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Published: 2008-03-26

Class SAM Preferred Stockholders' Agreement - UAL Corp., Joseph V. Vittoria and Paul G. George



                 CLASS SAM 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'), Joseph V. Vittoria (the 'Designated Nominee')
          and Paul G. George (the 'Designated Stockholder').

                    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, the Air Line
          Pilots Association, International ('ALPA') and the
          International Association of Machinists and Aerospace
          Workers ('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') shall, until the Termination Date (as defined in
          the Restated Certificate), consist of twelve (12)
          directors (subject to adjustment in certain
          circumstances), one (1) of whom shall be the designated
          representative (the 'Salaried/Management Director') of
          the salaried and management employees of United Airlines,
          Inc. ('United'), nominated and elected and/or appointed
          as provided in the Governance Documents and in this
          Agreement;

                    WHEREAS, the Governance Documents contemplate
          that at the Effective Time, the Company shall issue to
          the Designated Nominee and the Designated Stockholder,
          and each of them shall be the registered holder of, two
          shares and one share, respectively, of the Class SAM
          Junior Preferred Stock, par value $.01 per share, of the
          Company (the 'Class SAM Preferred Stock'), each such
          share of Class SAM Preferred Stock having the relative
          rights, privileges and powers as set forth in the
          Restated Certificate (the holders of the Class SAM
          Preferred Stock from time to time are referred to
          individually herein as a 'Class SAM Preferred
          Stockholder' and are collectively referred to herein as
          the 'Class SAM Preferred Stockholders');

                    WHEREAS, the Governance Documents contemplate
          that Class SAM Preferred Stock may be held only by the
          Salaried/Management Employee Director and by a designated
          additional shareholder, each of whom shall be a Class SAM
          Preferred Stockholder;

                    WHEREAS, pursuant to the Class SAM Preferred
          Stock Subscription Agreement dated July 12, 1994, by and
          among the Company, the Designated Nominee and the
          Designated Stockholder, the Company is selling to the
          Designated Nominee and the Designated Stockholder, and
          the Designated Nominee and the Designated Stockholder are
          each purchasing from the Company, two shares and one
          share, respectively, of Class SAM Preferred Stock; and 

                    WHEREAS, the parties hereto have entered into
          this Agreement in order to effectuate the terms and
          intent of the Governance Documents regarding the issuance
          of the Class SAM Preferred Stock.

                    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 first to occur of the ALPA Termination Date
          and the IAM Termination Date (each as defined in Article
          FIFTH of the Restated Certificate).

                    2.  Voting for Election of the Salaried/
          Management Employee Director; Filling of Vacancies.  At
          all elections for the Salaried/Management Employee
          Director, whether at a meeting of shareholders or
          pursuant to action by written consent without a meeting,
          each Class SAM Preferred Stockholder shall vote, or act
          by written consent with respect to, each share of Class
          SAM Preferred Stock held by such Class SAM Preferred
          Stockholder in favor of the candidate for Salaried/
          Management Employee Director nominated pursuant to
          Section 8 of this Agreement.  In the event of a vacancy
          of the seat of the Salaried/Management Employee Director,
          other than upon the scheduled expiration of the term on
          the Board of the Salaried/Management Employee Director,
          it is agreed that such vacancy shall be filled with a
          candidate nominated pursuant to Section 8 of this
          Agreement.

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

                    4.  Restrictions on Transfer of the Class SAM
          Preferred Stock.  Except as provided in Sections 5 and
          8(c) hereof, a Class SAM Preferred Stockholder may not
          sell, transfer, pledge, assign, hypothecate or otherwise
          dispose of any interest in (each, a 'Disposition') any
          share of Class SAM Preferred Stock, including, without
          limitation, by operation of law or otherwise.  Any
          purported Disposition of any share of Class SAM 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 SAM Preferred Stock shall be automatically
          redeemed by the Company as provided in, and subject to,
          Article FOURTH, Part IX, Sections 1.2 and 9 of the
          Restated Certificate (the 'Automatic Redemption').  The
          certificates evidencing the shares of Class SAM 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 of the Restated By-Laws.

