SECOND AMENDMENT


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Exhibit 10.6



 







SECOND 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, effective
January 1, 1995.  The amendments to Section 1 (p) and 1 (yy) as set
forth below are intended to document the previously-existing interpretation
of the Plan, rather than to accomplish a substantive change to the Plan.

 

                           
1. The following is hereby inserted as a new paragraph at the end of the
material labelled "Part A" which precedes Section 1:

"Solely for the Plan Year beginning on January 1, 1995,
the allocation which would be made under the foregoing percentages is amended
to take into account the participation by certain members of the IAM Employee
Group in the allocation of Class 2 Non-Voting Preferred Stock under the
Supplemental Plan pursuant to the Special Annual Allocation for 1995. 
Accordingly, the shares of Class 1 Non-Voting Preferred Stock allocated
for the Plan Year commencing January 1, 1995 which would be allocated to
the members of the IAM Employee Group under the forgoing percentages will
be reduced by the number of shares of Class 2 Non-Voting Preferred Stock
to be included in the hypothetical share number as a result of the Special
Annual Allocation for 1995 for the members of the IAM Employee Group who
did not have any compensation for purposes of Code Section 415 for the
1995 Plan Year.  Correspondingly, (1) the number of shares of Class
1 Non-Voting Preferred Stock which would be allocated for the Plan Year
commencing January 1, 1995 to the members of the ALPA Employee Group under
the forgoing percentages will be increased by the same number of shares,
and (2) the number of shares of Class 2 Non-Voting Preferred Stock which
would be allocated for the Plan Year commencing January 1, 1995 to the
members of the ALPA Employee Group as set forth in the Supplemental Plan
will be reduced by the same number of shares."

                           
2. The first clause (i) of Section 1 (p) is amended to read as follows:
"(i) the total cash compensation (and any in-kind compensation
which the Participant could have elected to receive as cash) paid to the
Participant for services while a Participant and an Eligible Employee,
during the Plan Year for services rendered to his Employer, including bonuses
and overtime pay, plus"

                           
3. Section 1 (p) is amended by adding the following to the end of the section:
"With respect to a Participant who is a member of the
ALPA Employee Group, Compensation shall include pay received for vacation
time in the year paid (whether before or after termination of employment)."

                           
4. The following new Section 1 (oo)A is hereby added after Section 1 (oo)
and before Section 1 (pp):
"(oo) A 'Special Annual Allocation' means the allocation
referred to in Section 5.4 (f)."

                           
5. Section 1 (yy) is amended by adding the following to the end of the
section:
"A Participant's Wage Investment shall be calculated
with respect to vacation pay in the year paid (whether before or after
termination of employment)."

                           
6. Section 5.4 (a) (i) (A) is amended by adding the following to the end
of the section:
"The shares of Class 1 Non-Voting Preferred Stock allocated
for the Plan Year commencing January 1, 1995 which would be allocated to
the members of the IAM Employee Group under the forgoing percentages will
be reduced by the number of shares of Class 2 Non-Voting Preferred Stock
to be included in the hypothetical share number as a result of the Special
Annual Allocation for 1995 for the members of the IAM Employee Groupwho
did not have any compensation for purposes of Code Section 415 for the
1995 Plan Year.  Correspondingly, the number of shares of Class 1
Non-voting Preferred Stock which would be allocated for the Plan Year commencing
January 1, 1995 to the members of the ALPA Employee Group under the forgoing
percentages will be increased by the same number of shares."

                           
7. The following is hereby added to the end of Section 5.4 (a) (iii):
"Notwithstanding the foregoing, for each Plan Year beginning
on or after January 1, 1995, the Employer Contributions tentatively allocated
under this clause (iii) shall be the Employer Contributions remaining after
the allocation of the Special Annual Allocation (if any) for such Plan
Year pursuant to Section 5.4 (f).  Accordingly, a Participant's tentative
allocation under this subsection shall be the sum of the Special Annual
Allocation (if any) allocated to the Participant for the Plan Year, plus
the allocation under the preceding portions of this clause of the Employer
Contributions remaining after the Special Annual Allocation."

                           
8. The second sentence of Section 5.4 (c) (ii) is amended by inserting
the following after "Such number shall equal" and before "the number of
shares that would have been allocated to the Participant...":
"the sum of the number of shares set forth as the hypothetical
allocation to the Participant in the Special Annual Allocation for that
Plan Year (if any), plus"

                           
9. Section 5.4 (c) (ii) is amended by adding the following to the end of
the section:
"For Plan Years beginning on or after January 1, 1995,
the hypothetical share number shall be calculated by taking into account
the Special Annual Allocation applicable to that Plan Year (if any).  
By way of illustration, assume that for the 1995 Plan Year, a total of
1,110,456.695 shares are to be allocated to members of the ALPA Employee
Group, and that 5,000 of those shares are to be allocated in the Special
Annual Allocation applicable to members of the ALPA Employee Group. 
Under this example, the hypothetical share number of a member of the ALPA
Employee Group for 1995 shall equal the sum of (x) the portion of the 5,000
shares set forth as the hypothetical allocation to the employee pursuant
to the Special Annual Allocation for 1995, plus (y) the employee's ratable
portion (based upon Compensation as modified under this clause (ii)) of
the remaining 1,105,455.695 shares."

