Exhibit
10.1








UAL
CORPORATION


2006
DIRECTOR EQUITY INCENTIVE PLAN


AMENDMENT
NO. 2





This
Amendment No. 2 (this “Amendment”) to the
UAL Corporation 2006 Director Equity Incentive Plan, dated February 1, 2006 (the
“DEIP”), as
amended September 26, 2008, sponsored by UAL Corporation, a Delaware corporation
(“UAL”), is
made as of this 11th date
of June, 2009.





WHEREAS,
UAL desires to amend the DEIP to permit the grant of Share Units (as defined in
the DEIP) as Periodic Awards (as defined in the DEIP) and to permit Share Units
to be settled in cash; and





WHEREAS,
pursuant to Section 15 of the DEIP, the DEIP may be amended by a writing
approved by the Board of Directors of UAL (the “Board”);





NOW
THEREFORE, subject to approval of the Board, UAL hereby amends the DEIP as
follows (capitalized terms not otherwise defined herein shall have the meaning
assigned thereto in the DEIP):





1.        
    Amendment and Restatement of
Section 2(dd).  Section 2(dd) of the DEIP is hereby amended and
restated in its entirety to read as follows:





“(dd)     Share
Account.  “Share Account” means an Account to which credits are
made pursuant to Sections 5(c) or 6(a), or deferred amounts are credited
pursuant to Section 6(b) and/or 6(c) and earnings are credited pursuant to
Section 6(d)(ii) in Share Units.”





2.         
   Amendment
and Restatement of Section 2(ff).  Section 2(ff) of the DEIP is
hereby amended and restated in its entirety to read as follows:





“(ff)       Share
Units.  “Share Units means a unit credited to a Participant’s
Share Account at the discretion of the Board pursuant to Section 5(c) or Section
6 that represents the economic equivalent of one Share.  A Participant
will not have any rights as a stockholder with respect to Share Units until the
Participant is distributed Shares (if any) pursuant to Section 7.





3.           
 Amendment and
Restatement of Section 5(c).   Section 5(c) of the DEIP is
hereby amended and restated in its entirety to read as follows:





“(c)        Periodic
Awards.  At the discretion of the Board, a Qualified Director
may be granted from time to time one or more equity-based awards, which may
include (i) Options, (ii) Restricted Stock, (iii) Stock Appreciation Rights,
(iv) Share Units, (v) Shares and/or (vi) other equity-based or equity-related
awards.  The terms of Options, Restricted Stock and Stock Appreciation
Rights are set forth in Sections 8, 9 and 10, respectively.”





4.          
  Amendment
and Restatement of Section 7(a)(iii).  Section 7(a)(iii) of the
DEIP is hereby amended and restated in its entirety to read as
follows:





“(iii)       Medium of
Distribution.  Any distribution from a Participant’s Cash
Account will be made in cash.  Subject to Section 14 and except as
otherwise set forth in this Section 7(a)(iii), any distribution from a
Participant’s Share Account will be made in whole Shares only, rounded up to the
next whole Share.  Notwithstanding anything to the contrary in the
immediately preceding sentence, the Board shall be permitted to provide that
Share Units will be settled in cash.  Accordingly, to the extent that
the terms of any award of Share Units credited to a Participant’s Share Account
requires that such Share Units be settled in cash instead of in Shares, then any
distribution from such Participant’s Share Account with respect to such Share
Units shall be made in cash in an amount equal to the Market Price of a Share on
the date of distribution multiplied by the number of Share Units (including any
fraction thereof), provided that the Board may specify in the terms of the award
that another amount in cash will be distributed in respect of such Share Units.
To the extent that the Board specifies that Share Units will be settled in cash,
the medium of distribution set forth in the immediately preceding sentence shall
override any provision of this Plan to the contrary requiring the distribution
of such Share Units to be made in Shares.  Share Units settled in cash
will not reduce the number of Shares available under the DEIP as set forth in
Section 3(a).








IN
WITNESS WHEREOF, UAL has executed this Amendment as of the date first above
written.





UAL
CORPORATION








by:
            /s/
      Paul R. LovejoyName:
      Paul R. LovejoyTitle:
      Senior Vice President, General Counsel and
  Secretary