Class I Junior Preferred Stockholders' Agreement - UAL Corp. and the Air Line Pilots Association International


               CLASS I JUNIOR PREFERRED STOCKHOLDERS' AGREEMENT

                    This Agreement (the 'Agreement') has been made
          and entered into as of this 12th day of July, 1994, by
          and among UAL Corporation, a Delaware corporation (the
          'Company'), the Air Line Pilots Association,
          International ('ALPA'), pursuant to its authority as the
          collective bargaining representative for the crafts or
          class of pilots employed by United Airlines, Inc.
          ('United'), the International Association of Machinists
          and Aerospace Workers ('IAM'), pursuant to its authority
          as the collective bargaining representative for the
          crafts or classes of mechanics and related employees,
          ramp and stores employees, food service employees,
          dispatchers and security officers employed by United,
          Duane D. Fitzgerald, Richard D. McCormick, John K. Van de
          Kamp, Paul A. Volcker (each such individual, an
          'Individual Party' and collectively, the 'Individual
          Parties').

                    WHEREAS, pursuant to the terms of and schedules
          to the Agreement and Plan of Recapitalization, dated as
          of March 25, 1994, by and among the Company, ALPA and the
          IAM (as amended, the 'Recapitalization Agreement'),
          including the terms of the restated certificate of
          incorporation of the Company to be effective as of the
          Effective Time (as defined in the Recapitalization
          Agreement) (the 'Restated Certificate') and the restated
          By-Laws of the Company to be effective as of the
          Effective Time (the 'Restated By-Laws') (the
          Recapitalization Agreement, the Restated Certificate and
          the Restated By-Laws, collectively, the 'Governance
          Documents'), the board of directors of the Company (the
          'Board') will, until the Termination Date (as defined in
          the Restated Certificate) consist of twelve (12)
          directors (subject to adjustment in certain
          circumstances), four (4) of whom are to be independent
          directors (the 'Independent Directors') nominated and
          elected and/or appointed as provided herein and in the
          Governance Documents;

                    WHEREAS, the ALPA and the IAM have entered into
          the Recapitalization Agreement based in part on the
          composition and operation of the Board as provided for in
          the Governance Documents and each has a substantial
          interest in assuring that the terms thereof and of this
          Agreement are carried out;

                    WHEREAS, the Governance Documents contemplate
          that, at the Effective Time, pursuant to the terms of a
          subscription agreement to be entered into by and between
          the Company and each initial Independent Director, the
          Company shall issue to each initial Independent Director,
          and each initial Independent Director shall be the
          registered holder of, one share of the Class I Junior
          Preferred Stock of the Company (the 'Class I Preferred
          Stock'), each such share of Class I Preferred Stock
          having the relative rights, privileges and powers as set
          forth in the Restated Certificate (the holders of the
          Class I Preferred Stock from time to time, including each
          Individual Party so long as and whenever such Individual
          Party is a holder of Class I Preferred Stock, are
          referred to individually herein as a 'Class I Preferred
          Stockholder' and are collectively referred to herein as
          the 'Class I Preferred Stockholders');

                    WHEREAS, the Governance Documents contemplate
          that Class I Preferred Stock may be held only by
          Independent Directors and that each Independent Director
          shall be a Class I Preferred Stockholder during such time
          as such person serves as an Independent Director; and

                    WHEREAS, the parties hereto have entered into
          this Agreement in order to effectuate the terms and
          intent of the Governance Documents regarding the
          Independent Directors;

                    NOW, THEREFORE, in consideration of the
          foregoing premises, the mutual covenants herein contained
          and other good and valuable consideration the receipt of
          which is hereby acknowledged, the parties hereto hereby
          agree as follows:

                    1.   Effective Date; Term.  This Agreement
          shall become effective simultaneous with the Effective
          Time and shall remain in effect in accordance with the
          terms hereof until the earlier of (i) the tenth
          anniversary of the Effective Time or such later date to
          which the duration of this Agreement shall be permitted
          under the General Corporation Law of the State of
          Delaware (the 'GCL'), as the same may hereafter from time
          to time be amended, it being the express intention of the
          parties hereto that this Agreement shall remain in effect
          (subject to clause (ii) of this Section 1) for more than
          ten (10) years if permitted under, and for as long as
          permitted under, the GCL, as amended from time to time,
          and (ii) the Termination Date (as defined in the Restated
          Certificate).

