Exhibit 10.26
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                  PREFERRED STOCK PURCHASE AGREEMENT
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          PREFERRED STOCK PURCHASE AGREEMENT dated as of August

12, 1999, between UAL Corporation, a Delaware corporation

("UAL"), and State Street Bank and Trust Company, a Massachusetts

trust company, acting solely in its capacity as trustee under the

Plan defined below and not in its individual capacity (the

"Trustee").



                            W I T N E S E T H:

          WHEREAS, on July 12, 1994, certain transactions

contemplated by the Agreement and Plan of Recapitalization dated

March 25, 1994 by and among UAL and the unions representing

certain of the employees of United Air Lines, Inc., as amended,

(the "Recapitalization Agreement") were consummated.  (The

recapitalization of UAL, as more fully described in the

Recapitalization Agreement, shall hereinafter be referred to as

the "Transaction");



          WHEREAS, in connection with the Transaction, UAL

established the UAL Corporation Employee Stock Ownership Plan

(the "Plan"), which consists of an employee stock ownership plan

and a stock bonus plan; and



          WHEREAS, a portion of the employee stock ownership plan

(Part A thereof) forms part of the stock bonus plan, includes a

money purchase pension plan and is intended to qualify as an

employee stock ownership plan under Section 4975(e)(7) of the

Internal Revenue Code of 1986, as amended (the "Code"); and



          WHEREAS, UAL appointed the Trustee as the trustee of

the UAL Corporation Employee Stock Ownership Plan Trust (the

"Trust"), which was established to hold the assets of the Plan

pursuant to the terms of the Trust Agreement, by and between UAL

and the Trustee (the "Trust Agreement"); and



          WHEREAS, Part A of the Plan and Trust Agreement provide

that the assets of the trust created thereunder attributable to

the Plan shall be invested primarily in shares of "employer

securities" of UAL within the meaning of Section 409(l) of the

Code; and



          WHEREAS, UAL created a new class of securities

designated as the Class 1 ESOP Convertible Preferred Stock, par

value ($0.01) (the "Class 1 ESOP Convertible Preferred Stock" or

the "ESOP Preferred Stock"); and



          WHEREAS, the Recapitalization Agreement provided for,

among other things, the transfer to the Trust of 13,813,282

shares of the Class 1 ESOP Convertible Preferred Stock in a

series of transactions which shall occur during the 69 months

immediately following the Effective Time (as defined in the

Recapitalization Agreement); and



          WHEREAS, the parties to the Recapitalization Agreement

have agreed to reduce the number of shares of Class 1 ESOP

Convertible Preferred Stock to be transferred to the Trust so

that the Plan may continue to satisfy Code Section 415; and



          WHEREAS, the parties to the Recapitalization Agreement

have agreed to a corresponding increase in the number of shares

of Class 2 ESOP Convertible Preferred Stock to be issued; and



          WHEREAS, UAL now wishes to sell and the Trustee now

wishes to purchase 2,011,812 shares of the Class 1 ESOP

Convertible Preferred Stock from UAL, in the amount, at the

purchase price and subject to the other terms and conditions as

set forth in this Agreement;



          NOW, THEREFORE, in consideration of these premises and

the mutual promises contained herein, the parties hereto,

intending to be legally bound, hereby agree as follows:





          1.   Purchase; Purchase Price.  Subject to the terms

and conditions of this Agreement, the Trustee shall purchase on

behalf of the Plan (the "Purchase") from UAL, and UAL shall issue

and sell to the Trustee an aggregate of 1,955,756 shares of Class

1 ESOP Convertible Preferred Stock (the "Shares") for an

aggregate purchase price (the "Purchase Price") of

$486,181,384.04.



