Restricted Stock Agreement - UAL Corp.


                                 
              FORM OF RESTRICTED STOCK AGREEMENT


AGREEMENT made as of July 13, 1999 between ______________
('Recipient') and UAL Corporation (together with its wholly owned
subsidiary, United Air Lines, Inc., the 'Company').  For purposes
of this Agreement, the term 'Shares' shall mean 25,000 shares of
Common Stock, $0.01 par value ('Common Stock'), of the Company.

WHEREAS, Recipient has been awarded the Shares in accordance with
and subject to the terms of this Agreement.


NOW THEREFORE IT IS AGREED:

     1 .  Promptly after the execution of this Agreement by
          Recipient, the Company shall cause Harris Trust and
          Savings Bank of Chicago, the transfer agent for the
          Common Stock (together with its successors and assigns,
          the 'Transfer Agent'), to make a book entry record
          showing ownership for the Shares in the name of the
          Recipient subject to the terms and conditions of this
          Agreement.
     
          The Shares shall be issued from Common Stock reserved
          for issuance pursuant to the 1998 Restricted Stock Plan
          ('Restricted Stock Plan') as grants under such plan
          ('Plan Shares').
          
     2.   During the Restricted Period (as herein defined) for
          the Shares, Recipient shall not sell, assign, exchange,
          transfer, pledge, hypothecate or otherwise dispose of
          or encumber any of such Shares.

     3.   Recipient represents that the Shares are being acquired
          for investment and that Recipient has no present
          intention to transfer, sell or otherwise dispose of the
          Shares, except in compliance with applicable securities
          laws, and the parties agree that the Shares are being
          acquired in accordance with and subject to the terms,
          provisions and conditions of this Agreement.  These
          agreements shall bind and inure to the benefit of the
          parties' respective heirs, legal representatives,
          successors and assigns.

     4.   No Shares shall be released from restrictions until the
          fifth anniversary date of this Agreement, subject to
          earlier release pursuant to Section 7 of the Restricted
          Stock Plan.  A certificate for all Shares granted
          pursuant to this Agreement will be issued to Recipient
          following such date of release, or, at Recipient's
          election, may be transferred in book entry form to
          Recipient's brokerage account (subject to any
          adjustment made therein to withhold Shares to pay taxes
          as provided in Section 5 hereof).  Any period during
          which Shares are subject to restriction hereunder is
          herein referred to as the 'Restricted Period.'
          Notwithstanding the foregoing, in the event of
          separation or termination of the Recipient's employment
          with the Company for any reason, including as a result
          of the Recipient's retirement, death or disability, all
          unreleased, restricted Shares shall be forfeited upon
          such separation or termination.

     5.   The Company shall be required to withhold the amount of
          taxes required to satisfy any applicable federal, state
          and local tax withholding obligations arising from the
          lapse of restrictions on Shares.  Recipient may elect
          to satisfy any such tax obligation in cash or by
          authorizing the Company to withhold from the Shares
          issued to Recipient as a result of the lapse of the
          restrictions on Shares, the number of whole shares of
          Common Stock required to satisfy such tax obligation,
          the number to be determined by the fair market value of
          the Shares on the date of the lapse of the restrictions
          on Shares.  If Recipient elects to withhold shares of
          Common Stock to satisfy any such tax obligation,
          Recipient shall pay in cash any obligation which
          remains after the application of whole shares that is
          less than the value of a whole share.

     6.   The Company hereby confirms that (i) in the event the
          outstanding shares of Common Stock of the Company shall
          be changed into an increased number of shares, through
          a stock dividend or a split-up of shares, or into a
          decreased number of shares, through a combination of
          shares, then immediately after the record date for such
          change, the number of Shares then subject to this
          Agreement shall be proportionately increased, in case
          of such stock dividend or split-up of shares, or
          proportionately decreased, in case of such combination
          of shares; and
          (ii) in the event that, as result of a reorganization,
          sale, merger, consolidation or similar occurrence,
          there shall be any other change in the shares of Common
          Stock of the Company, or of any stock or other
          securities into which such Common Stock shall have been
          changed, or for which it shall have been exchanged,
          then equitable adjustments to the Shares then subject
          to this Agreement (including, but not limited to,
          changes in the number or kind of shares then subject to
          this Agreement) shall be made.

     7.   Recipient understands that the Company will, and
          Recipient hereby authorizes the Company to, issue such
          instructions to the Transfer Agent as the Company may
          deem necessary or proper to comply with the intent and
          purposes of this Agreement.  This paragraph shall be
          deemed to constitute the stock power contemplated by
          the Restricted Stock Plan.



     8.   This Agreement shall be binding upon and inure to the
          benefit of the parties hereto and the successors and
          assigns of the Company and the heirs and personal
          representatives of the Recipient.

     9.   This  Agreement shall be governed by the  laws  of  the
          State of Illinois applicable to agreements made and  to
          be performed entirely within such State.

     10.  This Agreement may not be altered, modified, changed or
          discharged, except by a writing signed by or on  behalf
          of both the Company and the Recipient.



IN WITNESS WHEREOF, the parties have signed this Agreement as
of the date first written above.



                                   UAL CORPORATION





                                   By:________________________________   
___________________________        Name:  James E. Goodwin
Recipient                          Title: Chairman and Chief Executive
                                          Officer