                    2.   Voting for Election of Independent
          Directors; Filling of Vacancies.  At all elections for
          Independent Directors, whether at a meeting of
          stockholders or pursuant to action by written consent
          without a meeting, each Class I Preferred Stockholder
          shall vote, or act by written consent with respect to,
          each share of Class I Preferred Stock held by such
          Class I Preferred Stockholder in favor of the candidates
          for Independent Directors nominated by the Independent
          Director Nomination Committee (as defined in the Restated
          Certificate) pursuant to Article FIFTH, Section 4.1.6 of
          the Restated Certificate.  In the event of a vacancy of
          an Independent Director other than upon the scheduled
          expiration of an Independent Director's term on the
          Board, it is agreed that such vacancy shall be filled by
          the Independent Director Nomination Committee in
          accordance with Article FIFTH, Section 4.1.6 of the
          Restated Certificate.

                    3.   Grant of Proxy.  Each Class I Preferred
          Stockholder does hereby constitute and appoint each of
          the other parties hereto (including each of the other
          Class I Preferred Stockholders), other than the Company,
          as his or her proxy to vote and/or to act by written
          consent with respect to all of the shares of Class I
          Preferred Stock owned by such Class I Preferred
          Stockholder in accordance with the provisions of this
          Agreement in the event that such Class I Preferred
          Stockholder shall fail to do so, to the same extent and
          with the same effect as such Class I Preferred
          Stockholder could do so.  The proxy hereby granted by
          each Class I Preferred Stockholder is given in
          consideration of the proxy hereby granted by each other
          Class I Preferred Stockholder and in consideration of the
          other mutual covenants herein contained, and as such the
          proxy granted hereby by each Class I Preferred
          Stockholder is coupled with an interest and shall be
          irrevocable for so long as such Class I Preferred
          Stockholder remains a holder of Class I Preferred Stock.

                    4.   Restrictions on Transfer of the Class I
          Preferred Stock.  Except as provided in Section 5 hereof,
          a Class I Preferred Stockholder may not sell, transfer,
          pledge, assign, hypothecate or otherwise dispose of any
          interest in (each, a 'Disposition') any share of Class I
          Preferred Stock, including, without limitation, by
          operation of law or otherwise.  Any purported Disposition
          of any share of Class I Preferred Stock in violation of
          this Section 4 shall be null and void and of no force and
          effect as to the proposed transferee and, upon any such
          purported Disposition, such share of Class I Preferred
          Stock shall be automatically redeemed by the Company as
          provided in and subject to, Article FOURTH, Part X of the
          Restated Certificate (the 'Automatic Redemption').  The
          certificates evidencing the shares of Class I Preferred
          Stock shall bear a legend describing the transfer and
          voting restrictions and Automatic Redemption set forth in
          this Agreement, as well as any other restrictions imposed
          by the Restated Certificate or the Restated By-Laws.