          2.   Closing; Payment.  The Purchase shall be

consummated (the "Closing") at or about August 12, 1999 at the

offices of UAL, or at such time, date or place as shall be fixed

by an agreement of UAL and the Trustee.  The date of the Closing

shall hereinafter be referred to as the "Closing Date."  At the

Closing, UAL shall deliver to the Trustee a certificate or

certificates representing the Shares, which shall be registered

in the name of the Trustee, as trustee under the Trust, or in the

name of its nominee, against delivery to UAL by the Trustee of a

check for a dollar amount equal to the par value per Share times

the number of Shares described in Section 1 above (the "Cash

Amount"), representing the aggregate par value of the Shares and

a promissory note of the Trust (the "ESOP Note") substantially in

the form set forth in Exhibit A hereto, in an amount equal to the

difference between the Purchase Price and a dollar amount equal

to the par value per Share times the number of Shares described

in Section 1 above.  Notwithstanding the foregoing, UAL may, with

the consent of the Trustee, accomplish the transfer of shares to

the Trustee by book entry, in which event a cross receipt in the

form set forth in Exhibit B hereto shall be executed by the

parties.  UAL shall pay all stamp and other transfer taxes, if

any, that may be payable in respect of the issuance, sale and

delivery of the Shares and shall be entitled to any refund

thereof, and shall present the Trustee with evidence that such

transfer taxes either have been paid or are not due.



          3.   Representations and Warranties of UAL.  UAL hereby

represents and warrants to the Trustee as follows:



               3.1  UAL has been duly incorporated and is validly

existing as a corporation in good standing under the laws of the

State of Delaware with corporate power and authority, including

governmental licenses, authorizations, consents and approvals, to

own, lease and operate its properties and conduct its business

except for licenses, authorizations, consents and approvals the

absence of which will not have a Material Adverse Effect.  For

the purposes of this Agreement, "Material Adverse Effect" shall

mean any change or effect the consequence of which is materially

adverse to the condition (financial or otherwise), business,

assets or results of operations of UAL and its Subsidiaries (as

defined below) taken as a whole.  UAL is duly qualified as a

foreign corporation to transact business and is in good standing

in each jurisdiction where its ownership or leasing of properties

or the conduct of its business requires such qualification,

except for the jurisdictions where the failure to be so qualified

would not have a Material Adverse Effect.



               3.2  Except as set forth in Schedule 3.2 hereto,

the execution, delivery and performance of this Agreement and all

other documents or instruments to be executed or delivered by UAL

in connection with this Agreement are within UAL's powers and

have been duly authorized by all necessary corporate action.

This Agreement and all other documents or instruments to be

executed or delivered by UAL in connection with this Agreement

are, assuming due authorization, execution and delivery by the

Trustee, valid and binding upon UAL and enforceable against UAL

in accordance with their respective terms except as the

enforceability thereof may be limited by the effect of any

applicable bankruptcy, insolvency, fraudulent-conveyance,

reorganization, moratorium and similar laws affecting creditors'

rights generally, ERISA and by general principles of equity

(regardless of whether considered in a proceeding at law or in

equity).



               3.3  Except as set forth in Schedule 3.3 hereto,

the execution, delivery and performance of this Agreement and the

consummation of the transactions contemplated hereby will not

conflict with or result in a breach of any of the terms or

provisions of, or constitute a default under (i) the Certificate

of Incorporation or Bylaws, each as amended, of UAL or any of its

Subsidiaries (as hereinafter defined), or (ii) except as set

forth in Schedule 3.3(ii) hereto, any provision of any indenture,

mortgage, deed of trust, agreement, instrument, order,

arbitration award, judgment or decree to which UAL or any of its

Subsidiaries is a party or by which any of their respective

assets are bound, or (iii) any material statute, material rule or

material regulation applicable to UAL or any of its Subsidiaries

of any court, bureau, board, agency or other governmental body

having jurisdiction.



               3.4  As of the Closing Date, the authorized,

issued and outstanding capital stock of UAL shall be as set forth

in Schedule 3.4 hereto, and UAL shall have no obligations to

issue any additional shares pursuant to any options, warrants,

conversion rights or other arrangements except as set forth in

Schedule 3.4 hereto, and all shares of issued and outstanding

capital stock of UAL shall have been duly authorized and are

fully paid and nonassessable.



               3.5  Each Subsidiary is a corporation or

partnership duly incorporated or formed, validly existing and in

good standing under the laws of its jurisdiction of incorporation

or formation, has all requisite power and authority including all

governmental licenses, authorizations, consents and approvals

required to own, lease and operate its properties (except those

the absence of which would not have a Material Adverse Effect)

and to conduct its business and is in good standing in each

jurisdiction where the character of the property owned or leased

by it or the nature of its activities make such qualification

necessary, except for those jurisdictions where failure to be so

qualified would not, individually or in the aggregate, have a

Material Adverse Effect.  For purposes of this Agreement,

"Subsidiary" means any entity of which securities or other

ownership interests having ordinary voting power to elect a

majority of the board of directors or other persons performing

similar functions are directly or indirectly owned by UAL prior

to the Closing Date.  All Subsidiaries and their respective

jurisdictions of incorporation or formation are identified on

Schedule 3.5 hereto.



