UAL Corporation 1995 Directors Plan
By virtue and in exercise of the amending power reserved to the Board of Directors of UAL Corporation (the "Company") by Section 5 of the UAL Corporation 1995 Directors Plan (the "Plan"), the Plan is amended as follows:
1. Section 2 is amended by adding a new Subsection 2.3 to read as follows:
6.1 Application. This Section 6 applies to amounts which are deferred, or Deferred Stock Unit awards made, under this Plan after December 31, 2004, including earnings adjustments thereon (referred to as 'Section 409A Deferrals').
6.2 Requirements Applicable to Section 409A Deferrals.
(b) Notwithstanding Section 4.4, Section 409A Deferrals will be distributed in a single payment of cash.
(c) Distribution of an Outside Director's Section 409A Deferrals may not be accelerated unless such accelerated payment is permitted under Code section 409A or the guidance issued thereunder."
UAL CORPORATION
By: /s/ Paul R. Lovejoy
Name: Paul R. Lovejoy
Title: Senior Vice President, General Counsel
and Secretary