As Amended August 31, 1994 UAL CORPORATION 1992 STOCK PLAN FOR OUTSIDE DIRECTORS 1. Purpose. The purposes of the Plan are to attract and retain outstanding individuals as outside directors of the Company, to compensate them for their contributions to the growth and profits of the Company and its subsidiaries and to encourage ownership by them of shares of Common Stock of the Company. 2. Definitions. (a) 'Board' shall mean the Board of Directors of the Company. (b) 'Committee' shall mean the Compensation Committee of the Board, selected by and serving at the pleasure of the Board. (c) 'Shares' shall mean shares of the common stock of the Company, par value $0.01 per share. (d) 'Company' shall mean UAL Corporation. (e) 'Outside Director' means a director of the Company who, on the applicable Date of Award, is not an employee of the Company or a subsidiary of the Company. (f) 'Date of Award' shall mean the date on which Shares are granted to Outside Directors pursuant to Section 3(a) hereof. (g) 'Plan' shall mean the UAL Corporation 1992 Stock Plan for Outside Directors. (h) 'Recipient' shall mean an Outside Director of the Company to whom Shares are granted pursuant to the Plan. 3. Shares Available Under the Plan. (a) Each Outside Director shall be granted 100 Shares on July 1, 1992 and shall be granted 100 Shares on the first business day of January in each subsequent year commencing with the year 1993; provided, however, that with respect to the year 1995 only, such grant of 100 Shares shall occur on the first business day of the month of February. (b) An aggregate of 20,000 Shares will be available for grant under the Plan. Such Shares, which shall be treasury shares, shall be credited to a Share reserve. Upon the grant of Shares hereunder, said reserve shall be reduced by the number of Shares so granted. (c) In the event of any stock dividend, stock split, recapitalization, or merger, consolidation, or reorganization in which the Company is the survivor, appropriate adjustments shall be made in the aggregate number and kind of Shares which may be granted under the Plan. Such adjustments shall be made by the Committee. In determining what adjustment, if any, is appropriate, the Committee may rely on the advice of independent counsel and the accountants of the Company, and the determination of the Committee shall be final. No fractional Shares of stock shall be granted or authorized by any such adjustment. 4. Administration. To the extent necessary, the Committee shall administer the Plan and it shall have the power to (1) construe and interpret the provisions of the Plan, (2) to prescribe, amend and rescind such rules and regulations as it deems necessary for the proper administration of the Plan, and (3) to take such action in connection with administering the Plan as it deems necessary or advisable. All determinations by the Committee in carrying out, administering or construing this Plan shall be final, binding and conclusive for all purposes and upon all persons interested herein. 5. Limitations. (a) Except as provided herein, no person shall at any time have any right to receive a grant of Shares hereunder. (b) Neither the action of the Company in establishing the Plan, nor any action taken by it or by the Board or the Committee under the Plan, nor any provision of the Plan, shall be construed as giving to any person the right to be retained as a member of the Board. 6. Amendment, Suspension or Termination of the Plan in Whole or in Part. (a) Except as provided in subsections (b) - (c) of this Section 6, the Compensation Committee of the Board may amend, suspend or terminate the Plan in whole or in part at any time. (b) No amendment, suspension or termination shall, without a Recipient's consent, affect adversely such Recipient's rights with respect to Shares which have been granted to him. (c) The provisions in the Plan shall not be amended more than once every six months, except as permitted by Rule 16b-3(c) (2)(ii)(B) promulgated under the Securities Exchange Act of 1934, as amended, or any successor thereto. 7. Continuation of Benefits. Absent express provision to the contrary, upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company is not the surviving corporation, the Plan shall terminate. 8. Governing Law. This Plan, shall be governed by, and construed in accordance with, the laws of the State of Illinois. If any provision shall be held by a court of competent jurisdiction to be invalid and unenforceable, the remaining provisions of this Plan shall continue to be fully effective.