          Except as otherwise disclosed on Schedule 3.5, all of

the outstanding capital stock of, or other ownership interests

in, each Subsidiary, is owned by UAL, directly or indirectly,

free and clear of any liens, claims, charges and encumbrances

(collectively "Liens") and free of any other limitation or

restriction (including any restriction on the right to vote, sell

or otherwise dispose of such capital stock or other ownership

interests).  Except as disclosed on Schedule 3.5, there are

outstanding (i) no securities of UAL or any Subsidiary

convertible into or exchangeable for shares of capital stock or

other voting securities or ownership interests in any Subsidiary,

and (ii) no options, subscriptions, warrants or other rights,

agreements, arrangements or commitments of any character to

acquire from UAL or any Subsidiary, and no other obligation of

UAL or any Subsidiary to issue, any capital stock, voting

securities or other ownership interests in, or any securities

convertible into or exchangeable or exercisable for any capital

stock, voting securities or ownership interest in, any Subsidiary

(the items in clauses (i) and (ii) being referred to collectively

as the "Subsidiary Securities").  There are no outstanding

obligations of UAL or any Subsidiary to repurchase, redeem or

otherwise acquire any outstanding Subsidiary Securities.




               3.6  As of the Closing Date, the Shares (i) shall

have the rights, preferences and qualifications set forth in the

restated Certificate of Incorporation of UAL Corporation, (a copy

of which is attached hereto as Exhibit C), (ii) shall have been

duly and validly authorized and (iii) when issued and delivered

to the Trustee in exchange for the Cash Amount and the ESOP Note,

will be in proper form, validly issued, fully paid and

nonassessable.  As of the Closing Date, UAL shall have full right

and authority to issue, sell, transfer, and deliver the Shares

and will effectively transfer to the Trustee, on the Closing

Date, the full right, title and interest therein and thereto,

free and clear of all Liens, except for (A) beneficial interests

accruing to participants in the Plan and their beneficiaries and

(B) any Liens created or imposed by the Trustee on behalf of the

Trust.



               3.7  As of the Closing Date, the shares of Common

Stock (as hereinafter defined) into which the Shares are

convertible, shall be duly and validly authorized and reserved

for issuance and, when issued upon such conversion, will be

validly issued, fully paid and nonassessable and upon delivery to

the Trustee, the Trust will acquire full right, title and

interest to such shares of Common Stock free and clear of all

Liens, except for (i) beneficial interests accruing to the

participants in the Plan and their beneficiaries and (ii) any

Liens created or imposed by the Trustee on behalf of the Trust.




               3.8  No authorization, approval or consent of, or

filing with, any governmental authority or agency or other third

party, is required in connection with the sale of the Shares by

UAL hereunder or the conversion of the Shares into Common Stock

except for (i) any of such as shall have been made or obtained

prior to the Closing, (ii) any of such relating to the listing on

any securities exchange of any shares of UAL common stock, par

value $.01 per share (the "Common Stock"), to be delivered upon

conversion of Shares and (iii) filings with and/or approvals of

the Internal Revenue Service.  The Shares are being issued

pursuant to a valid exemption from registration under the

Securities Act of 1933, as amended (the "Securities Act"), and

applicable state securities laws.




               3.9  UAL's filings with the Securities and

Exchange Commission ("Commission") for the years 1996, 1997 and

1998, respectively, at the time they were filed with the

Commission, (i) complied in all material respects with the

requirements of the Securities Act, or the Securities Exchange

Act of 1934, as amended (the "Exchange Act"), as appropriate, and

the Rules and Regulations of the Commission respectively

promulgated thereunder, (ii) in the case of filings under the

Exchange Act, did not contain an untrue statement of a material

fact or omit to state a material fact necessary in order to make

the statements made therein, in light of the circumstances under

which they were made, not misleading and (iii) no registration

statement, as amended or supplemented, if applicable, filed

pursuant to the Securities Act as of the date such statement,

amendment or supplement became effective contained any untrue

statement of a material fact or omitted to state any material

fact required to be stated therein or necessary to make the

statements therein not misleading.




