_____ Amendment



Exhibit 10.1


Declaration of Amendment

to

UAL Corporation

Success Sharing Program -

Performance Incentive Plan


 



       WHEREAS, UAL Corporation has adopted
the UAL Corporation Success Sharing Program - Performance Incentive Plan
(the "Plan"); and

       WHEREAS, the Plan reserves to the
UAL Corporation's Senior Vice President - People the authority (i) to establish
or amend Exhibits to the Plan reflecting the terms of the Plan as applied
to International Employees and (ii) to amend the definition of Wages as
reflected in Appendix B.

       NOW, THEREFORE, the undersigned
hereby amends, effective January 1, 2004, Appendix B to read as set forth
in the attached revised Appendix B and hereby amends Exhibits D, L and
N to read as set forth in the attached revised Exhibits D, L and N.

       IN WITNESS WHEREOF, the undersigned
has executed this Declaration of Amendment this 15th day of July, 2004.

 

 

 

 

 /s/ Sara A. Fields

 Sara A. Fields

  Senior Vice President - People

 

 




Appendix B

Wages









B-1.  Inclusions.  For purposes of Paragraph
III.C.1. the following items are included in the definition of Wages:

	
base pay
	
overtime pay
	
holiday pay
	
longevity pay
	
sick pay
	
lead/purser/service director pay
	
high skill premium/longevity pay
	
language premium
	
international and night flying premium pay
	
pay for time taken as vacation
	
payment for accrued vacation not taken as vacation when paid on account
of (i) a leave or (ii) a termination of employment due to a reduction in
force or for military leave
	
shift differential pay
	
back pay (other than judicial or administrative awards of grievance pay
or back pay or settlement thereof)
	
delayed activation pay
	
bypass pay
	
check pilot premium pay
	
double town salary expense
	
senior/junior manning pay
	
operational integrity pay
	
temporary reclass pay
	
Hawaiian override


B-2.  Exclusions.  For purposes of Paragraph III.C.2.
the following items are excluded in the definition of Wages:
	
deferred compensation (other than pursuant to Code Sec. 125 or 401(k))
	
moving expense and similar allowances
	
KERP I and KERP II awards
	
performance incentive awards, profit sharing awards or sales incentive
awards
	
expense reimbursements and per diems
	
severance, termination pay and related payments
	
payment for accrued vacation time not taken as vacation when paid on account
of termination of employment, other than on account of a reduction in force
or for a military leave
	
disability and workers compensation payments
	
duty-free commissions
	
recognition lump sums
	
flight expense
	
retropay created by execution of a collective bargaining agreement, unless
the collective bargaining agreement requires inclusion
	
reimbursable cleaning
	
Employer contributions to employee benefit plans
	
solely for purposes of making an award payment under this Plan, judicial
or administrative awards for grievance pay or back pay (including settlements
thereof)
	
imputed income for employee or dependent life insurance coverage
	
imputed income from pass service charges
	
taxable travel
	
imputed income from domestic partner benefits
	
cash payments made pursuant to any agreement, program, arrangement or plan
designed to compensate an employee for amounts that may not be credited
or allocated to the employee under a qualified retirement plan due to limitations
imposed by tax laws
	
taxable fringe benefits, including taxable reimbursement of insurance premiums
	
expatriate allowances
	
hiring bonuses or other special payments relating to the initiation of
employment
	
amounts realized with respect to restricted stock, non-qualified stock
options or stock appreciation rights
	
lost luggage advance
	
interest payments


B-3.  Special Crediting Rule.  For purposes of
allocating Wages earned by a Qualified Employee for services rendered during
a Performance Period but received following termination of employment,
such Wages will be treated as received on the Qualified Employee's last
day of employment with the Employer.

Exhibit D

Brazil









            I.    

Participation.

        A.   
Eligibility. 
International Employees who are working regularly in Brazil, who are on
the Employer's Brazilian payroll and who are not subject to the terms of
a collective bargaining agreement with the Employer, unless the terms of
such agreement require that such employees participate in the Plan, are
eligible to participate in the Plan ("Covered Brazilian Employees").
        B.   
Acknowledgement. 
In order to receive an award under the Plan, a Covered Brazilian Employee
must execute a written acknowledgement in the form and manner established
by the Employer.

 

 
    II      Plan Terms.

 

A.     Plan Type.  The Plan shall
be implemented in Brazil as a profit sharing plan.
B.     Collective Bargaining Agreement. 
The terms of the Plan as applied to Covered Brazilian Employees shall be
subject to the terms of any collective bargaining agreement.

C.     Time of Payments.  Covered Brazilian
Employees will be paid their Quarterly Incentive Awards for the first and
second calendar quarters, if any, on or about the August 31 immediately
following such calendar quarters, and their Quarterly Incentive Awards
for the third and fourth quarters, if any, on or about the March 31 immediately
following such calendar quarters. Any Incentive Award for a calendar year
will be payable on or about the March 31 immediately following such calendar
year.

D.     Expiration.  This Exhibit D shall
terminate effective December 31, 2004.

 

 



Exhibit L
Japan









I.       Participation.

        A.   
Eligibility. 
International Employees who are working regularly in Japan, who are on
the Employer's Japanese payroll and who are not subject to the terms of
a collective bargaining agreement with the Employer, unless the terms of
such agreement require that such employees participate in the plan, are
eligible to participate in the Plan ("Covered Japanese Employee").
II.      Plan Terms.  The terms
of the Plan as applied to a Covered Japanese Employee shall be established
by the terms of a separate writing approved by the Company's Senior Vice
President - People.

 

 



Exhibit N
Mexico









I.      Participation.

        A.   
Eligibility. 
International Employees who are working regularly in Mexico, who are on
the Employer's Mexican payroll and who are not subject to the terms of
a collective bargaining agreement with the Employer, unless the terms of
such agreement require that such employees participate in the Plan, are
eligible to participate in the Plan ("Covered Mexican Employees").
        B.   
Acknowledgement. 
In order to receive an award under the Plan, a Covered Mexican Employee
must execute a written acknowledgement in the form and manner established
by the Employer.

 

 

        II.    

Plan Terms.

A.     Offset For Mandatory Profit Sharing. 
A Covered Mexican Employee's award under the Plan shall be offset (but
not below zero) by the amount of any profit sharing payment such employee
is entitled to receive under Mexico's mandatory profit sharing law.
B.     Expiration.  This Exhibit N shall
terminate effective December 31, 2004.