                    5.   Return of the Shares of Class I Preferred
          Stock; Resignation of Non-Nominated Independent Directors. 
          Notwithstanding anything contained in Section 4 of this
          Agreement to the contrary, each Class I Preferred
          Stockholder, immediately upon (i) the expiration of his or
          her term of office as an Independent Director (unless
          concurrently therewith such individual is re-elected for an
          additional term as an Independent Director), (ii) his or
          her removal as an Independent Director pursuant to Article
          FIFTH, Section 2.8 of the Restated Certificate or pursuant
          to the penultimate sentence of this Section 5, (iii) his or
          her resignation as an Independent Director, (iv) his or her
          ceasing to serve as an Independent Director for any reason
          whatsoever, (v) his or her failure to continue to be
          qualified and serve as an Independent Director in
          accordance with Article FIFTH, Section 2.4 of the Restated
          Certificate, or (vi) his or her failure to be re-nominated
          to continue to serve as an Independent Director by the
          Independent Director Nomination Committee at a meeting of
          such Committee at which such re-nomination is voted upon
          (in any such case, the 'Terminated Independent Director'),
          shall deliver or cause to be delivered, in exchange for the
          payment of the par value of each share so delivered, the
          stock certificate representing such Class I Preferred
          Stockholder's shares of Class I Preferred Stock, duly
          endorsed for transfer, to (a) such individual's elected or
          appointed successor as an Independent Director, upon such
          successor executing and delivering an agreement in the form
          of Exhibit A hereto, or (b) in the case where no such
          successor Independent Director has been elected or
          appointed concurrently with such individual's removal,
          resignation, failure to remain qualified or failure to be
          re-nominated or otherwise ceasing to serve as an
          Independent Director, to any Independent Director then in
          office, or if there are no Independent Directors then in
          office, to the Corporation to be held in escrow to be
          delivered to the successor of such Terminated Independent
          Director when such successor (x) is duly elected or
          appointed, as the case may be, and (y) executes and
          delivers an agreement in the form of Exhibit A hereto.  The
          Company shall immediately effect the Automatic Redemption
          with respect to, or if such Automatic Redemption is not
          applicable, the Terminated Independent Director shall sell
          and the Company, subject to legally available funds
          therefor, shall purchase, all shares of Class I Preferred
          Stock of any Terminated Independent Director who fails to
          comply with the transfer requirements of this Section 5 and
          shall (subject to the following sentence) transfer or
          reissue such redeemed or purchased shares to such
          Terminated Independent Director's successor upon such
          successor executing and delivering an agreement in the form
          of Exhibit A annexed hereto.  If such Terminated
          Independent Director's successor is elected or appointed
          and executes and delivers an agreement in the form of
          Exhibit A annexed hereto prior to such Automatic Redemption
          or purchase, the Company shall issue to such successor one
          share of Class I Preferred Stock upon the payment of the
          par value thereof.  In addition, if a Class I Preferred
          Stockholder fails to be re-nominated as an Independent
          Director by the Independent Director Nomination Committee
          (as described above), such individual shall immediately
          resign from the Board and if such individual fails to so
          immediately resign from the Board, each of the Class I
          Preferred Stockholders (including the Class I Preferred
          Stockholder who has failed to so immediately resign from
          the Board) shall promptly vote (or act by written consent
          with respect to) their shares of Class I Preferred Stock to
          immediately remove such individual from the Board, without
          cause.  A Terminated Independent Director who resigns from,
          is removed from or otherwise ceases to be a member of the
          Board and otherwise complies with the provisions of this
          Section 5 shall no longer be deemed to be a party to this
          Agreement.

                    6.   Replacement Independent Directors. 
          Immediately upon the election or appointment (as the case
          may be) of an individual to replace or succeed to any
          Terminated Independent Director, such individual shall
          execute and deliver to the Company, ALPA, the IAM and the
          remaining parties hereto an agreement (in the form of
          Exhibit A annexed hereto) agreeing to be bound by each of
          the terms of this Agreement, and from and after the
          execution and delivery of such agreement, such individual
          shall be deemed to be a party to this Agreement.  Should
          any individual who has been elected or appointed, as the
          case may be, as an Independent Director fail either
          (i) to become a Class I Preferred Stockholder or (ii) to
          execute and deliver an agreement in the form of Exhibit A
          annexed hereto, each of the Class I Preferred
          Stockholders shall vote (or act by written consent with
          respect to) their shares of Class I Preferred Stock to
          remove such person as an Independent Director, without
          cause.

                    7.   Mandatory Extensions.  Not later than two
          years prior to the date, if any, on which this Agreement
          would otherwise expire pursuant to clause (i) of
          Section 1 of this Agreement, the Company, the Class I
          Preferred Stockholders, the ALPA and the IAM shall
          execute and deliver to each other an extension of this
          Agreement for a period of time equal to the longest
          period then permitted by law, but in no event beyond the
          Termination Date.  Should any Class I Preferred
          Stockholder fail to execute and deliver the extension of
          this Agreement required by this Section 7 (a 'Non-
          Extending Independent Director'), each Class I Preferred
          Stockholder, including each Non-Extending Independent
          Director, shall vote (or act by written consent with
          respect to) their shares of Class I Preferred Stock to
          remove such Non-Extending Independent Director from the
          Board, without cause.