               3.10 The consolidated financial statements of UAL,

together with related notes, schedules and reports thereon of

independent public accountants for the years 1996, 1997 and 1998,

respectively (collectively, the "Financial Statements"), included

in UAL's Annual Reports on Form 1O-K and Quarterly Reports on

Form 1O-Q ("Reports") for the years ended December 31, 1996, 1997

and 1998, respectively, all of which Reports previously have been

delivered to the Trustee, present fairly (except as may be

indicated in the notes thereto and subject to normal immaterial

year-end audit adjustments in the case of any unaudited interim

Financial Statements) the consolidated financial position and the

consolidated results of operation of UAL and its consolidated

Subsidiaries at the indicated dates and for the indicated

periods.  The Financial Statements have been prepared in

accordance with generally accepted accounting principles

consistently applied throughout the periods involved except as

otherwise noted therein.  UAL and its Subsidiaries considered as

one enterprise have no material liabilities or obligations,

contingent or otherwise, that are not fully disclosed in the

Financial Statements or the Reports.




               3.11 Except as disclosed on Schedule 3.11 hereto,

since December 31, 1997, (i) there has been no event, and no

state of circumstances has existed, that has had or will, or

could reasonably be expected to, have a Material Adverse Effect,

(ii) there has not been any material transaction entered into by

UAL or any of its Subsidiaries, other than transactions in the

ordinary course of business or other than the transactions

contemplated in this Agreement or the Transaction, and (iii)

except for regular dividends on shares of its outstanding common

stock and preferred stock, there has been no dividend or

distribution of any kind declared, paid or made by UAL on any

class of its capital stock other than the distributions

contemplated by the Transaction.



               3.12 Except as set forth in Schedule 3.12 there is

no action, suit or proceeding before or by any court or

government or administrative agency or body, domestic or foreign,

now pending or, to the best knowledge of UAL, threatened against

or affecting UAL or any of its Subsidiaries, which might have a

Material Adverse Effect.



               3.13 UAL and its Subsidiaries hold all

certificates, authorizations or permits issued by the appropriate

state, federal or foreign regulatory agencies or bodies necessary

to conduct the business now operated by them the absence of

which, individually or in the aggregate, would have a Material

Adverse Effect, and neither UAL nor any of its Subsidiaries has

received any notice of proceedings relating to the revocation or

modification of any such certificate, authority or permit which,

individually or in the aggregate, if the subject of an

unfavorable decision, ruling or finding, would have a Material

Adverse Effect.  UAL and its Subsidiaries are in compliance with

all rules, laws and regulations related to the operation of the

business of UAL and its Subsidiaries, except for instances of

noncompliance which, individually or in the aggregate, would not

have a Material Adverse Effect.



               3.14 The Plan has been duly authorized by all

corporate action and Part A constitutes an employee stock

ownership plan within the meaning of Section 4975(e)(7) of the

Code and Section 407(d)(6) of the Employee Retirement Income

Security Act of 1974, as amended ("ERISA"), Part B (that portion

of the stock bonus plan which does not constitute an employee

stock ownership plan) constitutes a stock bonus plan under the

Code and the Plan will qualify under Section 401(a) of the Code

taking into account amendments which may be reasonably requested

by the Internal Revenue Service, but no representation or

warranty is made as to the compliance of the Plan in operation

under the referenced Code and ERISA sections; the Trust Agreement

has been duly authorized by all necessary corporate action on the

part of UAL; all contributions by UAL to the Plan and all

dividends paid on the ESOP Preferred Stock which are used by the

Trust to make the required principal and interest payments with

respect to the ESOP Note will be deductible by UAL or its

Subsidiaries for federal income tax purposes under Section 404 of

the Code (as in effect on the date of the Closing), except to the

extent there are insufficient "earnings and profits" under the

Code for the dividends to be deductible; and the ESOP Preferred

Stock constitutes "employer securities" within the meaning of

Section 409(l) of the Code.



