0001047469-08-008342 Sample Contracts

EMPLOYMENT AGREEMENT AMENDMENT NO. 1
Employment Agreement • July 24th, 2008 • Ual Corp /De/ • Air transportation, scheduled • Delaware

This Amendment No. 1 (this “Amendment”) to the Employment Agreement, dated September 29, 2006 (the “Employment Agreement”), among UAL Corporation, a Delaware corporation (“UAL”), United Air Lines, Inc., a Delaware corporation (“UA”, UAL and UA sometimes collectively referred to herein as “United”), and Peter D. McDonald (the “Executive”) is made as of this 15th day of May, 2008.

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AMENDMENT NO. 3 TO PETER D. MCDONALD SECULAR TRUST AGREEMENT
Trust Agreement • July 24th, 2008 • Ual Corp /De/ • Air transportation, scheduled

THIS AMENDMENT NO. 3 is made as of this 15th day of May, 2008 to the Peter D. McDonald Trust Agreement, dated September 29, 2006, as previously amended on March 12, 2007, and June 4, 2007 (the “Trust Agreement”), by and among UAL Corporation (the “Company”), Peter D. McDonald (the “Executive”) and The Northern Trust Company, as trustee (the “Trustee”).

RESTRICTED SHARE AWARD NOTICE
Restricted Share Award Notice • July 24th, 2008 • Ual Corp /De/ • Air transportation, scheduled • Delaware

This Restricted Share Award Notice (this “Award Notice”) sets forth the terms and conditions of an award of «Restricted_Shares» shares (the “Award”) of the Company’s Common Stock, $0.01 par value, that are subject to certain restrictions on transfer and risks of forfeiture and other terms and conditions specified herein (“Restricted Shares”) and that are granted to you under the UAL Corporation 2008 Incentive Compensation Plan (the “Plan”).

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