Retirement Plan for Outside Directors - UAL Corp.


                                  
                           UAL CORPORATION
Retirement Plan for Outside Directors, as Supplemented March 30, 1995

                       I.  Effective Date

     The provisions of this plan shall be effective for any Eligible
Director (as defined below) who terminates his/her service with UAL
Corporation (the 'Corporation') on or after January 1, 1987 (the
'Effective Date') thereto.  Notwithstanding the foregoing, the
provisions of this plan which become operable upon the occurrence of
a Change in Control (as hereinafter defined) shall not apply to any
participant who first becomes an Outside Director (as hereinafter
defined) subsequent to the Change in  Control which occurred on July
12, 1994 (the 'Recapitalization') and who as of March 30, 1995, has
not satisfied the months of service requirement entitling such
participant to benefits hereunder (a 'Subsequent Director').  With
respect to each Subsequent Director, the plan shall be read and
interpreted as if the provisions hereof pertaining to a Change in
Control were deleted herefrom, and no Subsequent Director shall be
entitled to any benefits under, or to enforce any provisions of, this
plan that apply to or became operative as a result of a Change in
Control.

                       II.  Purpose

     This Plan is designed to assist the Corporation in attracting
and retaining as directors individuals of superior talent, ability
and achievement.

                      III.  Eligibility

     An Eligible Director entitled to benefits under this Plan shall
be any Outside Director (as defined below) of the Corporation who has
served as a director for at least sixty months, and who retires from
the Corporation's Board of Directors or otherwise terminates service
as a member of such Board of Directors on or after the Effective
Date.  An Outside Director shall be a director of the Corporation who
is not entitled to receive employee pension benefits from the
Corporation or from any of its subsidiaries.

                       IV.  Benefits

1.   An Eligible Director who retires or otherwise terminates service
     as a member of the Corporation's Board of Directors at or after
     age 70, shall receive annually for life a percentage of the
     annual retainer in effect for directors as of the Effective Date
     or as of the date of the director's retirement, whichever is
     greater (the 'Applicable Annual Retainer'), in accordance with
     the following schedule based on his/her months of service as a
     director:

     At least 60 but less than 72 months of service   -  50%
     At least 72 but less than 84 months of service   -  60%
     At least 84 but less than 96 months of service   -  70%
     At least 96 but less than 108 months of service  -  80%
     At least 108 but less than 120 months of service -  90%
     120 or more months of service                    - 100%

     Notwithstanding the foregoing, with respect to an Eligible
     Director who is an Outside Director immediately prior to a
     Change in Control (as defined below) and who thereafter
     retires or otherwise terminates service as a member of the
     Corporation's Board of Directors in connection with such
     Change in Control or at any time thereafter, and regardless
     of such Eligible Director's age at the time of such retirement
     or other termination or service, 'Applicable Annual Retainer'
     shall mean the greatest of (a) the annual retainer in effect for
     directors on January 1, 1987, (b) the annual retainer in effect
     or directors immediately prior to the Change in Control and (c)
     the annual retainer in effect for directors on the date of such
     retirement or other termination of service.

2.   An Eligible Director who retires or otherwise terminates service
     prior to age 70 shall receive annually for a period equal to the
     lesser of (a) the number of months of his/her service as a
     director of the Corporation, or (b) his/her life, the percentage
     of the Applicable Annual Retainer (determined after giving
     effect to the last sentence of Section I of Article IV hereof)
     determined in accordance with the schedule set forth in Section
     1 of Article IV hereof.

3.   Benefits under this Plan shall be payable on or about the 5th
     day of each February, May, August and November (the 'Payment
     Months').  Payments shall commence in the Payment Month
     immediately after an Eligible Director's retirement.

4.   If a retired Eligible Director dies, leaving a surviving spouse,
     before receiving payments under the Plan for a period ('Minimum
     Payment Period') equal to the lesser of (a) 120 months, or (b)
     his/her months of service as a director of the Corporation,
     his/her surviving spouse shall be entitled to payments hereunder
     for a period equal to the lesser of (a) the lifetime of the
     surviving spouse, or (b) the balance of the Minimum Payment
     Period.

