United Contract Number:



Exhibit 10.1

Contract No: 169330










AGREEMENT

            THIS
AGREEMENT (the "Agreement") is made and entered into as of May 1, 2006
(the "Effective Date") between United Air Lines, Inc. ("UA") and UAL Corporation
("UAL", UA and UAL sometimes collectively referred to as "United") and
Douglas A. Hacker (sometimes referred to as "Executive").

            WHEREAS,
Executive has served and is presently serving as an officer of UA (such
position is hereinafter referred to as the "Executive Position"), and may
hold various other positions and directorships with UA, UAL, or subsidiaries
or affiliates thereof;

            WHEREAS,
United and Executive desire to fully settle and resolve any and all issues
arising out of Executive's employment with United and the termination of
his full time employment as an executive officer by United;

            WHEREAS,
United wishes to retain certain limited services of Executive, and Executive
wishes to provide said services to United, in accordance with the terms
and conditions set forth herein; and

            WHEREAS,
Executive has agreed to provide such services and to release United from
certain liabilities, as set forth in this Agreement, arising out of Executive's
ceasing to serve in the Executive Position;

            NOW,
THEREFORE, it is agreed by and between United and Executive as follows:

            1.
Relinquishment
of Title; Continued Employment. At the Effective Date Executive shall
cease to serve in the Executive Position and shall relinquish all titles
at United and all of its subsidiaries and affiliates. Thereafter, and during
the remaining Term (as defined in Paragraph 2(A) below), Executive will
continue to be actively employed by United, but Executive will perform
services for United by being "on call", including testifying on behalf
of United, and subject to such other assignments consistent with Executive's
experience and reasonably acceptable to Executive as may be reasonably
requested by either the person who is Executive's supervisor immediately
prior to the Effective Date (the "Supervisor") or the Supervisor's successor;
provided that such requests shall not unreasonably interfere with any employment
or business pursuits, including consulting, that Executive may be engaged
in from time to time.

 

2. Time Period of Employment; Prior Agreement and Bankruptcy Claims.
            A. United
agrees to employ Executive and Executive agrees to be employed by United
on the basis stated in Paragraph 1 from the Effective Date through the
earlier of (i) 11:59 p.m. on October 31, 2010, or (ii) the termination
of this Agreement and Executive's employment pursuant to Paragraph 4 hereof
(such period, the "Term").
            B.
Notwithstanding the foregoing, if the Term ends pursuant to Paragraph 2(A)(ii)
above, by virtue of the operation of Paragraph 4(A)(i), Executive's beneficiaries
will have the benefits accorded to the beneficiaries of an active officer
who dies.

            C.
At the end of the Term, Executive shall be deemed to have retired as an
active officer of UA for purposes of United's then current (i) retiree
medical plan and (ii) retiree travel policies in accordance with the terms
of each plan or policy.

            D.
In the event that United exercises its right to modify the early retirement
date for United officers, Executive will be entitled to retain the rights
set out in Paragraph 2(C) and the Parties will meet and negotiate in good
faith such other modifications to the terms of this Agreement to retain
the relevant economic benefit to Executive and relevant economic obligations
of United as are otherwise provided herein.

            E.
Executive agrees that effective on the Effective Date his agreement with
United entered into on April 27, 2001 (the "2001 Agreement") is terminated;
provided
that pursuant to Paragraph 9(D) Executive shall retain his claim in
the UAL bankruptcy matter relating to his nonqualified Supplemental Retirement
Benefits (computed on the basis as filed on Executive's behalf by United).

            3.
Compensation
and Benefits.

            A.
Salary.
United will pay Executive his accrued but unused vacation as of the Effective
Date at the rate of $8,558 per month for a period of six (6) months ("6
Month Period"). Commencing November 1, 2006 and continuing until October
30, 2008, United will pay Executive a monthly salary in the amount of $43,500.00.
Commencing November 1, 2008 and continuing until October 31, 2010, United
will pay Executive a monthly salary in the amount of $1,000.00. Payments
shall be paid on the same schedule as salary payments are made to actively
employed officers of United from time to time, currently the 15th and last
day of each month. Other than as set out in this Paragraph 3A., during
the Term, Executive will not be entitled to any increase nor subject to
any decrease in such salary payments. All payments made pursuant to this
Paragraph 3 will be subject to withholding for taxes and other purposes
as required by applicable law.

