(1)
    
    I have reviewed this quarterly report on Form 10-Q for the period ended September 30,
2008 of United Air Lines, Inc. (the Company);(2)
    
    Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;(3)
    
    Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the Company as of, and for, the periods presented
in this report;(4)
    
    The Companys other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the Company and have:
 (a)
    
    Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that material
information relating to the Company, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which
this report is being prepared;(b)
    
    Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;(c)
    
    Evaluated the effectiveness of the Companys disclosure controls and
procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and(d)
    
    Disclosed in this report any change in the Companys internal control over
financial reporting that occurred during the Companys most recent fiscal quarter
that has materially affected, or is reasonably likely to materially affect, the
Companys internal control over financial reporting; and
 (5)
    
    The Companys other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the Companys auditors and the
audit committee of the Companys board of directors (or persons performing the equivalent
functions):
 (a)
    
    All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably likely to
adversely affect the Companys ability to record, process, summarize and report
financial information; and(b)
    
    Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Companys internal control over
financial reporting.
 /s/ Frederic F. BraceFrederic F. BraceExecutive Vice President andChief Financial OfficerDate: October 24, 2008