               3.15 There is no investment banker, broker or

finder which has been retained by or is authorized to act on

behalf of UAL or any Subsidiary or, to the knowledge of UAL, any

CRS Company who might be entitled to a fee or commission from

UAL, either Union or any affiliate of either of them upon

consummation of the transactions contemplated by this Agreement,

based upon arrangements made by or on behalf of UAL.  For the

purposes of this Section 3.15, "CRS Company" and "Union" shall

have the respective meanings assigned to such terms in the

Recapitalization Agreement.



          4.   Representations and Warranties of The Trustee, as

Trustee.  The Trustee, in its capacity as such, represents and

warrants as follows:


               4.1  The Trustee (i) is a duly organized and

validly existing trust company in good standing and with full

authority to act as Trustee and exercise trust powers under the

laws of the Commonwealth of Massachusetts and (ii) has full

corporate power and authority to execute and deliver the Trust

Agreement and to carry out the transactions contemplated thereby.



               4.2  The execution, delivery and performance of

this Agreement will not violate (i) the Trustee's Charter or

Bylaws, each as amended or restated to date, (ii) any provision

of any indenture, mortgage, deed of trust, agreement, instrument,

order, arbitration award, Judgment or decree to which the Trustee

or the Trust is a party or by which it or the Trust or any of

their respective assets are bound, or (iii) any statute, rule or

regulation applicable to the Trustee or the Trust of any court,

bureau, board, agency or other governmental body having

jurisdiction, which conflict, breach or default might have a

material adverse effect.



               4.3  This Agreement and the Trust Agreement have

been duly executed and delivered by the Trustee on behalf of the

Trust and, assuming due authorization, execution and delivery by

UAL, each constitutes the legal, valid and binding obligation of

the Trust enforceable against the Trustee in accordance with

their respective terms, except as the enforceability thereof may

be limited by the effect of any applicable bankruptcy,

insolvency, fraudulent conveyance, reorganization, moratorium and

similar laws affecting creditors rights generally, ERISA and by

general principles of equity (regardless of whether considered in

a proceeding at law or in equity).



               4.4  The Trustee is acquiring the shares on behalf

of the Plan pursuant to the Trust Agreement and the Plan solely

for investment purposes and not with a view toward, or for sale

in connection with, any public distribution thereof; provided,

however, nothing herein shall prohibit the Trustee from disposing

of any or all of the Shares.



               4.5  No authorization, approval or consent of any

governmental authority or agency is necessary to be obtained by

the Trustee or the Plan in connection with the purchase of the

Shares by the Trustee on behalf of the Plan hereunder.



               4.6  The Trustee, at the expense of UAL, has

retained independent legal counsel knowledgeable in matters

regarding ERISA and Code fiduciary responsibilities and has

retained an independent financial advisor to advise the Trustee

regarding the transactions contemplated by this Agreement.



               4.7  The Trustee has not employed any broker,

finder or agent, or agreed to pay or incurred any brokerage fee,

finder's fee, commission or other similar form of compensation in

connection with this Agreement or the transactions contemplated

hereby.


               4.8  Trustee has received an opinion of Houlihan,

Lokey, Howard and Zukin, Inc., financial advisor to the Trustee,

to the effect that (i) the Purchase Price is not greater than

fair market value, (ii) the Transaction is fair to the Plan from

a financial point of view, (iii) the conversion price with

respect to the Shares is reasonable and (iv) the interest rate on

the ESOP Note is not unreasonable.



          5.   Conditions to Closing.



               5.1  Conditions to the Trustee Is Obligation at

Closing.   The obligations of the Trustee hereunder are subject

to the fulfillment at or before the Closing of each of the

following conditions:



                    (a)  The representations and warranties

contained in Section 3 hereof shall be true on and as of the

Closing Date and, the Trustee shall have been furnished with a

certificate, dated the Closing Date, to such effect, signed by an

authorized officer of UAL.



                    (b)  The Trustee shall have received a cash

contribution to the Plan at least equal to the Cash Amount.



                    (c)  No order of any court or administrative

agency shall be in effect which restrains or prohibits the

transactions contemplated by this Agreement, and no suit, action

or other proceedings by any governmental body or other person

shall have been instituted which questions the validity or

legality of the transactions contemplated by this Agreement which

suit, action or proceeding the Trustee reasonably determines,

upon advice of counsel, is more likely than not to successfully

challenge the validity or legality of the transactions

contemplated by this Agreement or otherwise result in a Material

Adverse Effect.