            B.
Incentive
Compensation. Executive will not be eligible for an award under the
Performance Incentive Plan (or any successor plan) for 2003 or any subsequent
year. United will pay Executive a payment in the amount of $2,100,000.00
for his services in connection with the sale of the Company's subsidiary
MyPoints.com, Inc.. This MyPoints payment shall be made in a single lump
sum amount on November 1, 2006. Executive will be entitled to payments
under the Success Sharing Plan ("SSP") for 2006 until the Effective Date
at the rate for Executive Vice Presidents, provided quarterly goals under
the SSP are achieved. Subject to the preceding, Executive shall not be
eligible for any payment under the PIP, SSP, Management Equity Incentive
Plan ("MEIP") or any successor plans. In lieu of participation in any SSP,
MEIP, or successor plans, United will make 24 monthly payments to Executive
in the amount of $24,360.00 commencing November 1, 2006 and ending October
31, 2008, and monthly payments in the amount of $ $560.00 commencing November
1, 2008 and ending October 31, 2010.

            C.
Benefits.
Executive shall be entitled to the following benefits during the Term:

(i) Transportation. United shall provide to Executive and his
eligibles transportation of the type granted to
          actively employed
officers in accordance with company regulations and officer travel policies
as revised from

          time to time.
 

(ii) Management Medical/Dental. Executive and his eligible dependents
shall continue to be covered by the Management Medical/Dental Plan in the
same manner as other active management employees, provided the appropriate
payroll deductions are authorized for his portion of the cost for coverage
under the Medical/Dental Plan.
 

(iii) Group Life Insurance. Executive shall continue to be eligible
to be covered by Group Life Insurance including Contributory Life Insurance
in accordance with the terms of the policies based on his annual salary
amount immediately prior to the Effective Date, on the same basis as other
active management employees, provided the appropriate payroll deductions
are authorized by Executive.
 

(iv) Group Variable Universal Life. Executive shall be covered by
Group Variable Universal Life Insurance based on his base salary immediate
prior to the Effective Date, on the same basis as other active officers.
 

(v) Other Benefits. Executive will continue to be eligible to participate
in the Flexible Spending Account, and will be eligible for payroll savings
bonds on the same basis as other active employees. Executive will also
be eligible to utilize the Credit Union subject to its rules. Executive
shall be eligible for any financial consulting benefit provided to officers
of United for qualifying services incurred prior to the Effective Date.
 

(vi) Vacation and Holidays. No vacation or holiday time will be
accrued after the Effective Date.
 

(vii) Outplacement Benefits. Commencing on the Effective Date, Executive
will be provided with outplacement assistance appropriate to the Executive
Position held by the Executive prior to the Effective Date.
 

(viii) Office Equipment. Except as otherwise provided in this Paragraph
3(C)(viii), at the Effective Date Executive shall return all office equipment,
access badges, parking cards, UATP cards, credit cards, computers, printers,
fax machines, pagers and other wireless devices provided to him by United.
Executive may purchase the laptop computer and Blackberry wireless device
provided to him by United upon such terms and conditions as the Parties
may agree prior to the Effective Date, provided that prior to the
Effective Date Executive complaies with such instructions as United may
issue for the removal of United's proprietary information, the removal
or transfer of any software licensed to United, and the termination of
any wireless service agreements related to such equipment currently held
in United's name or otherwise paid or reimbursed by United.
 



            D. Each
of the benefits enumerated in Paragraph 3(C) is subject to the plans, policies
or programs governing the benefits and those practices, rules, and regulations
of United, as in effect from time to time applicable to United's employees
and officers.
            4.
Termination
of Employment Under Agreement.