                    5.  Return of the Shares of Class SAM Preferred
          Stock; Resignation of any Non-Nominated Director. 
          Notwithstanding anything contained in Section 4 of this
          Agreement to the contrary, the Designated Nominee,
          immediately upon (i) the expiration of his or her term of
          office as the Salaried/Management Employee Director
          (unless concurrently therewith such individual is re-
          elected for an additional term as the Salaried/Management
          Employee Director), (ii) his or her removal as the
          Salaried/Management Employee 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 the Salaried/Management
          Employee Director, (iv) his or her ceasing to serve as
          the Salaried/Management Employee Director for any reason
          whatsoever, (v) his or her disqualification pursuant to 
          Section 8(d) of this Agreement, or (vi) his or her
          failure to be re-nominated to continue to serve as the
          Salaried/Management Employee Director pursuant to Section
          8 of this Agreement (in any such case, the 'Terminated
          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 SAM Preferred Stockholder's shares of Class SAM
          Preferred Stock, duly endorsed for transfer, to (a) such
          individual's elected or appointed successor as the
          Salaried/Management Employee Director, upon such
          successor executing and delivering an agreement in the
          form of Exhibit B hereto, or (b) in the case where no
          such successor Salaried/Management Employee Director has
          been elected or appointed concurrently with such
          individual's removal, resignation, disqualification
          pursuant to Section 8(d) of this Agreement or failure to
          be re-nominated or otherwise ceasing to serve as the
          Salaried/Management Employee Director, to the Company, to
          be held in escrow to be delivered to the successor of
          such Terminated 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
          B hereto.  The Company shall immediately effect an
          Automatic Redemption with respect to, or if such
          Automatic Redemption is not applicable, the Terminated
          Director shall sell and the Company, subject to legally
          available funds therefor, shall purchase, all shares of
          Class SAM Preferred Stock of any Terminated Director who
          fails to comply with the transfer requirements of this
          Section 5 and shall (subject to the following sentence)
          transfer or re-issue such redeemed or purchased shares to
          such Terminated Director's successor upon such successor
          executing and delivering an agreement in the form of
          Exhibit B annexed hereto.  If such Terminated Director's
          successor is elected or appointed and executes and
          delivers an agreement in the form of Exhibit B annexed
          hereto prior to such Automatic Redemption or purchase by
          the Company, the Company shall issue to such successor
          two shares of Class SAM Preferred Stock upon the payment
          of the par value thereof.  In addition, if the Designated
          Nominee fails to be re-nominated as the Salaried/
          Management Employee Director pursuant to Section 8 of
          this Agreement, such individual shall immediately resign
          from the Board and if such individual fails to so
          immediately resign from the Board, each of the Class SAM
          Preferred Stockholders (including the Class SAM 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 SAM Preferred
          Stock to immediately remove such individual from the
          Board, without cause.  A Terminated 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 Salaried/Management Employee
          Director.  Immediately upon the election or appointment
          (as the case may be) of an individual to replace or
          succeed any Terminated Director, such individual shall
          execute and deliver to the Company and the remaining
          parties hereto an agreement (in the form of Exhibit B
          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 the Salaried/Management Employee Director fail
          either (i) to become a Class SAM Preferred Stockholder or
          (ii) to execute and deliver an agreement in the form of
          Exhibit B annexed hereto, each of the Class SAM Preferred
          Stockholders shall vote (or act by written consent with
          respect to) their shares of Class SAM Preferred Stock to
          remove such person as the Salaried/Management Employee
          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 and the Class SAM
          Preferred Stockholders 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 first to occur of the ALPA
          Termination Date and the IAM Termination Date.  Should
          any Class SAM Preferred Stockholder fail to execute and
          deliver the extension of this Agreement required by this
          Section 7 (a 'Non-Extending Stockholder'), each Class SAM
          Preferred Stockholder, including each Non-Extending
          Stockholder, shall vote (or act by written consent with
          respect to) their shares of Class SAM Preferred Stock to
          remove such Non-Extending Stockholder from the Board,
          without cause, if such Non-Extending Stockholder is the
          Salaried/Management Employee Director.