                           
10. Section 5.4 (c) is amended, for Plan Years beginning on or after January
1, 1995, by adding the following to the end of the Section:
"Solely for the Plan Year commencing January 1, 1995,
IAM members may to the extent required to implement the Special Annual
Allocation for 1995, participate in all of the allocations under this subsection
(c).  For all other Plan Years, participation by member of the IAM
Employee Group in the allocations under this subsection (c) shall be limited
by the provisions of this Plan as they existed prior to this amendment."

                           
11. The following new Section 5.4 (f) is added to the Plan:
"(f) Special Annual Allocations.  For each Plan
Year beginning on or after January 1, 1995, the Special Annual Allocation
described in Appendix A applicable to the Plan Year (if any) shall be made
after the application of clauses (i) and (ii) of Section 5.4 (a), but prior
to the application of clause (iii) of Section 5.4 (a) and the clauses subsequent
to clause (iii), and the hypothetical allocation set forth in the Special
Annual Allocation applicable to the Plan Year shall be made as a part of
the calculation of the hypothetical share number as set forth in clause
(ii) of Section 5.4 (c).  If Appendix A does not set forth a Special
Annual Allocation applicable to a particular Plan Year, then there shall
be no Special Annual Allocation for that Plan Year."

                           
12. The following Appendix A is hereby added to the Plan:

 

 





"APPENDIX A

SPECIAL ANNUAL ALLOCATIONS


                           
This Appendix A is part of the UAL Corporation Employee Stock Ownership
Plan.  The purpose of this Appendix A is to set forth the terms of
the Special Annual Allocation referred to in Section 5.4 (f) of the ESOP. 
This Appendix A may only be amended pursuant to Section 13.1 of the ESOP.

                           
Special Annual Allocation for 1995.  For the Plan Year beginning
January 1, 1995, there shall be two Special Annual Allocations.  The
first Special Annual Allocation is described in subsection (a) below, and
is intended to provide to the accounts of certain Participants who are
members of the IAM Employee Group the shares of Class 1 Non-Voting Preferred
Stock which would have been provided in 1994, but for the application of
the limits of Code Section 415.  The second Special Annual Allocation
is described in subsection (b) below, shall be made to all individuals
who were Participants in 1994, and is intended to adjust the Accounts of
Participants to the levels which had originally been reported to Participants
in the allocation of shares for 1994, but which were overstated because
additional Compensation and Wage Investments were subsequently reported
for 1994.  The second Special Annual Allocation is also intended to
adjust the Accounts of Participants whose accounts had not been overreported
so that their allocations will be on a par with the allocations to the
Participants described in the preceding sentence.

                           
(a) Special Annual Allocation for IAM Employee Group.  A
portion of the Employer Contributions allocated to the IAM Employee Group
for 1995 shall be allocated to the Accounts of those Participants
who are members of the IAM Employee Group to whom Contributions were limited
by the application of Code Section 415 for the 1994 Plan Year.  For
each such Participant, the shares which would have been allocated but for
the application of the limits of Code Section 415 are referred to as the
"1994 Shortfall Shares."  For purposes of calculating the Special
1995 IAM Allocation, there shall be calculated the "1995 IAM Average Contribution,"
which shall be equal to the total Employer Contributions allocated to the
IAM Employee Group for the 1995 Plan Year, divided by the total number
of shares of Class 1 Non-Voting Preferred Stock allocated to the IAM Employee
Group for the 1995 Plan Year, excluding, however, the shares allocated
to the IAM Employee Group for the 1995 Plan Year on account of dividends
paid on previously-allocated shares.

                           
(1) Amount to be included in tentative allocation.  The
following amount shall be included in the tentative allocation under Section
5.4 (a) (iii) as the Special Annual Allocation to each affected Participant:
the lesser of (i) the sum of (xx) the 1995 IAM Average Contribution times
the Participant's 1994 Shortfall Shares, plus (yy) $8.8872, times the Participant's
1994 Shortfall Shares, times a fraction the numerator of which is the 1995
IAM Average Contribution, and the denominator of which is the fair market
value of a share of Class 1 Non-Voting Preferred Stock as of the end of
the 1995 Plan Year, or (ii) the allocation permitted for 1995 pursuant
to Code Section 415.

                           
(2) Shares to be included in hypothetical share number and hypothetical
allocation.  The following number of shares is to be included
in the hypothetical share number under Section 5.4 (c) (ii) and Section
2.4 (a) of the Supplemental Plan as the Special Annual Allocation for each
affected Participant who did not have any compensation for purposes of
Code Section 415 in 1995: the sum of (i) the 1994 Shortfall Shares, plus
(ii) $8.8872 times the Participant's 1994 Shortfall Shares divided by the
fair market value of a share of Class 1 Non-Voting Preferred Stock as of
the end of the 1995 Plan Year. No shares are included in the hypothetical
share number or Special Annual Allocation under the Supplemental Plan for
Participants who had any compensation for purposes of Code
Section 415 in 1995.

