exh10_1.htm


    Exhibit
      10.1
 

    AMENDMENT
      NO. 2

    TO

    PETER
      D.
      MCDONALD

    SECULAR
      TRUST AGREEMENT

    


    


    
      THIS
        AMENDMENT NO. 2 is made as of this 4th day of
        June, 2007
        to the Peter D. McDonald Trust Agreement, dated September 29, 2006 (the
“Trust”), 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
      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 in the manner described herein.

    


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

    


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

    


    
          “(g)
        If the
        Trustee receives notice that the Executive is deceased, then any amounts
        payable
        to the Executive pursuant to the Trust shall instead be paid 100% to the
        trustee
        then acting under the Peter D. McDonald Trust under Agreement dated June
        9, 2005
        (“2005 Living Trust”).  Effective as of the date of this Agreement,
        the Executive represents that (i) the Executive is the current trustee of
        the
        2005 Living Trust, and (ii) Dora McDonald is the named successor trustee
        of the
        2005 Living Trust.  The Executive acknowledges and agrees that in the
        event of the Executive’s death, The Northern Trust Company, as Trustee
        hereunder, is entitled to conclusively rely on representations by Dora McDonald
        as to her being the successor trustee of the 2005 Living Trust, and the
        Executive further acknowledges and agrees that The Northern Trust Company,
        as
        Trustee, shall have no further duty of inquiry and shall be fully protected
        in
        making payments in the event of his death, based upon such notifications
        and
        representations.  In the event that Dora McDonald’s death precedes the
        death of the Executive, the Executive shall promptly provide the Trustee
        with a
        written certification of the person who shall replace Dora McDonald as the
        successor trustee of the 2005 Living Trust.  The Executive
        acknowledges and agrees that the Trustee shall be entitled to conclusively
        rely
        on such certification from the Executive.”



    IN
      WITNESS WHEREOF, the parties have executed this Amendment No. 2 as of the date
      first above written.



    
      	 	
              Attest:

            	
              UAL
                CORPORATION

            
	 	 	 
	 	
              /s/
                Barbara Thomas

            	
              /s/
                Paul R. Lovejoy

            
	 	 	 
	 	
              Name:  Barbara
                Thomas

            	
              Name:  Paul
                R. Lovejoy

            
	 	 	 
	 	
              Title:    Paralegal

            	
              Title:    Senior
                Vice President, General

            
	 	 	
                          
                Counsel and Secretary

            
	 	 	 
	 	 	 
	 	
              Attest:

            	
              THE
                NORTHERN TRUST COMPANY,

            
	 	 	
              and
                Trustee

            
	 	 	 
	 	
              /s/
                Deborah K. Finn

            	
              By:  /s/
                David M. Cyganiak

            
	 	 	 
	 	
              Name:  Deborah
                K. Finn

            	
              Name:  David
                M. Cyganiak

            
	 	 	 
	 	
              Title:    Vice
                President

            	
              Title:    Vice
                President

            
	 	 	 
	 	 	 
	 	 	
              PETER
                D. MCDONALD

            
	 	 	 
	 	 	
              /s/  Peter
                D.
                McDonald