                    8.  Nomination and Election of the
          Salaried/Management Employee Director.  (a)  The
          Designated Nominee named herein shall be the initial
          Designated Nominee hereunder, and the Designated
          Stockholder named herein shall be the initial Designated
          Stockholder hereunder, each of whom shall serve in such
          capacity until a replacement is named pursuant to this
          Section 8.

                    (b)  The Designated Nominee shall be the
          initial candidate for election as the Salaried/Management
          Employee Director and shall serve in such capacity until
          another candidate is elected or appointed to be the
          replacement Designated Nominee (the 'Replacement
          Designated Nominee') in accordance with the procedures
          identified in Exhibit A hereto.  Upon such election or
          appointment, the Designated Nominee shall transfer the
          share of Class SAM Preferred Stock held by him or her to
          the Replacement Designated Nominee for a purchase price
          equal to the par value thereof, and the Replacement
          Designated Nominee shall purchase such share and shall
          execute and deliver a copy of an agreement in the form of
          Exhibit B hereto, as provided elsewhere herein. 
          Thereupon, the Replacement Designated Nominee shall
          become the 'Designated Nominee' hereunder for all
          purposes, and the Designated Nominee and the Designated
          Stockholder, as Class SAM Preferred Stockholders, shall
          vote to elect such Designated Nominee as the Salaried/
          Management Employee Director, as provided elsewhere
          herein.  In the case of a vacancy of the Board seat for
          the Salaried/Management Employee Director, a candidate
          for election shall be identified in accordance with the
          procedures in Exhibit A as the Salaried/Management
          Employee Director, and such person shall become the
          Replacement Designated Nominee hereunder.

                    (c)  The Designated Stockholder shall serve in
          such capacity until another candidate is nominated to be
          the replacement Designated Stockholder (the 'Replacement
          Designated Stockholder') in accordance with the procedure
          identified in Exhibit A hereto.  Upon such nomination,
          the Designated Stockholder shall transfer the share of
          Class SAM Preferred Stock held by him or her to the
          Replacement Designated Stockholder for a purchase price
          equal to the par value thereof, and the Replacement
          Designated Stockholder shall purchase such share and
          shall execute and deliver a copy of an agreement in the
          form of Exhibit B hereto, as provided elsewhere herein. 
          Thereupon, the Replacement Designated Stockholder shall
          become the 'Designated Stockholder' hereunder for all
          purposes.  The Designated Stockholder agrees to sell and
          the Company agrees to purchase (which may be by
          redemption) all shares of Class SAM Preferred Stock of
          any Designated Stockholder who fails to comply with the
          transfer requirements of this Section 8(c) by paying the
          par value of each share being purchased to such
          Designated Stockholder and shall (subject to the
          following sentence) transfer or re-issue such purchased
          shares to the Replacement Designated Stockholder upon
          such Replacement Designated Stockholder executing and
          delivering an agreement in the form of Exhibit B annexed
          hereto.  If such Replacement Designated Stockholder
          executes and delivers an agreement in the form of Exhibit
          B annexed hereto prior to such purchase by the Company,
          the Company shall issue to such successor one share of
          Class SAM Preferred Stock upon the payment of the par
          value thereof.