5.   For purposes of this Plan, a 'Change in Control' shall be deemed
     to have occurred if (A) any 'person' (as such term is used in
     Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
     as amended (the 'Exchange Act')), is or becomes the 'beneficial
     owner' (as defined in Rule 13d-3 under the Exchange Act),
     directly or indirectly, of securities of the Company
     representing 25% or more of the combined voting power of the
     Company's then outstanding securities (such percentage ownership
     to be determined in the manner provided in Rule
     13-3(d)(1)(i) under the Exchange Act); or (B) during any period
     of two consecutive years or portion thereof (not including any
     period prior to the execution of this Amendment), individuals
     who at the beginning of such period constitute the Board and any
     new director (other than a director designated by a person who
     has entered into an agreement with the Company to effect a
     transaction described in clause (A) or (C) of this Subsection)
     whose election by the Board or nomination for election by the
     Company's shareholders was approved by a vote of at least two-
     thirds (2/3) of the directors then still in office who either
     were directors at the beginning of the period or whose election
     or nomination for election was previously so approved, cease for
     any reason to constitute a majority thereof; or (C) the
     shareholders of the Company approve a merger or consolidation of
     the Company with any other corporation (or similar transaction),
     other than a merger or consolidation (or similar transaction)
     which would result in the voting securities of the Company
     outstanding immediately prior thereto continuing to represent
     (either by remaining outstanding or by being converted into
     voting securities of the surviving entity) at least 80% of the
     combined voting power of the voting securities of the Company or
     such surviving entity outstanding immediately after such merger,
     consolidation or similar transaction (either alone or in
     combination with new or additional voting securities held by
     management of the Company and its subsidiaries) or the
     shareholders of the Company approve a plan of complete
     liquidation of the Company or an agreement for the sale or
     disposition by the Company of all or substantially all of the
     Company's assets.  For purposes of (I) clause (A) of the
     preceding sentence, beneficial ownership of securities of United
     Air Lines, Inc. ('United') representing 25% or more of the
     combined voting power of United's then outstanding securities
     shall be deemed to constitute such beneficial ownership of the
     Company and (II) clause (C) of the preceding sentence, the
     approval by the shareholders of United of a plan of complete
     liquidation of United or an agreement for the sale or
     disposition by United of all or substantially all of United's
     assets shall be deemed to constitute approval by the
     shareholders of the Company of such events in respect of the
     Company.

6.   For purposes of this Article IV an Outside Director who is an
     Outside Director immediately prior to a Change in Control and
     who retires or otherwise terminates service in connection with
     such Change in Control or at any time thereafter (a) shall be
     deemed to have served as a director of the Corporation for a
     period of months equal to the greater of (i) his or her actual
     period of service plus 36 or (ii) 60 (and 'his/her months of
     service' (as used in Section 1 above) and phrases of similar
     import in this Plan shall be calculated by giving effect to such
     deemed service) and (b) shall be deemed to be 3 years older than
     his/her actual age at the time of his/her retirement or other
     termination of service.



                       V.  Administration

     The Plan shall be administered by the Corporation's Executive
Committee (the 'Committee').  The Committee shall have plenary
authority in its discretion, but subject to the provisions of the
Plan, to interpret the Plan, and to make all determinations deemed
advisable for the administration of the Plan.  The determinations of
the Committee shall be conclusive and binding on all interested
parties.

                       VI.  Miscellaneous

1.   Amendment and Termination.  The Committee may amend, modify,
     suspend, or terminate the Plan at any time prior to the
     occurrence of a Change in Control, without the consent of the
     participants but, in the event of any such amendment,
     modification, suspension, or termination, benefit payments which
     have already accrued, are payable in the future, or are being
     paid, will continue in accordance with the Plan as in effect
     prior to such amendment, modification, suspension, or
     termination.  Upon or subsequent to the occurrence of a Change
     in Control, the Committee may amend, modify, suspend or
     terminate the Plan only with the consent of all participants
     herein.

2.   Rights of Directors.  Neither the establishment of the Plan nor
     any action hereafter taken by the Corporation or the Committee
     shall be construed as giving to any director any vested right to
     a benefit from the Plan beyond the terms of the Plan.

3.   Liability.  Neither the Board of Directors of the Corporation
     nor any member of the Committee nor any person to whom any of
     them may delegate any duty or power in connection with
     administering the Plan shall be personally liable for any action
     or failure to act with respect to the Plan.

4.   Nonassignability.  Benefits payable under the Plan shall not be
     subject in any manner to anticipation, assignment, pledge,
     alienation, or charge by an Eligible Director or his/her
     surviving spouse; nor shall any such benefits be in any manner
     liable for or subject to the debts or any other liabilities of
     the Eligible Director or his/her surviving spouse; nor shall any
     interest of any Eligible Director or his/her surviving spouse
     under the Plan be subject to garnishment, attachment, lien, or
     levy of any kind.