                    8.   Waiver of Claims.  Except as provided in
          Section 12, each Class I Preferred Stockholder hereby
          waives any and all claims, whether for damages or
          otherwise, which such individual may otherwise have
          against any person or entity in connection with such
          person or entity performing the terms of, or otherwise
          acting in accordance with, this Agreement.

                    9.   Binding Effect.  The provisions of this
          Agreement shall be binding upon and inure to the benefit
          of the parties hereto and their respective successors and
          assigns (and, in the case of a deceased Class I Preferred
          Stockholder, such individual's estate and heirs),
          provided that no party may assign, delegate or otherwise
          transfer any of its rights or obligations under this
          Agreement without the written consent of the Outside
          Public Directors (as defined in Article FIFTH,
          Section 2.3 of the Restated Certificate), ALPA and the
          IAM.

                    10.  Governing Law.  This Agreement shall be
          construed in accordance with and governed by the laws of
          the State of Delaware, without regard to the conflicts of
          laws principles thereof.

                    11.  Counterparts.  This Agreement may be
          signed in any number of counterparts, each of which shall
          be an original, with the same effect as if the signature
          thereto and hereto were upon the same instrument.

                    12.  Specific Performance.  The parties hereto
          agree that if any of the provisions of this Agreement
          were not performed in accordance with their specific
          terms or were otherwise breached, irreparable damage
          would occur, no adequate remedy of law would exist and
          damages would be difficult to determine, and that the
          parties shall be entitled to specific performance of the
          terms hereof, in addition to any other remedy at law or
          equity.

                    13.  Amendments.  This Agreement may not be
          amended or modified unless such amendment or modification
          (i) is approved in writing by each of the ALPA, the IAM
          and each then existing Class I Preferred Stockholder and
          (ii) is consented to by the Outside Public Directors.

                    14.  Entire Agreement.  This Agreement
          constitutes the entire agreement between the parties
          hereto with respect to the subject matter hereof and,
          except as otherwise contemplated hereby, supersedes all
          other prior agreements and understandings, both written
          and oral, between the parties hereto with respect to the
          subject matter hereof.


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

                                   UAL CORPORATION

                                   By:/s/ Joseph R. O'Gorman
                                      ______________________________
                                      Name:  Joseph R. O'Gorman
                                      Title: Executive Vice President

                                   AIR LINE PILOTS ASSOCIATION,
                                     INTERNATIONAL

                                   By:/s/ Roger D. Hall
                                      ______________________________
                                      Name:  Roger D. Hall
                                      Title: Chairman, UAL-MEC

                                   INTERNATIONAL ASSOCIATION OF
                                     MACHINISTS AND AEROSPACE
                                     WORKERS

                                   By:/s/ Ken Thiede
                                      ______________________________
                                      Name:  Ken Thiede
                                      Title: President and General Chairman

                                   /s/ Duane D. Fitzgerald
                                   _________________________________
                                   Duane D. Fitzgerald

                                   /s/ Richard D. McCormick
                                   _________________________________
                                   Richard D. McCormick

                                   /s/ John K. Van de Kamp
                                   _________________________________
                                   John K. Van de Kamp

                                   /s/ Paul A. Volcker
                                   _________________________________
                                   Paul A. Volcker



                              EXHIBIT A TO THE
                              CLASS I PREFERRED
                           STOCKHOLDERS' AGREEMENT

                  In consideration of the receipt of the one share
        of Class I Preferred Stock of the Company and other good and
        valuable consideration the receipt of which is hereby
        acknowledged, the undersigned hereby agrees to be bound by
        and perform each of the terms of the Class I Preferred
        Stockholders' Agreement, made as of the ____ day of July,
        1994, by and among the Company, ALPA, the IAM and certain
        individuals who currently serve or heretofore have served as
        Independent Directors of the Company (the 'Agreement'), as
        if the undersigned were an original Individual Party to the
        Agreement.  Capitalized terms not defined herein shall have
        the meanings ascribed to them in the Agreement and Plan of
        Recapitalization, dated as of March 25, 1994, as amended
        from time to time, by and among the Company, ALPA and the
        IAM.

                  IN WITNESS WHEREOF, the undersigned has executed
        this Agreement to be bound by the Class I Preferred
        Stockholders' Agreement as of the date set forth below.

        Dated:                           ___________________________