_____ Amendment



Exhibit 10.1


Declaration of Amendment

to

UAL Corporation

Success Sharing Program -

Performance Incentive Plan

          By virtue and
in exercise of the amending power reserved to UAL Corporation (the "Company")
under the UAL Corporation Success Sharing Program -Performance Incentive
Plan (the "Plan") and pursuant to a resolution of the Board of Directors
of the Company dated March 24, 2005, the Plan is hereby amended, effective
January 1, 2005, as follows:

          1. The definition
of "Performance Objectives" in paragraph I.F. is amended by amending and
restating the last two sentences of such definition to read as follows:

"'Performance Objectives' may be described in terms of Company, Affiliate
or division performance, or, for International Employees, in terms of performance
related to a foreign jurisdiction, either absolute or by relative comparison
to other companies or any other external measure of the Performance Objective.
Performance Objectives shall be stated in terms of a 'threshold,' 'target'
and 'maximum' level in every instance; however, 'target' may be identical
to either 'threshold' or 'maximum.'"

          2. The definition
of "Selected Performance Objectives" in paragraph I.F. is amended by amending
and restating the last sentence of such definition to read as follows:
"'Selected Performance Objectives' (i) may be separately established
for International Employees by the Company's Senior Vice President - People
in accordance with paragraph I.E.; (ii) may vary among Employers; and (iii)
shall be uniform among Qualified Employees of United Air Lines, Inc., except
as it relates to Cargo Division Employees."

          3. Paragraph I.F.
is amended by adding a new definition for "Cargo Division Employees" to
read as follows:
"Cargo Division Employees. 'Cargo Division Employees' are those
Qualified Employees of United Air Lines, Inc. who are classified by the
Employer as employees of the Cargo Division of United Air Lines, Inc. and
those employees of the Finance Division whose duties are principally related
to providing support services to the Cargo Division, but excluding
(i) Collective Bargaining Employees who are covered by a collective bargaining
agreement which does not expressly provide for coverage under the Plan
based all or in part on Selected Performance Objectives described in terms
of the performance of the Cargo Division of United Air Lines, Inc., (ii)
International Employees who are not specifically designated as participating
in the Plan based all or in part on Selected Performance Objectives described
in terms of the performance of the Cargo Division of United Air Lines,
Inc. and (iii) the President of the Cargo Division of United Air Lines,
Inc., provided, however, the Company's Chief Operating Officer and Senior
Vice President - People may collectively determine, on a prospective basis,
that the President of the Cargo Division will be treated as a Cargo Division
Employee. "

          IN WITNESS WHEREOF,
the undersigned has executed this Declaration of Amendment this 24th day
of March, 2005.

 





                  
UNITED AIR LINES, INC.











                                                                              
By: /s/ Paul R. Lovejoy
                                                                              
Name: Paul R. Lovejoy

                                                                              
Title: Senior Vice President, General

                                                                              
Counsel & Secretary