                    (d)  Neither the Trustee nor UAL shall have

determined in good faith that the purchase of the Shares would

result in a "prohibited transaction" under ERISA or otherwise

violate the provisions of applicable law.



                    (e)  The Trustee shall have received UAL's

most recent annual report on form 10-K and any subsequently filed

Quarterly Reports on Form 10-Q.



                    (f)  The Trustee shall have received from

Kirkpatrick & Lockhart, counsel to the Trustee, an opinion in

substantially the form set forth in Schedule 5.1(f) hereto.


                    (g)  The Trustee shall have received from

Francesca M. Maher, Vice President-Law and Corporate Secretary,

the opinion in substantially the form set forth in Schedule

5.1(g) hereto.


                    (h)  The Trustee shall have received an

opinion of its financial advisor, in substantially the form set

forth in Schedule 5.1(h) hereto.



                    (i)  The Trustee shall have made a good faith

determination that the purchase of the Shares contemplated

hereunder and the consummation of all other transactions

contemplated by the Agreement are prudent and in the best

interests of the Plan participants.  In the event the Trustee is

unable to consummate the purchase of the Shares described in

Section 1 hereof at the Purchase Price by reason of the failure

of one or more of the conditions set forth in Sections 5.1(d),

(h) and (i) hereof, the Trustee agrees to negotiate in good faith

with UAL in an attempt to arrive at a purchase price for the

Shares at which the Trustee would consummate the purchase of

Shares contemplated by this Agreement.



                    (j)  UAL shall have certified to the Trustee

that it has determined that it is reasonably likely to have

sufficient earnings and profits such that dividends paid on the

Class 1 ESOP Convertible Preferred Stock are reasonably likely to

be deductible under Section 404 of the Code.




               5.2  Conditions to UAL's obligations at Closing.

The obligations of UAL hereunder are subject to the fulfillment

at or before the Closing of each of the following conditions:



                    (a)  The representations and warranties

contained in Section 4 hereof shall be true on and as of the

Closing and, UAL shall have been furnished with a certificate

dated the Closing Date to such effect, signed by an authorized

officer of the Trustee.



                    (b)  No order of any court or administrative

agency shall be in effect which restrains or prohibits the

transactions contemplated by this Agreement, and no suit, action

or other proceedings by any governmental body or other person

shall have been instituted which questions the validity or

legality of the transactions contemplated by this Agreement which

suit, action or proceeding UAL reasonably determines, upon advice

of counsel, is more likely than not to successfully challenge the

validity or legality of the transactions contemplated by this

Agreement or otherwise result in a Material Adverse Effect.



                    (c)  Neither the Trustee nor UAL shall have

determined in good faith that the purchase of the Shares would

result in a "prohibited transaction" under ERISA or otherwise

violate the provisions of applicable law.



                    (d)  UAL shall have received an opinion of

Kirkpatrick & Lockhart, counsel to the Trustee, in the form set

forth in Schedule 5.2(d) hereto.



                    (e)  The Trustee shall have delivered to UAL

a certification that the conditions set forth in section 5.1(d)

and section 5.1(i) have been satisfied.



          6.   Covenants of Trustee.  The Trustee hereby

covenants and agrees as follows:



               (a)  Except as otherwise provided in the ESOP, all

cash contributions (including any earnings on such contributions)

that are received by the Trust and cash dividends (including any

earnings on such dividends) that are received by the Trust with

respect to the Class 1 ESOP Convertible Preferred Stock or Common

Stock issued upon conversion thereof will be, to the extent

permitted by law, applied solely for the purpose of making

principal and interest payments on the ESOP Note.



               (b)  The Trustee shall not transfer or otherwise

dispose of any shares of Common Stock issued upon conversion of

the Class 1 ESOP Convertible Preferred Stock unless such

securities have been registered under the Securities Act of 1933,

as amended, and any applicable state securities laws or pursuant

to an exemption or exemptions from such registration.



               (c)  The Trustee agrees that UAL may (with the

consent of the Air Line Pilots Association, International and the

International Association of Machinists and Aerospace Workers if

and to the extent such consent is required by the Plan) extend

the maturity of the ESOP Note for up to four (4) years, provided

that the interest rate on the ESOP Note, as extended, is

determined by the Trustee to be reasonable at the time of

extension.



