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Employees' Stock Purchase Plan - UAL Corp.

                       STOCK PURCHASE PLAN
                         UAL CORPORATION
       (As amended and restated - effective July 12, 1994)

The following is the Employees' Stock Purchase Plan of UAL
Corporation (the 'Company'), superseding the Plan as amended
February 1, 1993:

1.   Purpose.  The purpose of this Employees' Stock Purchase
     Plan of UAL Corporation (hereinafter referred to as the
     'Plan') is to establish a systematic savings program
     that will permit eligible employees of the Company's
     wholly-owned subsidiary, United Air Lines, Inc. and
     United's wholly-owned subsidiaries (collectively,
     'United') to acquire UAL Corporation Common Stock,
     $0.01 par value (hereinafter referred to as the 'Common
     Stock') at market prices currently in effect from time
     to time during the period of an employee's
     participation in the Plan.  The Company's interest in
     establishing the Plan is its belief that ownership of
     stock in the Company by employees will provide an
     additional inducement for such employees to remain with
     their employer and will encourage them, by reason of
     their greater stake in their employer's success, to
     promote the best interests of the Company.

2.   Definition of Eligible Employees.  An eligible employee
     is a regular full-time or regular part-time employee of
     United, but not an employee classified as temporary.
     An employee, however, will not be deemed to be an
     eligible employee if (a) he is in a collective
     bargaining unit in which the employees are represented
     by a labor organization that has disapproved the Plan
     or (b) he is not on the U.S. payroll of United. (The
     U.S. payroll includes employees working in the U.S. or

3.   Effective Date of Plan.  The Plan, as amended herein,
     will become effective on July 12, 1994.

4.   Participation and Payroll Deductions.  Subject to the
     provisions of this and the next succeeding paragraph,
     an employee may become a Participant in the Plan by
     executing and delivering to United an authorization
     directing periodic payroll deductions in multiples of
     $2.50 ('Stock Purchase Deductions') of not less than
     $2.50 per pay period and not less than $2.50 per month,
     for purchases of Common Stock under the Plan. (All
     payroll deductions, stock purchases, dividends and
     other distributions are measured in U.S. dollars.) A
     Participant may adjust his Stock Purchase Deductions by
     submitting a new authorization to United.  The Board of
     Directors of United may, in its discretion, also
     authorize contributions by employees by means other
     than payroll deductions.

5.   Limitations on Investments in Company Securities.

     (a) Notwithstanding any other provision in this Plan to
        the contrary, the maximum amount of Common Stock
        that may be acquired by this Plan will be limited
        as set forth below.

     (b) Definitions.  Capitalized terms not otherwise
        defined by this Plan will have the following

        (i)'Company Plans' means this Plan, any current or
            future tax-qualified defined contribution plan
            maintained by the Company or United (excluding
            the ESOP and the Supplemental ESOP), and any
            other stock purchase plan maintained by the
            Company or United, together with any trusts or
            other funding vehicles associated with such
            plans.  A participant in the Company Plans
            means any person with any account balance in
            any Company Plan.

       (ii) 'Effective Time' has the meaning given in
            the Recapitalization Agreement.

      (iii) 'Employee Group' means each of the
            following groups of employees of the Company or
            United together with associated former
            employees, Beneficiaries, and alternate payees:

            (A) the ALPA Employee Group, which means
                employees represented by the Air Line
                Pilots Association (the 'Association');

            (B) the IAM Employee Group, which means
                employees represented by the International
                Association of Machinists and Aerospace
                Workers ('IAM');

            (C) the AFA Employee Group, which means
                employees represented by the Association of
                Flight Attendants ('AFA'); and

            (D) the Management and Salaried Employee Group,
                which means employees classified by United
                as Management Employees, Salaried
                Employees, or Meteorologist Employees and
                other employees who perform the functions
                performed by salaried and managerial
                employees of the Company and United
                (including any functions that such
                employees will perform in the future).

        (iv)'ESOP' means the UAL Corporation Employee
            Stock Ownership Plan, as amended from time to
            time, together with its related trust(s).

        (v)'ESOP Preferred Stocks' means the following
            stocks issued by the Company: the Class 1 ESOP
            Convertible Preferred Stock, the Class 2 ESOP
            Convertible Preferred Stock, the Class P ESOP
            Voting Junior Preferred Stock, the Class M ESOP
            Voting Junior Preferred Stock, and the Class S
            ESOP Voting Junior Preferred Stock.