            A.
Non-Election
of Executive. Executive's employment under this Agreement shall terminate
and Executive will no longer have the status of an active employee of United
and with the exception of the payments during the Six Month Period under
Paragraph 3(A) to the extent not yet paid, will no longer be entitled to
any of the benefits of this Agreement (including the entitlement to the
payment and benefits described in Paragraph 3(C)(i)-(vii), other than those
required by law or otherwise vested), on the happening of the earliest
of the following events:

(i) Executive's death (except that in such event payments required
under Paragraphs 3(A) and 3(B) will continue);
 

(ii) Any material breach by Executive of Paragraph 6 through 9 hereof or
the failure by Executive to provide notice to United pursuant to Paragraph
4(B)(i) hereof;
 

(iii) Executive's termination for Cause (as defined below).

For purposes hereof, "Cause" shall mean (a) the willful and continued failure
by Executive to substantially perform Executive's duties with United (other
than any such failure resulting from Executive's incapacity due to physical
or mental illness) after a written demand for substantial performance is
delivered to Executive by the Supervisor, which demand specifically identifies
the manner in which the Supervisor believes that Executive has not substantially
performed Executive's duties, and Executive shall not have substantially
performed within a reasonable time after receipt of such notice, (b) the
willful engaging by Executive in conduct, including any conduct that is
a violation of Executive's duties set forth under Paragraph 7 or 8 hereof,
which is demonstrably and materially injurious to United or its subsidiaries,
monetarily or otherwise or (c) Executive's conviction for the commission
of a felony. For purposes of clauses (a) and (b) of this definition, no
act, or failure to act, on Executive's part shall be deemed "willful" unless
done, or omitted to be done, by Executive not in good faith and without
reasonable belief that Executive's act, or failure to act, was in the best
interest of United.
            B.
Election
of Executive. (i) During the Term, if Executive elects to terminate
his employment for any reason, Executive will receive no further payments
under Paragraphs 3(A) or 3(B) above, and will no longer be entitled to
any benefits under Paragraph 3(C) (other than of the payments during the
Six Month Period under Paragraph 3(A) to the extent not yet paid and benefits
required by law or otherwise vested). Before Executive's election to terminate
under this paragraph can become effective, Executive must have provided
United seven (7) days' written notice of his election by registered mail
addressed to the General Counsel of United at its principal World Headquarters
offices. Executive's termination of employment will be as of the seventh
(7th) day after receipt by United of such notice, at which time he will
no longer have the status of an active employee of United (including the
entitlement to benefits described in Paragraph 3(C)(i)-(vii) other than
benefits required by law or otherwise vested).

            (ii)
If Executive elects to take a Competitive Position (as defined below) with
a Competitor (as defined below) prior to May 1, 2008:

(a) Upon agreeing to such employment he must immediately so notify
United in writing by registered mail addressed to the General Counsel of
United at its principal World Headquarters offices;
 

(b) will be deemed to have elected to terminate his employment under this
Agreement (including the entitlement to benefits described in Paragraph
3(C); however, the Executive will continue to be entitled to the benefits
described in Paragraph 3(C)(xi) and accrued vacation) effective as of the
day Executive becomes employed by such Competitor; and
 

(c) will be entitled to no further compensation after such effective date.

For purposes of this Agreement, (1) "Competitor" means any airline or air
carrier or any company affiliated, directly or indirectly, with another
airline or air carrier, and (2) "Competitive Position" means becoming employed
by, a member of the board of directors of, a consultant to, or to otherwise
provide services of any nature to a Competitor directly or indirectly.
If during the Term, Executive desires to provide services whether as a
consultant, employee or otherwise to a Competitor and requests that United
consent to such provision of such services, United will reasonably consider
such request and will not unreasonably withhold, delay or condition its
consent. In the event United consents to Executive's providing such services,
there will not be a termination of the Executive's employment under the
Agreement pursuant to this Paragraph 4(B)(ii).
            C.
Survival.
Notwithstanding any termination of Executive's employment under this Agreement,
Executive shall continue to be bound by (1) the provisions of Paragraphs
6 through 18 hereof, and (2) the provisions of Paragraph 4(B)(ii)(a) hereof.

            5.
Regulations.
During his employment, Executive will be governed by applicable United
regulations, as in effect from time to time, to the extent that such regulations
are consistent with Executive's status as an on-call employee.