          7.   Covenants of UAL.  UAL hereby covenants and agrees

as follows:


               (a)  So long as any principal or interest amount

of the ESOP Note or any note representing a refinancing of the

ESOP Note remains unpaid, UAL shall use reasonable efforts to

cause Part A of the Plan to maintain its qualification as an

employee stock ownership plan within the meaning of Section

4975(e)(7) of the Code.



               (b)  So long as any principal or interest amount

of the ESOP Note or any note representing a refinancing of the

ESOP Note remains unpaid, UAL and its Subsidiaries shall make

contributions to the Plan which, when combined with any dividends

received by the Plan that can be used for the payment of such

debt, are sufficient to allow the Trustee to make, in a timely

fashion all scheduled principal and interest payments with

respect to the ESOP Note or any note representing a refinancing

of the ESOP Note; provided, however, that any contribution to the

Plan shall be limited to the extent that such contribution would

cause the aggregate contributions made by UAL and its

Subsidiaries for the relevant Plan year to exceed the limitations

set forth in Sections 404 or 415 of the Code.  Any contributions

limited or not made in a timely fashion pursuant to the preceding

sentence shall be (i) carried over and paid to the Plan as soon

as is practicable in connection with contributions to the Plan

and (ii) increased by an amount sufficient for the Trustee to pay

any increased interest or other costs arising under the ESOP Note

from the failure to make any payment thereunder when due.  The

Trustee shall be entitled to reimbursement upon demand for

reasonable attorney fees and other reasonable costs of collection

in enforcing the provisions of this Section 7(b).



               (c)  Registration of the Common Stock.  As and if

required by applicable securities laws, UAL shall at all times

maintain an effective registration statement under the Securities

Act and timely comply with the reporting requirements under the

Exchange Act with respect to the shares of Common Stock into

which the Shares are convertible.  The Trustee will provide UAL

with any information about the Trustee or such proposed sale

required to be included in such registration statement.  The

Trustee will, upon receipt of notice from UAL that any such

registration statement includes an untrue statement of a material

fact or omits to state a material fact required to be stated

therein or necessary to make any statement therein not

misleading, discontinue the distribution of Common Stock

thereunder until such misstatement or omission is eliminated.



          The Trustee further agrees not to effect any public

sale or distribution of Common Stock without the consent of UAL

during the seven days prior to or ninety days after any

registration statement relating to an underwritten sale of

securities of UAL has become effective.  UAL shall obtain any

other federal, state or local approvals as may be necessary from

time to time to enable the Trust to consummate any desired

conversion or disposition of the shares of Common Stock into

which the Shares are convertible.



          8.   Restrictive Legend.  The Trustee understands that

the certificates representing the Shares, when issued, will bear

the following legend and that a notation restricting their

transfer will be made on the stock transfer books of UAL:



               "The shares of stock represented by this

          certificate have not been registered under the

          Securities Act of 1933, as amended.  Such shares may

          not be sold, assigned, pledged or otherwise transferred

          in the absence of an effective registration statement

          under said Securities Act covering the transfer or an

          opinion of counsel satisfactory to the issuer that

          registration under said Securities Act is not required.



                                   Notice

               The shares, of stock represented by this

          certificate are subject to a security interest in favor

          of UAL Corporation."



          9.   Expenses.  Whether or not the transactions

contemplated by this Agreement shall be consummated, UAL shall,

as provided for in the applicable engagement letter between UAL

and the Trustee (the "Engagement Letter"), pay the expenses

incurred by the Trustee in connection with the authorization,

preparation, negotiation, execution and performance of this

Agreement and related transactions.



          10.  Integration Amendment.  This Agreement (including

the documents delivered pursuant hereto), together with the Plan,

Trust Agreement and Engagement Letter, constitutes the entire

agreement and understanding between the parties hereto relating

to the purchase of the shares of ESOP Preferred Stock and

supersedes any prior agreement or understanding relating in any

way to the transaction contemplated hereby. This Agreement may be

modified or amended only by a written instrument executed by or

on behalf of the parties hereto.  The headings and captions

contained herein are solely for convenience of reference and do

not constitute a part of this Agreement or affect in any way its

meaning or construction.