        (vi)'Recapitalization Agreement' means the
            Amended and Restated Agreement and Plan of
            Recapitalization, dated as of March 25, 1994,
            as in effect and as amended from time to time,
            among the Company, the Association, and the

        (vii)'Restated Certificate' means the Restated
              Certificate of Incorporation of UAL

        (viii)'Supplemental ESOP' means the UAL
               Corporation Supplemental ESOP and the related

     (c) Limitations on Investment in Common Stock.

        (i) As of any day during the six-month period
            beginning on the Effective Time, Participants
            hereunder in any Employee Group, together with
            any other members of that Employee Group, may
            not acquire, in the aggregate, under this Plan
            and/or under any other Company Plans, more than
            2% of the outstanding Common Stock held by
            persons other than the ESOP and the
            Supplemental ESOP (in addition to any Common
            Stock received by members of such Employee
            Group in the Reclassification, as defined in
            the Recapitalization Agreement).  Purchases and
            sales of Common Stock will be netted at the end
            of each day to determine if the 2% limit is

        (ii) During the six-month period beginning on
             the date after the period described in
             subparagraph (i) above and ending on the last
             day of the 'Measuring Period,' as defined in
             Section 1.10(i) of the Recapitalization
             Agreement, Participants may not acquire any
             Common Stock under this Plan and/or under any
             other Company Plans.

        (iii) At any time on or after the Effective
             Time, the participants in the Company Plans may
             not hold or acquire, in the aggregate, through
             this Plan and/or any other Company Plans, more
             than the lesser of (A) 30% of the shares of
             outstanding Common Stock held by persons other
             than the ESOP and the Supplemental ESOP, or (B)
             20% of the aggregate number of shares of
             outstanding Common Stock, including the number
             of shares of Common Stock issuable upon
             conversion of the ESOP Preferred Stocks
             outstanding or issuable (including Available
             Unissued ESOP Shares, as defined in Article
             FIFTH, Section 1.5 of the Restated Certificate)

        (iv) Participants in any Employee Group,
             together with any other members of such
             Employee Group, may not hold or acquire, in the
             aggregate, through this Plan and/or any other
             Company Plans, more than 10% of the outstanding
             Common Stock at any time on or after the
             Effective Time.

     (d) As provided in the Recapitalization Agreement, each
        share of old $5.00 par value UAL Corporation common
        stock will, on or about July 12, 1994, be converted
        into (i) one-half of a new share of Common Stock
        and (ii) $84.81 in cash.  Such cash will be
        distributed to Participants in this Plan as soon as
        practicable after the Plan receives such cash.
        Participants will continue to participate in the
        Plan with respect to their Common Stock, including
        any fractional shares credited to their accounts in
        connection with the issuance of the new shares of
        Common Stock.

     (e) For the purposes of this Section 5, 'acquire' means
        any net increase in the holding of the applicable
        securities, whether attributable to employee
        contributions, employer contributions, rollover
        contributions, investment transfers, or any other

     (f) The Company will monitor the limitations set forth
        in this Section 5, as well as the parallel
        limitations set forth in other Company Plans.  The
        Company will permit acquisitions of Common Stock to
        occur in the chronological order in which they are
        made until such time as the acquisitions are
        limited by one of the foregoing rules.

6.   Stock Purchases.

     (a) As soon as practicable after the 16th day of each
        month, or more frequently, at United's discretion,
        United will remit the aggregate of the stock
        purchase deductions made through such date to The
        First National Bank of Chicago (hereinafter
        sometimes called the 'Custodian').  As soon as
        practicable after the first day of the following
        month, United will remit the aggregate of the stock
        purchase deductions made through such date to the
        Custodian.  The Custodian will be accountable for
        all remittances received by it from United but will
        have no duty to determine that the amounts remitted
        comply with the requirements of the Plan or with
        authorizations of stock purchase deductions, all of
        which records and computations will be the sole
        responsibility of United.  After each receipt of
        stock purchase deductions, the Custodian will
        purchase, at such times and in such amounts as it
        in its judgment deems appropriate, within the next
        succeeding 20 days, the total number of full shares
        of Common Stock that can be purchased with such
        Stock Purchase Deductions.  Any monies not so
        expended because insufficient to purchase a full
        share will be added to the funds made available
        during the following month for the purchase of
        Common Stock.  Purchases of Common Stock under the
        Plan may be made (i) on the New York, Chicago, or
        Pacific Stock Exchange, or (ii) to the extent
        necessary to provide money for distribution to
        participants in lieu of fractional shares, from
        shares held by the Custodian, at current prices.
        The cost of Common Stock purchased for any of the
        purposes of the Plan will include all brokerage
        charges involved in the purchase.

