exv10w19






Exhibit 10.19




AMENDMENT NO. 4

TO

PETER D. MCDONALD

SECULAR TRUST AGREEMENT




          THIS AMENDMENT NO. 4 is made as of this 18th day of December, 2008 to the Peter D. McDonald
Trust Agreement, dated September 29, 2006, as previously amended on March 12, 2007, June 4, 2007
and May 15, 2008 (the “Trust Agreement”), by and among UAL Corporation (the “Company”), Peter D.
McDonald (the “Executive”) and The Northern Trust Company, as trustee (the “Trustee”).




          WHEREAS, Section 9(a) of the Trust Agreement authorizes its amendment by a written instrument
executed by the Company, the Executive and the Trustee; and




          WHEREAS, the parties hereto wish to amend the Trust Agreement in the manner described herein.




          NOW THEREFORE, the Company, the Executive and the Trustee agree as follows:




          1. Amendment and Restatement of Section 2(c). Section 2(c) of the Trust Agreement
shall be amended and restated in its entirety to read as follows:





“(c) Unless the Executive or the Company has provided written notice to the Trustee of the
termination of the Executive’s employment prior to a Vesting Date in accordance with Section
2(d), or the Company has provided written notice to the Trust of the accelerated vesting of
the Executive’s rights with respect to such or all of the Trust’s principal in accordance
with Section 2(f), the portion of the Trust’s principal with respect to which the
Executive’s rights have become vested shall be paid in full to the Executive in a single
in-kind distribution within 30 days following the applicable Vesting Date to a brokerage
account designated by the Executive in writing.”



          2. Amendment and Restatement of Section 2(e). Section 2(e) of the Trust Agreement
shall be amended and restated in its entirety to read as follows:





“(e) In the event that the Executive’s rights with respect to 100% of the Trust’s principal
become vested in accordance with Section 3(e) of the Employment Agreement as a result of the
Executive’s termination of employment, the entire Trust Fund will be paid to the Executive
in a single in-kind distribution within 30 days of the expiration of the period described in
Section 2(d) to a brokerage account designated by the Executive in writing (provided that if
the Company has provided the notice to the Trustee that the Executive’s right to 100% of the
Trust Fund has immediately vested, such payment shall be made within 30 days of such
notice).”



 









 





          3. Amendment and Restatement of Section 2(f). Section 2(f) of the Trust Agreement
shall be amended and restated in its entirety to read as follows:





“(f) Notwithstanding any provision of Section 2(b), the Company may, at any time, accelerate
the vesting of the Executive’s rights with respect to some or all of the Trust’s principal
by providing written notice to the Trustee specifying the portion of the Trust’s principal
with respect to which the Executive rights have become vested. In such event, such portion
shall be paid in full to the Executive in a single in-kind distribution within 30 days
following the Company’s delivery of such notice to a brokerage account designated by the
Executive in writing.”



          IN WITNESS WHEREOF, the parties have executed this Amendment No. 4 as of the date first above
written.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	 	 	UAL CORPORATION	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	/s/ Deborah S. Porter
	 	 	 	By:
	 	/s/ Kathryn A. Mikells
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Deborah S. Porter	 	 	 	Name:
	 	Kathryn A. Mikells	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Title:

	 	Assistant Corporate Secretary	 	 	 	Title:
	 	Senior Vice President and Chief Financial Officer	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	THE NORTHERN TRUST COMPANY, as Trustee	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ David M. Cyganiak	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:
	 	David M. Cyganiak	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:
	 	Vice President	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PETER D. MCDONALD
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	/s/ Peter D. McDonald