EXHIBIT 10.2
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                        RELEASE AGREEMENT

     1.   The parties to this Release Agreement ("Release") are:
William P. Hobgood ("Hobgood") and United Air Lines, Inc.
("United").

     2.   Waiver and Release of All Claims.  In consideration for
the Letter Agreement dated February 24, 2000 between Hobgood and
United and all other good and valuable consideration, the receipt
and sufficiency of which are hereby expressly acknowledged,
hereby releases and forever discharges United and each and every
one of its past, present or future directors, officers,
successors, employees, subsidiaries, affiliates, sister and
parent companies, divisions and assigns of and from any and all
actions, causes of action, claims, suits, charges, damages and
costs, in relation to all claims which exist as of the date of
execution of this Release or which could have been alleged up to
the date of this Release.  Hobgood further agrees not to commence
or cause to be commenced on his behalf any administrative charge
or claims, administrative review or legal action of any kind
against United asserting any claim or charge arising from or in
any way relating to his employment with United up to the date of
this Release, including, but not limited to: claims which could
have arisen under Title VII of the Civil Rights Act of 1964, as
amended; the Civil Rights Act of 1991; the Americans With
Disabilities Act; the Illinois Human Rights Act, and/or any other
state, federal or municipal employment discrimination statutes
(including claims based on sex, sexual harassment, age, race,
national origin, religion, ancestry, harassment, marital status,
handicap, disability, retaliation and/or attainment of benefit
plan rights); and/or any other claim whatsoever including, but
not limited to, claims relating to implied or express employment
contracts, stock option agreements, public policy or tort claims,
intentional infliction of emotional distress claims, personal
injury claims, defamation claims, privacy claims, wrongful
discharge claims, common law claims, claims relating to legal
restriction on United's right to terminate employees or pursuant
to any other claim whatsoever, arising out of or relating to his
employment with United and/or any other occurrence to the date of
this Agreement, but excluding claims which Hobgood cannot by law
waive and claims for breach of the Letter Agreement dated
February 24, 2000.

     3.   Consideration.  The parties agree that the amounts to
be paid under the Letter
Agreement dated February 24, 2000 and other considerations are in
excess of any sum to which Hobgood might otherwise be entitled,
and that the same constitute an extra payment and benefit in
exchange for the signing of this Release.  Hobgood further agrees
that consideration exceeds any compensation, severance pay and/or
other benefits which Hobgood could claim were owed to him by
United or by United sponsored benefit plans, programs or
policies.

     4.   HOBGOOD UNDERSTANDS THAT THIS RELEASE INCLUDES A
RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

     5.   Entire Agreement.  This Release and the Letter
Agreement dated February 24, 2000 constitute the entire agreement
between United and Hobgood.  No other promises or agreement shall
be binding unless in writing and signed by both parties.  Hobgood
and United further agree that this Release may be executed in
counterparts and each executed counterpart shall be as effective
as a signed original.  Photographic or faxed copies of such
signed counterparts may be used in lieu of the originals for any
purpose.

     6.   Separability.  If any portion of this Release is found
to be unenforceable, the remainder of the Release shall remain in
full force and effect.

     7.   Time to Review, Attorney Consultation, and Full
Knowledge Consent and Voluntary Signing of Agreement.  Hobgood
acknowledges and agrees that United has advised and encouraged
him to consult with an attorney regarding this Release.  Hobgood
further acknowledges and agrees that: (a) he has carefully read
this Release and fully understands its meaning, intent and terms;
(b) he has full knowledge of its legal consequences; (c) he
agrees to all the terms of the Release and is voluntarily signing
below; (d) other than as stated herein, Hobgood attests that no
promise or inducement has been offered for this Release; and (e)
he is legally competent to execute this Release and accepts full
responsibility therefore.

     8.   Construction.  The Release shall be governed by the
laws of the State of Illinois.  If any of its provisions are held
to be invalid or unenforceable by a court of competent
jurisdiction, such holding shall not invalidate any of the other
provisions of the Release, it is being intended that the
provisions of the Release are severable.

     WHEREFORE, Hobgood agrees that he has read and voluntarily
entered into this Release with full knowledge of it significance.



WILLIAM P. HOBGOOD                 UNITED AIR LINES, INC.:

/s/ William P. Hobgood             By: James E. Goodwin
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                                   Title:
Date:3/10/00                           Chairman and Chief Executive Officer
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                                   Date:
                                        3/10/00
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