     (b) In connection with each purchase of Common Stock
        with monies represented by Stock Purchase
        Deductions, a stock purchase account for each
        Participant (which account will be maintained by
        United and not by the Custodian) will be credited
        with a number of shares (whether full or
        fractional) of Common Stock that bears the same
        relationship to the total number of shares
        purchased that the Stock Purchase Deduction of such
        Participant made in such month bears to the total
        Stock Purchase Deductions of all Participants made
        in such month.

     (c) All certificates for shares of Common Stock
        purchased under the Plan will be issued in the name
        of the Custodian or of a nominee of the Custodian
        and will be delivered to and held by the Custodian.
        United will reimburse the Custodian for all of its
        expenses, except brokerage charges, and United will
        pay the Custodian such reasonable compensation as
        may be agreed upon from time to time by United and
        the Custodian.  To the extent that United does not
        pay such expenses and compensation, the Custodian
        will be entitled to reimbursement therefor from the
        property held by it as Custodian.  The expenses of
        United in connection with the maintenance of
        accounts of the Participants will be paid by

7.   Dividends and Other Distributions.

     (a) The Custodian, upon receipt by it of any cash
        dividends upon the shares of Common Stock held by
        it under the Plan, will forthwith remit such cash
        dividends to United.  Within approximately two
        weeks after dividend payment date, United will
        cause such dividends to be distributed in cash to
        the employees for whose accounts shares of Common
        Stock were held by the Custodian as of the
        respective record dates for the payment of such
        dividends; provided that if a Participant withdraws
        from the Plan, payment of his proportion of
        dividends held for his account will be made as soon
        as practicable after such withdrawal as hereafter
        provided in Section 9.

     (b) If the Company declares a stock dividend on the
        Common Stock or a split-up or reclassification of
        the Common Stock, such stock dividend or any Common
        Stock resulting from such split-up or
        reclassification will be delivered to the
        Custodian, and United will cause a proportionate
        credit to be made to the respective accounts of the
        employees entitled thereto (except as otherwise
        provided in Section 5(d)).

     (c) The Company will deliver to each Participant a
        proxy to vote at any meeting of shareholders the
        number of full shares of Common Stock that is held
        for the account of such Participant by the
        Custodian on such record date, and will deliver to
        such Participant all reports and other
        communications addressed by the Company to its

8.   Participant's Cessation of Stock Purchase Deductions.
     A Participant may, at any time, direct United, in
     writing, to cease making Stock Purchase Deductions.
     Such action will not terminate the Participant's
     participation in the Plan.

9.   Delivery of Stock and Credit Balances on Termination.

     (a) Upon the earliest to occur of any one of the
        following events:  (i) termination of a
        Participant's employment with United, with or
        without cause, (ii) the Participant's retirement,
        (iii) the payment of any money from the stock
        purchase account of a Participant, or the delivery
        of any stock by the Custodian to anyone other than
        the Participant, in either case pursuant to the
        order or judgment of any Court, or (iv) the filing
        of a petition in bankruptcy by or against the
        Participant, the Participant's participation in the
        Plan will terminate.  The Plan will terminate as to
        all employees on such date hereafter designated by
        the Company's Board of Directors as the termination
        date of the Plan.

     (b) As soon as practicable after the termination of a
        Participant's participation in the Plan, United
        will pay to such Participant in cash the amount of
        Stock Purchase Deductions, if any, made for such
        Participant and not used for the purchase of Common
        Stock and will cause the Custodian to deliver to
        such Participant (i) certificates for the number of
        full shares of Common Stock then held by the
        Custodian for the account of such Participant, and
        (ii) cash for any fractional share of Common Stock
        then held by the Custodian for such Participant, as
        follows: United will direct the Custodian to sell
        sufficient shares to cover the aggregate amount of
        fractional shares allocated to the accounts of all
        terminating Participants and the net proceeds will
        be distributed to the respective Participants in
        the ratio that the fractional shares allocated in
        each account bears to the total fractional shares.
        United will also deliver to each such Participant
        the portion of any dividend held by United for the
        account of such Participant.  Payments or
        deliveries pursuant to the order or writ of any
        court will release United and the Custodian from
        any further liability with respect to the items so
        paid or delivered.