            6.
Confidentiality.

            A.
For purposes of this Agreement "Confidential Information" shall mean and
include, but not be limited to, the kinds of services provided or proposed
to be provided by United to customers, the manner in which such services
are performed or offered to be performed, information concerning United's
fleet plan, cost structure, strategic plan, labor strategy, information
concerning the creation, acquisition or disposition of products and services,
personnel information, and other trade secrets and confidential or proprietary
information concerning United's business, but shall not include information
which (I) is or becomes generally available to the public other than as
a result of a disclosure by Executive, (II) was available to Executive
on a non-confidential basis prior to its disclosure by UAL or UA, or (III)
becomes available to Executive on a non-confidential basis from a person
other than UAL, UA or their officers, directors, employees or agents who
is not otherwise bound by any confidentiality obligations with respect
to the information provided to Executive (the "Confidential Information").

            B.
(i) Executive acknowledges that: (a) United's business is intensely competitive
and that Executive's employment by United has required and during the Term
may continue to require that Executive have access to and knowledge of
Confidential Information of United, (b) the direct or indirect disclosure
of any Confidential Information would place United at a disadvantage and
would do damage, monetary or otherwise, to United's business, and (c) the
engaging by Executive in any of the activities prohibited by this Paragraph
6 may constitute improper appropriation or use of such Confidential Information.
Executive expressly acknowledges the trade secret status of the Confidential
Information and that the Confidential Information constitutes a protectible
business interest of United.

               
(ii) Whether directly or indirectly, individually, as a director, stockholder,
owner, partner, employee, principal, or agent of any business, or in any
other capacity, during the Term of this Agreement and for the two (2) year
period thereafter, Executive shall not make known, disclose, furnish, make
available or utilize any of the Confidential Information, other than in
the proper performance of the duties contemplated under this Agreement.
Executive shall return any tangible Confidential Information, including
photocopies, extracts and summaries thereof, or any such information stored
electronically on tapes, computer disks, or in any other manner that Executive
has in his possession (a) on the Effective Date of this Agreement, (b)
at the end of the Term, and (c) at such time as United requests Executive
to do so.

               
(iii) Executive acknowledges and agrees that due to the confidential and
proprietary nature of the Confidential Information he possesses, a breach
or threatened breach by his of any of the provisions contained in this
Paragraph 6 will cause United irreparable injury. Therefore, in addition
to any other rights or remedies, Executive agrees that United shall be
entitled to a temporary, preliminary, and permanent injunction enjoining
or restraining Executive from any such violation or threatened violation,
without the necessity of proving the inadequacy of monetary damages or
the posting of any bond or security. Executive consents to jurisdiction
for such enforcement in any state or federal court in the State of Illinois.

               
(iv) Executive further acknowledges and agrees that due to the uniqueness
of his services and confidential nature of the Confidential Information
he possesses, the covenants set forth herein are reasonable and necessary
for the protection of the business and goodwill of United.

            Executive
understands that it is United's intent to have this promise of confidentiality
enforced to its fullest extent. Accordingly, Executive and United agree
that, if any portion of this promise of confidentiality is unenforceable,
the court should still construe and enforce this promise of confidentiality
to the fullest extent permitted by law.

            C.
Executive agrees to keep the terms of and circumstances surrounding this
Agreement and of his working arrangement, as defined herein, confidential
except that the source and amount of his income may be revealed as necessary
for tax, loan purposes and the like.

            7.
Non-Disparagement.

            A.
Executive agrees not to make, or cause to be made, any statement, observation
or opinion, or communicate any information (whether oral or written, directly
or indirectly) that (a) accuses or implies that United and/or any of its
parents, subsidiaries and affiliates, together with their respective present
or former officers, directors, partners, shareholders, employees and agents,
and each of their predecessors, successors and assigns, engaged in any
wrongful, unlawful or improper conduct, whether relating to Executive's
employment (or the termination thereof), the business or operations of
United, or otherwise; or (b) disparages, impugns or in any way reflects
adversely upon the business or reputation of United and/or any of its parents,
subsidiaries and affiliates, together with their respective present or
former officers, directors, partners, shareholders, employees and agents,
and each of their predecessors, successors and assigns.

            B.
United agrees not to willfully authorize any statement, observation or
opinion (whether oral or written, direct or indirect) that is materially
injurious to Executive and that (a) accuses or implies that Executive engaged
in any wrongful, unlawful or improper conduct relating to Executive's employment
with United or (b) disparages, impugns or in any way reflects adversely
upon the reputation of Executive.

