Effective Date is described in Section 5 of this Agreement. In consideration of the promises contained in this document, the parties agree as follows:

     1.  Payments and Benefits . Following your Severance Date, the Company will provide you with the payments and benefits set forth in the UAL Corporation and United Air Lines, Inc. Executive Severance Plan (the “Severance Plan”), which is governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), as the Severance Plan is modified by this Agreement and as summarized in Attachment A and this Section 1. Applicable federal, state, and local payroll taxes will be deducted as required by law. The payments and benefits covered in this Section 1 do not include any Accrued Rights (as defined in the Severance Plan and summarized in Attachment A) which you may have and which are payable according to the terms of any applicable agreements, benefit plans, practices, policies, arrangements, or programs; and, therefore, this Agreement shall not release the Company of any obligation to make any payments or provide any benefits or privileges required to satisfy such Accrued Rights. For purposes of this Agreement, “United Officer” shall mean a current or retired officer of United Air Lines, Inc. or its successor. For purposes of clarification, in the event of any business combination of UAL Corporation or United Air Lines, Inc. with another entity, references to the level of benefits provided to then-current or then-retired United Officers shall refer to the benefits provided to individuals who, prior to the business combination, were current or retired officers of United Air Lines, Inc. or its successor. In the event of any conflict or inconsistency between Attachment A hereto and the body of this Agreement, the body of this Agreement will prevail. Notwithstanding the provisions of the Severance Plan, and in clarification or as a supplement to the Severance Plan, the parties agree to the following:

     (a) Within 14 days following the Effective Date, the Company will pay you a lump sum amount of a portion of your Severance Pay equal to 1/12th of the aggregate value of your Severance Pay (set forth in Sections 1(a) and (b) of Attachment A), representing the remaining four regularly scheduled payroll periods in 2008.

     (b) The Company will pay you, as soon as administratively practicable in 2009 and no later than January 31, 2009, a lump sum amount equal to the remainder of your Severance Pay.

     (c) From the Effective Date through September 30, 2012, you will continue to be eligible to receive medical and dental benefits for yourself, your spouse, and dependents (according to the terms of the United Airlines Employee Welfare Benefit Plan (or any successor plan), as in effect from time to time, or through the provision of equivalent benefits) at the same level as then-current active United Officers (provided

Frederic F. Brace

that such coverage will not include the annual physical exam). Such coverage will be offered solely as an alternative to any COBRA continuation coverage applicable to any group health plan otherwise available to you, your spouse and dependents within the meaning of Sections 601 through 608 of ERISA. Further, any such coverage will be provided by the Company at no greater contribution, deductible or co-pay cost to you than applicable to then-current active United Officers. If you become covered under a subsequent employer’s medical and/or dental benefits, coverage under your subsequent employer’s medical and/or dental benefits will be primary, and coverage under the Company’s medical and dental benefits will be secondary. You will be entitled to receive a gross-up for any taxes imposed on the reimbursement or payment of such medical and dental benefits received after the Effective Date, such that you will be in the same position you would have been had no tax been imposed on such benefits.

     (d) Beginning October 1, 2012, you will be eligible to receive retiree medical benefits (subject to the terms of the United Airlines Employee Welfare Benefit Plan (or any successor plan), as in effect from time to time, or through the provision of equivalent benefits), on the same terms as other then-retired United Officers. Nothing in this Agreement shall limit the Company’s right to amend or terminate the United Airlines Employee Welfare Benefit Plan (or any successor plan) in accordance with its terms, provided that you are treated no less favorably than other then-current retired United Officers who are then eligible to receive benefits under the plan. You will be entitled to receive a gross-up for any taxes imposed on the reimbursement or payment of retiree medical benefits received after October 1, 2012, such that you will be in the same position you would have been had no tax been imposed on such benefits.

     (e) From the Effective Date through October 31, 2010, you will continue to be eligible to receive vision benefits at the same level that is provided to then-current active United Officers.

     (f) From the Effective Date through October 31, 2010, you will continue to receive life insurance benefits at the same level that is provided to then-current active United Officers.