     (c) United will pay all applicable stock transfer  taxes
        in  respect  of  transfers of Common  Stock  by  the
        Custodian with respect to employees.

10.  Withdrawal of Stock.  Once during each calendar year, a
     Participant may withdraw all or any number of full
     shares of Common Stock credited to his account in the
     Plan without affecting such Participant's continued
     participation in the Plan.  If a Participant withdraws
     all of his Common Stock and any cash credited to his
     account, he will cease to be a Participant in the Plan.
     A Participant may, however, reenroll in the Plan at any
     later time if he is then eligible, provided, however,
     that the one withdrawal per calendar year rule
     specified above in this Section will apply continuously
     dating back to any earlier periods of participation.

11.  Issuance of Certificates.  A Participant may request
     his stock certificate to be issued in joint tenancy
     (the Participant and one other adult person of legal
     responsibility) by written direction.

12.  Transfer of Rights and Designation of Beneficiaries.
     Except as otherwise provided in this Section, no rights
     or interests under the Plan may be transferred or
     pledged.  An employee may designate a beneficiary or
     beneficiaries to receive, in the event of his death,
     the shares of Common Stock and uninvested cash or cash
     for fractional shares, if any, credited or to be
     credited to his account.  Such designation may be
     amended, replaced, or revoked by the employee at any
     time.  All designations, amendments, replacements, and
     revocations of designations will be on forms prescribed
     by United and must be received by United before the
     death of the employee.  Distribution of shares of
     Common Stock and cash, if any, will be made in
     accordance with such designation to the extent it is
     valid and enforceable under applicable law.  If there
     is no such valid designation of a beneficiary who is
     surviving upon the death of the employee, distribution
     of the employee's interest in the Plan will be made to
     the employee's estate.

13.  Administration of the Plan.

     (a) The Plan will be administered by United, which
        reserves the right to limit participation in the
        Plan as to both individual employees and in the
        aggregate and, from time to time, to adopt rules
        and regulations for carrying out the Plan or for
        providing for matters not specifically covered
        thereby.  Any notices to United concerning
        administration of the Plan and any requests for
        information covering the Plan and its
        administration should be sent to United Airlines -
        WHQPZ, Stock Purchase Plan, P.O. Box 66100,
        Chicago, IL 60666.  The administrator's telephone
        number is (708) 952-4596.

     (b) United will provide a report to each Participant,
        at least annually, showing the number of shares of
        Common Stock credited to his account as of the end
        of the preceding calendar year.

14.  Responsibilities of Custodian.  All directions to the
     Custodian will be in writing and will be signed by an
     officer of United.  The Custodian may accept any such
     written direction or certificate as conclusive evidence
     of any facts therein stated and will be under no
     obligation at any time to call for any further
     evidence.  The Custodian will not incur any liability
     whatsoever for acting or refraining to act in
     accordance with any such direction of United and will
     not have any obligation to see the application of any
     monies or property transferred or delivered by the

15.  Immunities of Custodian.  United will indemnify and
     save harmless the Custodian of and from any and all
     liabilities, costs, and expenses (including attorneys
     fees) incurred by the Custodian or to which the
     Custodian may be subjected by reason of its activities
     under the Plan.  To the extent that United fails to
     provide for any such liabilities, costs, or expenses,
     the Custodian will be entitled to reimbursement
     therefor from the property held by it as Custodian.

16.  Litigation.  If there is any litigation relative to the
     Plan or to property held by the Custodian or United
     thereunder, whether or not the Custodian or United be
     party thereto, either or both thereof may rely and act
     upon any order entered by any court, whether with or
     without jurisdiction, and upon any writ or garnishment,
     writ of attachment, or other writ issued by any such

17.  Amendment and Termination of the Plan.  The Plan may be
     amended or terminated as authorized by resolution of
     the Board of Directors of the Company, but not in
     contravention of the Recapitalization Agreement.

IN WITNESS WHEREOF, this Plan has been adopted and executed
as of July 12, 1994 by the following duly authorized officer
of the Company.

                                   UAL CORPORATION

                                   By:  /s/ Francesca Maher
                                   Name:  Francesca Maher
                                   Title:  Vice President-Law and
                                           Corporate Secretary

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