            C.
Nothing herein shall be deemed to preclude Executive or United from defending,
pursuing or otherwise supporting Executive's agreed SERP claim as set forth
in Paragraph 9(D) below or from providing truthful testimony or information
pursuant to subpoena, court order or similar legal process.

            8.
Non-Solicitation
of Employees: Executive agrees that Executive will not, during the
Term, directly or indirectly, for the benefit of any Competitor (as defined
in Paragraph 4(B) hereof) of United, solicit the employment or services
of, hire, or assist in the hiring of any person eligible for the Performance
Incentive Plan or any successor Plan.

            9.
Assent
and Release.

            A.
In consideration for the payments and benefits provided in this Agreement
and except as set forth in paragraph 9(D), Executive hereby voluntarily,
knowingly, willingly, irrevocably, and unconditionally releases UA 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 Agreement, 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 California Fair Employment and Housing Act, the Colorado
anti-discrimination laws, the Illinois Human Rights Act, the New Jersey
Law Against Discrimination and the New York City and State Human Rights
Law, each 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
Agreement or in the normal course of Executive's employment through the
Effective Date. Except as set forth in Paragraph 9(D), Executive agrees
to withdraw and dismiss with prejudice any and all claims filed by Executive
against United in the proceedings styled In re UAL Corp. in the
United States Bankruptcy Court for the NorthernDistrict of Illinios. It
is agreed that this paragraph shall survive termination of the Agreement.
Nothing in this Paragraph 9 shall affect or impair any right that Executive
has to either (1) indemnification pursuant to United'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
Agreement, 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 Agreement. 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 March 24,
2006. Executive has been informed that Executive has not less than twenty-one
(21) days from March 24, 2006 within which to consider the Agreement and,
if Executive considers this Agreement for fewer than 21 days, 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. Waiver
of Unknown Claims: It is the intention of Executive and United in executing
this Agreement that the same shall be effective as a bar to each and every
claim, demand and cause of action hereinabove specified. In furtherance
of this intention, Executive hereby expressly waives any and all rights
and benefits conferred upon Executive by the provisions of SECTION 1542
OF THE CALIFORNIA CIVIL CODE, to the extent applicable to Executive, and
expressly consents that this Agreement shall be given full force and effect
according to each and all of its express terms and provisions, including
as well those related to unknown and unsuspected claims, demands and causes
of action, if any, as well as those relating to any other claims, demands
and cause.
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT
WITH THE DEBTOR."

            Executive
and UA acknowledges that Executive and UA may hereafter discover claims
or facts in addition to or different from those which Executive and UA
now knows or believes to exist with respect to the subject matter of this
Agreement and which, if known or suspected at the time of executing this
Agreement, may have materially affected this settlement.
            D.
Notwithstanding any other provision of this Agreement, Executive will retain
the unsecured pre-petition claim filed on Executive's behalf by United
in United's Chapter 11 reorganization proceedings for payment of a Senior
Executive Retirement Plan benefit in the agreed amount of $368,167.00,
to be paid under the terms of the Debtors' Second Amended Joint Plan of
Reorganization approved by the United States Bankruptcy Court for the Northern
District of Illinois and effective as of February 1, 2006.

            E.
UA 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 hereby expressly release Executive from any an 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 UA or UAL ever had, now has 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 execution of this Agreement.

            10.
Non-Assignability;
Assignment in the Event of Acquisition or Merger. This Agreement and
the benefits hereunder are not assignable or transferable by Executive;
the rights and obligations of United under this Agreement will automatically
be deemed to be assigned by United to any corporation or entity into which
United may be merged or consolidate.

            11.
Applicable
Law. This Agreement shall be construed in accordance with the laws
of the State of Illinois, and the rights and obligations of the parties
hereunder shall be construed and enforced in accordance with, and governed
by the laws of, the State of Illinois, without regard to principles of
conflict of laws.

            12.
Paragraph
Reference. Any reference to paragraphs or subparagraphs shall be references
to paragraphs or subparagraphs of this Agreement unless expressly stated
otherwise.

