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Published: 2008-03-26

Restricted Stock Deposit Agreement - UAL Corp. and Stuart I. Oran



               RESTRICTED STOCK DEPOSIT AGREEMENT



AGREEMENT made as of July 12, 1994 between Stuart I. Oran
('Recipient') and UAL Corporation (the 'Company').

WHEREAS, Recipient has been awarded 20,000 shares (the 'Shares')
of UAL Corporation Common Stock, $0.01 par value per share, in
accordance with and subject to the terms of this Agreement.


NOW THEREFORE IT IS AGREED:

          1.   Recipient will deposit a stock certificate in the
          name of the Recipient for the Shares (the
          'Certificate') with the Corporate Secretary of UAL
          Corporation (the 'Escrow Agent') and duly endorse in
          blank and transmit to the Escrow Agent the attached
          stock power (the 'Stock Power').

          2.   The Escrow Agent will hold the Certificate and
          Stock Power and deliver certificates representing all
          or a portion of the Shares and the Stock Power to the
          Recipient or to the Company, as the case may be, in
          the manner and at the times set forth herein.

          3.   During the period the Certificate is held by the
          Escrow Agent, Recipient shall (i) have such rights
          with respect to the Shares as are specified in
          Sections 7(a) and (b) of the UAL Corporation 1988
          Restricted Stock Plan (the 'Restricted Stock Plan')
          that would have been applicable to the Recipient had
          the Shares been awarded to him under the Restricted
          Stock Plan and (ii) not sell, assign, exchange,
          transfer, pledge, hypothecate or otherwise dispose of
          or encumber any of the Shares.

          4.   Recipient represents that the Shares are being
          acquired by him for investment and that he 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.

          5.   Seven thousand five hundred (7,500) of the Shares
          will be released from escrow and from all restrictions
          under this Agreement upon the satisfaction of all
          applicable federal, state and local tax withholding
          obligations arising from the otherwise unrestricted
          grant of such Shares on the date hereof (the 'Tax-Only
          Restricted Shares').  Two thousand five hundred
          (2,500) of the Shares will be released from
          restrictions under this Agreement on January 15, 1995
          and 2,500 of the Shares will be released from
          restrictions under this Agreement on each of the
          first, second, third and fourth anniversary dates of
          this Agreement, and a certificate for the so released
          Shares will be issued to Recipient following January
          15, 1995 or each such anniversary date, as applicable
          (all such shares being referred to as the 'Other
          Restricted Shares').  Notwithstanding the foregoing,
          (i) in the event that the Recipient's employment with
          the Company is terminated by the Company without cause
          the Other Restricted Shares shall continue to vest for
          a period of 12 months following such date of
          termination, and (ii) in the event of separation or
          termination of the Recipient's employment for any
          other reason, including as a result of the Recipient's
          death or disability, all unreleased, Restricted Shares
          (but not unreleased Tax-Only Restricted Shares) shall
          be forfeited upon such separation or termination of
          the Recipient's employment with the Company unless the
          Compensation Committee of the Board of Directors of
          the Company elects to terminate the restrictions on
          such shares.

          6.   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 allocations of or the lapse of
          restrictions on Shares.  The Company shall withhold
          Shares for this purpose from any release of the Shares
          otherwise distributable to the Recipient, based on the
          fair market value of the Shares; provided, however,
          that this Section 6 shall be inoperative if and to the
          extent that its application would result in the
          establishment of a 'derivative security' and a 'put
          equivalent position' (each as defined in Rule 16a-1
          promulgated under the Securities Exchange Act of 1934,
          as amended (the 'Exchange Act')), in which case the
          Company will make other appropriate arrangements with
          the Recipient to satisfy such tax withholding
          obligations.

          7.   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.

          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



/s/ Stuart I. Oran                 By /s/ Francesca M. Maher
Recipient                          Name: Francesca M. Maher
                                   Title: Vice President-Law and
                                   Corporate Secretary



Social Security Number


Address


The Escrow Agent hereby acknowledges receipt of the Shares re
ferred to above and agrees to hold them in accordance with the
terms of the foregoing Deposit Agreement.



                                   /s/ Francesca M. Maher
                                   Secretary, UAL Corporation

                           STOCK POWER



FOR VALUE received Stuart I. Oran does hereby sell, assign and
transfer unto Francesca M. Maher, Corporate Secretary of UAL
Corporation, as Escrow Agent, in accordance with that certain
Restricted Stock Deposit Agreement dated as of the date hereof,
between the undersigned and UAL Corporation (the 'Deposit Agree
ment'), that number of shares of UAL Corporation Common Stock
awarded to me under Section 4(d) of that certain Employment
Agreement, dated as of the date hereof, between the undersigned
and UAL Corporation, that as subject to the restrictions of the
Deposit Agreement and do hereby irrevocably constitute and ap
point said Escrow Agent as Attorney to transfer the said stock
on the books of UAL Corporation, with full power of substitution
in the premises.


DATED:  July 12, 1994



                                      /s/ Stuart I. Oran
                                      Stuart I. Oran