          11.  Savings Clause.  The invalidity, illegality or

enforceability of any one or more of the provisions of this

Agreement shall in no way affect or impair the validity and

enforceability of the remaining provisions hereof.  In the event

any such provision shall be so declared unenforceable due to its

scope or breadth, it shall be narrowed to the scope or breadth

permitted by law.



          12.  Counterparts.  This Agreement may be executed in

one or more counterparts, each of which shall be deemed an

original and all of which together shall constitute one and the

same instrument.  It shall not be necessary that any single

counterpart hereof be executed by all parties so long as each

party executed at least one counterpart.



          13.  Governing Law.  This Agreement shall be construed

and enforced in accordance with the laws of Illinois without

regard to any principles of conflicts of law.



          14.  Survival of Representations, Warranties and

Covenants.  All covenants contained in this Agreement (including

in any certificates delivered hereunder) shall survive the

Closing or, in the case of Section 9, Section 13 and Section 14

hereof, the sooner termination of this Agreement.

Notwithstanding the Closing, or the sooner termination of this

Agreement or any investigation at any time made by or on behalf

of either party, UAL or the Trustee shall be liable for damages

arising from its breaches of representations or warranties under

this Agreement (including in any certificates delivered

hereunder) which breaches shall not be considered waived by

consummation of the transactions contemplated hereby, provided,

however, that UAL and the Trustee shall be liable only to the

extent that notice therefor is asserted by the other in writing

and delivered prior to the expiration of forty-two (42) months

from the Closing or sooner termination of this Agreement.



          15.  Notices.  Any notice or other communication

required or permitted hereunder shall be in writing, either

delivered by hand, by mail, or by telex, telefax or telegram

(charges prepaid), and any such notice shall be effective when

received at the address specified below (or, if by mail, three

business days after deposited in the U.S. mails, registered or

certified mail, postage prepaid and return receipt requested):



                                   By Mail
                                   -------

     If to UAL:               UAL Corporation
     ---------                P. O. Box #66919
                              Chicago, IL 60666
                              Attn: Corporate Secretary

                                   By Courier
                                   ----------

                              UAL Corporation
                              1200 Algonquin Road
                              Elk Grove Township, IL 60007
                              Attn: Corporate Secretary

     If to the Trustee:       State Street Bank and Trust
     -----------------        Company
                              Retirement Investment Services
                              Batterymarch Park III
                              Three Pine Hill Drive
                              Quincy, MA 02169
                              Attn: UAL ESOP Administration

     With a copy to:          Kirkpatrick & Lockhart
                              1500 Oliver Building
                              Pittsburgh, PA 15222
                              Attn: Charles R. Smith, Esquire



Addresses may be changed by written notice given pursuant to this

Section.  Any notice given hereunder may be given on behalf of

any party by his counsel or other authorized representatives.



          16.  Successors and Assigns: Assignability.  This

Agreement shall be binding upon and inure to the benefit of and

be enforceable by the parties hereto, and their respective legal

representatives, successors and assigns.  This Agreement (i)

shall not confer upon any person other than the parties hereto

and their respective successors and assigns any rights or

remedies hereunder and (ii) shall not be assignable by operation

of law or otherwise by any party hereto.



          17.  Further Assurances.  Subject to the terms and

conditions herein provided, each of the parties hereto shall use

all reasonable efforts to take, or cause to be taken, all action

and to do, or cause to be done, all things necessary, proper or

advisable to consummate and make effective the transactions

contemplated by this Agreement.



          18.  Certain Limitations.  The execution and delivery

of this Agreement and the performance by the Trustee of this

Agreement have been, or will be, effected by the Trustee solely

in its capacity as Trustee and not individually.


              [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



          IN WITNESS WHEREOF, the parties hereof have duly

executed and delivered this Agreement as of the date first above

written.

                              UAL CORPORATION

                              By:  /s/ Douglas A. Hacker
                                   ---------------------
                                   Name: Douglas A. Hacker
                                         -----------------
                                   Title: Executive Vice President &
                                          Chief Financial Officer
                                          --------------------------



                              State Street Bank and Trust Company,
                              solely in its capacity as Trustee
                              under the UAL Corporation Employee
                              Stock Ownership Plan Trust and not
                              individually

                              By:  /s/ John Scott Feeley
                                   ---------------------
                                   Name: John Scott Feeley
                                         -----------------
                                   Title: Vice President
                                          --------------