            13.
Severability.
If any provision of this Agreement or the application thereof is held invalid,
the invalidity shall not affect the other provisions or applications of
this Agreement which can be given effect without the invalid provisions
or application in accordance with the essential intent and purpose of this
Agreement, and to this end the provisions of this Agreement are declared
to be severable. Moreover, if any one or more of the provisions contained
in this Agreement is held to be excessively broad as to duration, scope,
activity or subject, such provisions will be construed by limiting and
reducing them so as to be enforceable to the maximum extent compatible
with applicable law and with the essential intent and purpose of this Agreement.

            14.
Supersedes
Prior Agreement(s). This Agreement supersedes and voids any prior oral
or written agreement relating in any way to Executive's employment with
UA or UAL which may have been entered into between the parties hereto.
Any change to this Agreement after the Effective Date must be in writing
and must be executed by UA, UAL and Executive.

            15.
No
Mitigation. United agrees that Executive is not required to seek other
employment or to attempt in any way to reduce any amounts payable to Executive
by United pursuant to this Agreement. Furthermore, the amount of any payment
or benefit provided for in this Agreement shall not be reduced by any compensation
earned by Executive as the result of employment by another employer, by
retirement benefits, by offset against any amount claimed to be owed by
Executive to United, or otherwise.

            16.
Legal
Fees; Arbitration. United shall pay Executive's reasonable legal fees
in the amount of $57,000.00 incurred by Executive in review of this Agreement
and related to claims made by Executive in United's Chapter 11 reorganization
proceedings. United shall also pay all reasonable legal fees and expenses
incurred by Executive in disputing in good faith any issue hereunder or
under the or in seeking in good faith to obtain or enforce any benefit
or right provided under the terms of this Agreement. Payments requested
by Executive pursuant to this Paragraph 16 shall be made, without exception,
within five (5) business days after delivery of Executive's written requests
for payment accompanied with such evidence of fees and expenses incurred
as United reasonably may require. Any dispute or controversy arising under
or in connection with this Agreement shall be settled exclusively by arbitration
in Chicago, Illinois, in accordance with the National Rules for the Resolution
of Employment Disputes of the American Arbitration Association then in
effect. Executive consents to arbitration in Chicago, Illinois, as set
forth above, agrees that judgment may be entered in the courts of the State
of Illinois on any such arbitration award, consents to the jurisdiction
of the courts of Illinois, both state and federal, for the enforcement
of any such arbitration award and agrees not to disturb such choice of
forum. Notwithstanding the above, Executive further agrees that United
may seek temporary, preliminary or permanent injunctive relief to enforce
the provisions contained in Paragraph 6, without first proceeding to arbitration.

            17.
Representations
by United. United hereby represents and warrants to Executive that;
(a) the execution, delivery and performance of this Agreement by United
have been duly authorized by all necessary actions by United, (b) this
Agreement has been duly executed and delivered by United to Executive,
and (c) this Agreement constitutes the valid and legally binding obligation
of United and is enforceable against United in accordance with its terms.

 

            18.
No
Administrative Claim. Executive hereby acknowledges and agrees that
nothing in this Agreement, nor any breach thereof, shall give rise to administrative
claim under sections 503 or 507 of the Bankruptcy Code and further agrees
that he will not assert an entitlement to such administrative claim to
the Bankruptcy Court or any other judicial or arbitral forum; provided,
however, that the foregoing shall only apply in the event that United's
bankruptcy case is converted to one under Chapter 7 of the United States
Bankruptcy Code.

                   
United and Executive, having read and understood this Agreement and, having
consulted with others as appropriate, hereby agree to be bound by its terms.

            IN
WITNESS WHEREOF, the parties have executed this Agreement effective as
of the Effective Date, at the World Headquarters of United Air Lines, Inc.,
1200 East Algonquin Road, Elk Grove Twp., Illinois 60007.

 

UAL CORPORATION AND                                                        
EXECUTIVE

UNITED AIR LINES, INC.

 

By: /s/ Glenn F. Tilton                                                                   

/s/ Douglas A. Hacker

      Name: Glenn F. Tilton                                                             
Douglas A. Hacker

      Title: Chairman, President and

      Chief Executive Officer