     (g) From the Effective Date through September 30, 2012, you will remain eligible for active travel privileges provided to then-current active United Officers, which will also be available to your spouse and other travel eligibles (e.g., parents), and you will retain your Red Carpet Club membership (subject to the terms of the Company’s travel policy for active United Officers, as in effect from time to time). This includes interline travel on the same basis as then-current active United Officers (note, however, that interline agreements may contain restrictions or prohibitions on travel by parents and other travel eligibles). You will remain eligible for Global Services status on the same basis as other then-current active United Officers. Beginning October 1, 2012, you will be eligible for retiree travel privileges on the same terms as other then-retired United Officers (subject to the terms of the Company’s travel policy for retired United Officers, as in effect from time to time). You will continue to remain eligible for Global Services status with your retiree travel privileges. Nothing in this Agreement shall limit the Company’s right to amend its active travel privileges or its retiree travel privileges,

Frederic F. Brace

provided that you are treated no less favorably than other then-current active United Officers or then-retired United Officers, as applicable, who are eligible to receive benefits under the relevant plan.

     (h) The Company will provide you with executive outplacement consulting services from the firm of Challenger, Gray & Christmas, Inc. until placement. The outplacement consulting expenses shall not exceed $75,000 and will be paid directly by Company to the firm.

     (i) You will retain the ability to use your remaining 2008 financial services reimbursement balance under the 2008 UAL Corporation and United Air Lines, Inc. Officer Financial Services Program.

     (j) You will be reimbursed for legal fees you incur for review of this Agreement by your attorney, up to $15,000. You will be entitled to receive a gross-up for any taxes imposed on the reimbursement of such legal fees, up to a maximum of $15,000. Legal fees you incur for review of this Agreement that exceed the $15,000 limit will be applied against your remaining 2008 financial services reimbursement balance under the 2008 UAL Corporation and United Air Lines, Inc. Officer Financial Services Program and will be reimbursed to you up to your reimbursement limit under that Program. You will not be entitled to receive a gross-up for any taxes imposed on the reimbursement of legal fees from your remaining 2008 financial services reimbursement balance.

     (k) For purposes of the stock options and restricted shares granted to you under the UAL Corporation 2006 Management Equity Incentive Plan (the “MEIP”) that are outstanding on October 31, 2008, the termination of your employment will be treated as a Termination of Employment Due to Retirement (as set forth in Section 12(b) of the MEIP). Accordingly, all of your then unvested restricted shares will become fully vested and all of your then unvested stock options will become immediately exercisable in full, and, except as otherwise set forth in the MEIP on the Effective Date, all stock options that are outstanding on October 31, 2008 will remain exercisable until the expiration of the original term of such options.

     2.  General Release . In exchange for the payments and benefits covered in Section 1, you release and discharge the Company, its parents, subsidiaries, agents, directors, officers, employees, and representatives, and all persons acting by, through, under or in concert with the Company, its parent or subsidiaries (collectively referred to as the “Released Parties”), from any and all causes of action, claims, liabilities, obligations, promises, agreements, controversies, damages, and expenses, known or unknown, which you ever had, or now have, against the Released Parties. The claims you release include, but are not limited to, claims that the Released Parties:

Frederic F. Brace

     For the purpose of giving a full and complete release, you understand and agree that this Agreement includes all claims that you may now have as of the Effective Date but do not know or suspect to exist in your favor against the Released Parties, and that this Agreement extinguishes those claims.

     If you were employed by the Company at any time in California, or if you resided in California at any time while employed by the Company, you waive all rights under California Civil Code Section 1542, which states:

     A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have mutually affected his settlement with the debtor.

     If you were employed by the Company at any time in New Jersey, or if you resided in New Jersey at any time while employed by the Company, you specifically waive all rights under New Jersey’s Conscientious Employee Protection Act.

     3.  Protected Rights . You are not prohibited from making or asserting (a) any claim or right under state workers’ compensation or unemployment laws, (b) any claim or right which

Frederic F. Brace

by law cannot be waived under applicable law, including your ri