                    (d)  Any person who is otherwise not
          disqualified pursuant to the terms of this Agreement
          shall be qualified to become the Designated Nominee or
          the Designated Stockholder hereunder.  Notwithstanding
          anything in the foregoing portion of this paragraph (d)
          to the contrary, any person who, as a Class SAM Preferred
          Stockholder, has failed to vote the share or shares of
          Class SAM Preferred Stock for the candidate for election
          as the Salaried/Management Employee Director nominated by
          the System Roundtable shall be disqualified hereunder
          from serving as either a Designated Nominee or a
          Designated Stockholder thereafter unless such
          disqualification is thereafter lifted by the System
          Roundtable.

                    (e)  The System Roundtable shall communicate
          its actions by written notice (or communicated orally and
          confirmed in writing), given in person, sent by facsimile
          transmission or other electronic medium or sent by
          overnight express service to the addresses that the
          parties hereto shall provide in writing to the System
          Roundtable from time to time.

                    (f)  The System Roundtable is the intended
          third-party beneficiary of this Agreement, and the
          parties hereto agree for the benefit of the System
          Roundtable, however constituted, that they shall perform
          their respective agreements hereunder.  The System
          Roundtable and the members thereof shall not be liable to
          any person on account of any action it or they may take
          pursuant to the terms of this Agreement.

                    9.  Waiver of Claims.  Except as provided in
          Section 13, each Class SAM 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.

                    10.  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 SAM
          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 except as provided herein.

                    11.  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.

                    12.  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.

                    13.  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.

                    14.  Amendments.  This Agreement may not be
          amended or modified unless such amendment or modification
          (i) is approved in writing by the Company and each then
          existing Class SAM Preferred Stockholder and (ii) is
          consented to by the Independent Directors and the Outside
          Public Directors (each as defined in the Restated
          Certificate).

                    15.  Entire Agreement.  This Agreement,
          together with the Class SAM Preferred Stock Subscription
          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


                                      /s/ Joseph V. Vittoria
                                      ____________________________ 
                                      Joseph V. Vittoria
                                      Designated Nominee


                                      /s/ Paul G. George
                                      ____________________________
                                      Paul G. George
                                      Designated Stockholder


                             EXHIBIT A TO THE
                           CLASS SAM PREFERRED
                         STOCKHOLDERS' AGREEMENT

                        SALARIED/MANAGEMENT EMPLOYEES
                     DIRECTOR AND DESIGNATED STOCKHOLDER 
                              SELECTION PROCESS

          *    The Salaried/Management Employees Director shall be
               nominated by the System Roundtable.  

          *    The Designated Stockholder shall be the senior
               executive of United who has primary responsibility
               for human resources (the 'Executive') unless and
               until the Company has purchased (which may be by
               redemption) all shares of Class SAM Preferred Stock
               of any Designated Stockholder in accordance the
               fourth sentence of Section 8(c) of the Agreement. 
               In the event of such purchase, the Replacement
               Designated Stockholder shall be as identified by the
               System Roundtable until such Executive is no longer
               the senior executive of United who has primary
               responsibility for human resources.

          *    The System Roundtable shall establish a committee
               (the 'Selection Committee') of four employees to
               select the nominee for Salaried/Management Employees
               Director and the Replacement Designated Stockholder
               in accordance with the immediately preceding
               paragraph, which selection must be approved by a
               majority of the System Roundtable.  

          *    The Selection Committee or the System Roundtable may
               engage executive search firms and other consultants
               to assist in the selection of a nominee and may
               consult with legal counsel and the Company's
               management in making the selections.


                            EXHIBIT B TO THE
                           CLASS SAM PREFERRED
                         STOCKHOLDERS' AGREEMENT

                    In consideration of the receipt of the
          [one/two] share[s] of Class SAM 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 SAM Preferred Stockholders' Agreement,
          made as of the 12th day of July, 1994, by and among UAL
          Corporation and certain individuals who were named to
          serve as the initial Designated Nominee and the initial
          Designated Stockholder (the 'Agreement'), as if the
          undersigned were the original [Designated Stockholder/
          Designated Nominee] under 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, the ALPA and the IAM.

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

          Dated:                             ___________________________