ATTACHMENT FOUR



Exhibit 10.1


DIRECTOR EMERITUS BENEFITS POLICY








Benefits Provided. A member of the Board of Directors
of UAL Corporation ("Board") who has terminated his or her service as a
member of the Board (a "Former Director") shall be entitled to the following
Director Emeritus Benefits if and when such individual satisfies the requirements
of this policy:

1) Travel Privileges- A Director Emeritus is entitled to complimentary,
lifetime, positive space pleasure travel on United Airlines, which includes
first class travel. The Director Emeritus's spouse and dependent children
under the age of 25 are also entitled to this benefit.
2) Red Carpet Club Membership- A Director Emeritus will be entitled
to a lifetime membership in the United Airlines Red Carpet Club.

3) Cargo Privileges- A Director Emeritus will be entitled to
complimentary, lifetime, cargo carriage on United Airlines (on a space
available basis). The cargo carriage is limited to 2,500 pounds per year
for personal goods only (not business related). The goods will be shipped
as general freight.

4) Tax Gross-Up- A Director Emeritus will be entitled to an annual
tax gross-up payment intended to reimburse the Director Emeritus for all
additional Federal and state income taxes excluding Federal and state self-employment
tax, FICA and FUTA ("Income Taxes") he or she will incur as a result of
including the value of the travel or transportation in his or her income
(as well as the Income Taxes due with respect to the gross-up payment in
the preceding year).



Eligibility. A Former Director is eligible for Director Emeritus
Benefits if the individual (A) has at least five (5) consecutive Years
of Creditable Service on the Board and (B) his or her Eligibility Date
has passed. A Year of Creditable Service means the lesser of 12 months
of service as a member of the Board or the period between annual meetings.
A member of the Board who is also an employee of United Airlines shall
receive credit for one (1) Year of Creditable Service on the Board for
each 12 consecutive months of employment as an employee of United Airlines
immediately preceding the date Board service commences, but not to exceed
a total of 24 months.

"Eligibility Date" shall mean the later of the following (A) and (B):

(A)(i) for a Former Director who has terminated employment with United
Airlines after the date such employee first qualified for UA Retired Employee
Status, as defined in United's Employee Policy Manual - Series 15, the
date employment with United Airlines terminated; and (ii) for all other
Former Directors, the Director Emeritus's sixtieth birthday; and
(B) cessation of any full-time employment by the Former Director, but
in no event later than the Former Director's seventieth birthday. Cessation
of full-time employment shall normally be determined by written notice
by the Former Director to the Company, absent a Board determination to
the contrary.


A Former Director shall not be eligible for Director Emeritus Benefits
while such Former Director is an employee of United Airlines or is otherwise
engaged in full-time employment. A Former Director who meets the eligibility
requirements specified above and whose Director Emeritus benefits have
not been denied, suspended, or cancelled as provided under "Disqualification"
below is sometimes called a "Director Emeritus" in this policy.

Disqualification. The Board may deny Director Emeritus
Benefits for any Board member, Former Director or Director Emeritus for
"cause" or, in the case of Former Directors whose service as a member of
the Board ended on or after December 9, 2002 (the Chapter 11 Filing Date),
if the Board determines that a departure from the Board was not a Board
retirement. Except as provided in this policy, the Board's determination
of cause or non-retirement shall be conclusive and in the Board's sole
discretion, provided that a Board departure at or after age 70 (age 60
for individuals serving on the Board at July 12, 1994) shall also be considered
a Board retirement.

In the event a Former Director or Director Emeritus accepts a Competitive
Position with a Competitor, the Director Emeritus Benefits provided to
such individual may be cancelled by the Board. For purposes of this policy,
"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.

 

Directors Emeriti Prior to the Chapter 11 Filing Date.
A Former Director whose service as a member of the Board ended prior to
the Chapter 11 Filing Date shall be subject to this policy but such individual
shall be entitled only to the Director Emeritus Benefits described above
under "1) Travel Privileges" and "2) Red Carpet Club Membership;" in addition
such individual shall not be subject to the requirements of this policy
specified under "Eligibility" above, but shall be subject to the following
eligibility requirements:


1)  the Former Director was entitled to Director Emeritus
Benefits immediately prior to the Chapter 11 Filing Date; and




the Former Director waives any and all claims that could otherwise
be asserted against UAL Corporation and its affiliates in connection with
their Chapter 11 bankruptcy cases.

Policy Changes. This Director Emeritus Benefits Policy as
it applies to Board members, Former Directors, and/or Directors Emeriti
generally may be modified or terminated at any time in the sole discretion
of the Board.
Effective Date. The amendments to this policy shall be effective
May 1, 2003.