Employment Agreement - UAL Corp. and James E. Goodwin

Employment Agreement

Amendment No. 1

THIS AMENDMENT, made as of the 28th day of October 2001, by and
between UAL Corporation, a Delaware corporation ("UAL") and United Air
Lines, Inc., a Delaware corporation ("UA", UAL and UA sometimes collectively
referred to as "United") and James E. Goodwin ("Executive").

WITNESSETH THAT:

WHEREAS, the parties hereto have executed an employment agreement,
dated as of April 12, 1999 providing for the employment by United of the
Executive (the "Employment Agreement"); and

WHEREAS, the parties hereto hereby desire to amend the Employment
Agreement ("Amendment");

NOW, THEREFORE, the parties hereto hereby agree as follows:


1.      
Section 5(d) shall be amended by the addition of the following subsection
(ix) to read as follows:

(ix)    Executive shall provide United with
assistance on an as needed basis with respect to issues and events originating
during Executive's employment with United. In order for Executive to be
able to respond to any requests by United on these matters, United shall
reimburse Executive for the cost of, or at United's option, provide Executive
with office and secretarial support for a period of five (5) years beginning
on Executive's Termination Date. To the extent United provides the secretarial
support to Executive for any portion of the period, the only reimbursement
the Executive shall be entitled to receive is for his direct office space
expense. The reimbursement for office space shall not exceed thirty thousand
dollars ($30,000) per year (prorated for partial years). If secretarial
support provided by United is discontinued, Executive shall employ his
own secretarial support and the cost of such support shall be included
within the annual reimbursement. The annual reimbursement for office space
and secretarial services (prorated for partial years) may not exceed ninety-five
thousand dollars ($95,000). The annual limits for reimbursements may be
adjusted for annual increases but in no event to exceed 5% per year.

2.       Section 5(d) shall be amended by
the addition of the following subsection (x) to read as follows:


(x)     A. In consideration of the payments
and benefits provided in subsection (ix) above, Executive hereby voluntarily,
knowingly, willingly, irrevocably, and unconditionally releases United
and UAL together with their respective parents, subsidiaries and affiliates,
and each of their respective officers, directors, employees, representatives,
attorneys and agents, and each of their respective predecessors, successors
and assigns (collectively, the "Releasees") from any and all charges, complaints,
claims, liabilities, obligations, promises, agreements, causes of action,
rights,. Costs, losses, debts, and expenses of any nature whatsoever, known
or unknown, which against them Executive or his successors or assigns ever
had, now have or hereafter can, shall or may have (either directly, indirectly,
derivatively or in any other representative capacity) by reason of any
matter, fact or cause whatsoever arising from the beginning of time to
the date of this Amendment, including without limitation all claims arising
under Title VII of the Civil Rights Act of 1991, the federal Age Discrimination
in Employment Act of 1967 ("ADEA"), the Americans with Disabilities Act
of 1990, the Employee Retirement Income Security Act of 1974, the Family
and Medical Leave Act of 1993, the Equal Pay Act of 1963, each as amended;
and all other federal, state or local laws, rules, regulations, judicial
decisions or public policies now or hereafter recognized, including but
not limited to the Illinois Human Rights Act, as amended. This release
by Executive of the Releasees also includes, without limitation, all claims
arising under each employee pension, employee welfare, and executive compensation
plan of United now in effect or hereafter adopted, except for any benefits
to be provided to Executive under this Employment Agreement or Amendment.
Executive acknowledges that he has received all of the benefits he is entitled
to receive under paragraphs 3 and 5 of this Employment Agreement and the
Restricted Stock Unit Agreement dated April 12, 1999, and he hereby releases
the Releasees from any claims to such to such benefits except as to those
benefits which are to continue until October 28, 2004 pursuant to this
Employment Agreement. It is agreed that this subsection shall survive termination
of the Employment Agreement. Nothing in this subsection shall affect or
impair any right Executive has to either (1) indemnification pursuant to
United's or UAL's bylaws or applicable law or (2) any vested benefit under
United's employee benefit plans.

         B. Executive expressly acknowledges and agrees
that by entering into this Amendment, Executive is waiving any and all
rights or claims that he may have arising under the ADEA, as amended, which
have arisen on or before the date of execution of this Amendment. Executive
further expressly acknowledges and agrees that:


(i)      In return for this Agreement, Executive
will receive compensation beyond that which he was already entitled to
receive before entering into this Agreement;

(ii)      Executive has been advised by United
to consult with an attorney before signing this Agreement;

(iii)     Executive was given a copy of this Agreement
on or before November 7, 2001. Executive has been informed that Executive
has until November 28, 2001 within which to consider the Agreement. Changes
made to the Agreement at the request of UA or Executive will not extend
the consideration period. If Executive considers and executes this Agreement
before November 28, 2001, then Executive agrees that he has had a reasonable
period of time to consider the Agreement; and

(iv)     Executive was informed that Executive had
seven (7) days following the date of execution of the Agreement in which
to revoke the Agreement. After seven (7) days this Agreement will become
effective, enforceable and irrevocable unless written revocation is received
by the undersigned from Executive on or before the close of business on
the seventh (7th) day after Executive executed this Agreement. If Executive
revokes this Agreement it shall not be effective or enforceable and Executive
will not receive the compensation or benefits described in this Agreement.



         C. United and UAL together agree that they have
entered into this Amendment on a purely voluntary basis, and in consideration
of the benefits provided to them herein, they further agree to release
Executive and his successors and assigns, from and against any and all
charge, complaints, claims, liabilities, obligations, promises, agreements,
causes of action, rights, costs, losses, debts, and expenses.



3.       No Other Changes. In all other respects, the
provisions of the Employment Agreement shall remain unchanged and in full
force and effect.




IN WITNESS WHEROF, the parties hereto have executed this Amendment
No. 1 as of the date first written above.

 

 


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b>UAL CORPORATION



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u>/s/ James E. Goodwin

By /s/ Francesca M. Maher



James E. Goodwin

    Francesca M. Maher



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    Senior Vice President,



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    General Counsel and



 

    Secretary