Exhibit 10



Exhibit 10.1








TWELFTH AMENDMENT

UAL CORPORATION

EMPLOYEE STOCK OWNERSHIP PLAN

(Effective as of July 12, 1994)





By virtue and in exercise of the amending power reserved to UAL Corporation
(the "Company") under Section 13.1(a) of the UAL Corporation Employee Stock
Ownership Plan (effective as of July 12, 1994) (the "Plan"), which amending
power thereunder is subject to the approval of the Air Line Pilots Association
International ("ALPA") and the International Association of Machinists
and Aerospace Workers (the "IAM"), the Company hereby amends the Plan,
subject to the approval of ALPA and the IAM, as follows.

1.        The first sentence of the
definition of "Compensation" in Section 1(p) is hereby amended effective
January 1, 1998 by adding the following immediately after "Code section
401(k) or 125":

"(or, solely for the purpose of calculating the limit on allocations
under Section 5.5, Code section 132(f)(4))"

2.        Section 5.4(f) is hereby amended
by adding the following to the end of the section effective as of the last
day of the Wage Investment Period:
"The Special Annual Allocation described in Appendix A resulted in
adjustments to the allocation of contributions made to repay Acquisition
Loans during the Wage Investment Period. Since all Acquisition Loans have
been repaid in full as of the end of the Wage Investment Period, no further
Special Annual Allocations can be made following the end of the Wage Investment
Period. Accordingly, any corrective allocations following the end of the
Wage Investment Period shall be made pursuant to the principles of the
Employee Plans Compliance Resolution System ("EPCRS") as published by the
Internal Revenue Service in Revenue Procedure 2001-17 (or the successor
to EPCRS or such Revenue Procedure)."

3.        Section 7.4(a)(iii) is hereby
amended and restated in its entirety as follows effective for distributions
made for 2001 and subsequent years:
"(iii) unless otherwise permitted by law, the entire interest of each
Participant who is a five percent (5%) owner with respect to the Plan Year
in which the Participant attains age 701⁄2 shall commence to be distributed
by April 1 of the calendar year following the calendar year in which the
Participant reaches age 701⁄2. Any distribution to a Participant who
is a 5% owner and an Employee made pursuant to this clause (iii) shall
be limited to the minimum amount required to be distributed pursuant to
Code section 401(a)(9).
"Any Participant who is not a 5% owner shall not be required to receive
a distribution until the Participant terminates employment. Notwithstanding
the foregoing, any Participant who would have been required to receive
a distribution under this Section 7.4 if the Participant were a 5% owner
may elect, on an annual basis, to receive the minimum distribution he would
have been required to receive for that year if he was a 5% owner. The ESOP
Committee may specify the time and manner for any annual election made
under this paragraph".

3.        A new Section 7.4(a)(vi) is
added to the Plan as follows effective January 1, 2001:

"(vi) with respect to distributions under the Plan made for calendar
years beginning on or after January 1, 2001, the Plan will apply the minimum
distribution requirements of section 401(a)(9) of the Code in accordance
with the regulations under section 401(a)(9) that were proposed on January
17, 2001. This Section 7.4(a)(vi) shall continue in effect until the end
of the last calendar year beginning before the effective date of final
regulations under section 401(a)(9) or such other date specified in guidance
published by the Internal Revenue Service."

4.        Section 7.7 is hereby amended
by adding the words "or 7.12" to the end of the last sentence in the Section
effective August 5, 1997.
5.        A new Section 7.12 is added
to the Plan as follows effective August 5, 1997:

"7.12 Benefit Offset. The Plan may offset against the Account(s) of
a Participant any amount that the Participant is ordered or required to
pay the Plan under a judgment, order, decree or settlement agreement described
in ERISA Section 206(d)(4)."

 

 

IN WITNESS WHEREOF, the Company has caused this Twelfth Amendment to be
executed on January 28, 2002.

 

 

 
	UAL CORPORATION
	
	/s/ Frederick F. Brace
	Frederick F. Brace
	
	
	APPROVED BY:
	
	AIR LINE PILOTS ASSOCIATION,
	INTERNATIONAL
	
	/s/ Duane E. Woerth
	Duane E. Woerth
	President
	
	/s/ F.C. Dubinsky
	F.C. Dubinsky
	UAL MEC Chairman
	
	INTERNATIONAL ASSOCIATION
	OF MACHINISTS AND
	AEROSPACE WORKERS
	
	/s/ Scotty Ford
	Scotty Ford
	President and General Chairman
	District Lodge 142-M
	
	/s/ S.R. Canale
	S.R. Canale