                           
(b) 1995 Special Annual Allocation for All Employee Groups.  For
each individual who was a Participant in 1994 (a "1994 Participant"), there
shall be calculated a number of shares referred to as the "1995 Make-up
Shares."  The 1995 Make-up Shares for each 1994 Participant shall
equal the difference between the number of shares actually allocated to
the 1994 Participant for the 1994 Plan Year (using the final Compensation
and Wage Investment data), and the number of shares which would have been
allocated to the 1994 Participant for the 1994 Plan Year if the following
facts had been correct for the 1994 Plan Year: (1) the total Compensation
of Participants who were members of the ALPA Employee Group (without respect
to the limitations of Code section 401 (a) (17) and the limitation contained
in Section 1(p) of four times the dollar limit under Code Section 415 (c)
(1) (A)) was $415,308,677.81, (2) the total Compensation of Participants
who were members of the ALPA Employee Group (limited by the limitation
contained in Section 1(p) of four times the dollar limitation under Code
Section 415 (c) (1) (A)) was $375,772,138.78, (3) the total Compensation
of ALPA Participants (without respect to the limitation contained in Section
1(p) of four times the dollar limit under Code Section 415 (c) (1) (A),
but limited by Code Section 401 (a) (17)) was $407,265,547.88, (4) the
total Wage Investments were $91,675,662.89, (5) the total Compensation
of members of the Management and Salaried Employee Group (without respect
to the limitation of Code Section 401 (a) (17)) was $346,925,400.49, and
(6) the total Compensation of members of the Management and Salaried Employee
Group (limited by Code Section 401 (a) (17)) was $345,997,953.17.

                           
For purposes of calculating the 1995 Special Annual Allocation, there shall
be calculated (x) the "1995 ALPA Average Contribution," which shall be
equal to the total Employer Contributions allocated to the ALPA Employee
Group for the 1995 Plan Year, divided by the total number of shares of
Class 1 Non-Voting Preferred Stock allocated to the ALPA Employee Group
for the 1995 Plan Year, excluding, however, the shares allocated to the
ALPA Employee Group for the 1995 Plan Year on account of dividends paid
on previously-allocated shares, and (y) the "1995 M&S Average Contribution,"
which shall be equal to the total Employer Contributions allocated to the
Management and Salaried Employee Group for the 1995 Plan Year, divided
by the total number of shares of Class 1 Non-Voting Preferred Stock allocated
to the Management and Salaried Employee Group for the 1995 Plan Year, excluding,
however, the shares allocated to the Management and Salaried Employee Group
for the 1995 Plan Year on account of dividends paid on previously-allocated
shares.  The 1995 IAM Average Contribution, calculated as set forth
in subsection (a) above shall also be used in this subsection (b). For
each 1994 Participant, the result of the above calculation which applies
his Employee Group is the "Applicable Average Contribution."

                           
(1) Amount to be included in tentative allocation.  The
following amount shall be included in the tentative allocation under section
5.4 (a) (iii) as the Special 1995 Allocation to each 1994 Participant:
the lesser of (i) the sum of (xx) the Applicable Average Contribution,
times the Participant's 1995 Make-up Shares, plus (yy) $8.8872,
times the Participant's 1995 Make-up Shares, times a fraction the numerator
of which is the Applicable Average Contribution, and the denominator of
which is the fair market value of a share of Class 1 Non-Voting Preferred
Stock as of the end of the 1995 Plan Year, or (ii) the allocation permitted
for 1995 pursuant to Code Section 415.

                           
(2) Shares to be included in hypothetical share number and hypothetical
allocation.  The following number of shares is to be included
in the hypothetical share number under Section 5.4 (c) (ii) and Section
2.4 (a) of the Supplemental Plan as the Special Annual Allocation for each
affected Participant: the sum of (i) the 1995 Make-up Shares, plus (ii)
$8.8872 times the Participant's 1994 Make-up Shares divided by the fair
market value of a share of Class 1 Non-Voting Preferred Stock as of the
end of the 1995 Plan Year.  Notwithstanding the foregoing, for Participants
who are members of the IAM Employee Group, the inclusion in the hypothetical
share number and the Special Annual Allocation under the Supplemental Plan
shall only be made if the Participant had no compensation for purposes
of Code Section 415 in 1995.

                           
(c) In the case of any member of the IAM Employee Group who is subject
to both subsections (a) and (b), the total 1995 Special Annual Allocation
shall be the sum of the amounts determined for such Participant under both
subsections.

 

                           
IN WITNESS WHEREOF, the Company has caused this Second Amendment to be
executed on August 17, 1995.

 

 

  

		UAL CORPORATION
		
		
		By: /s/ Stuart I. Oran
		Executive Vice President-
		Corporate Affairs 
		and General Counsel
		
		
		APPROVED BY:
		
		
		AIR LINE PILOTS ASSOCIATION,
		INTERNATIONAL
		
	
/s/ Harlow B. Osteboe
	/s/ J.Randolph Babbitt
		
		INTERNATIONAL ASSOCIATION
		OF MACHINISTS AND
		AEROSPACE WORKERS
		
		/s/ Kenneth W. Thiede




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