Severance Agreement - UAL Corp

Severance Agreement - UAL Corp. and Joseph R. O'Gorman Jr.(Apr 28, 1995)

                                   April 28, 1995
Mr. Joseph R. O'Gorman, Jr.
P.O. Box 422
Barrington, Illinois  60011
By letter dated March 30, 1995 (the 'Termination Letter'),
UAL Corporation (the 'Company') notified you that it did not
wish to extend beyond its earliest expiration date the term
of that certain letter agreement with you dated July 1,
1993, as amended and supplemented, by which you would
receive severance benefits under certain conditions if your
employment with the Company terminated subsequent to a
change in control (the 'Severance Agreement'). As the result
of the Termination Letter, the Severance Agreement would
have expired on August 31, 1997.
For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company
agrees with you that the expiration date of the Severance
Agreement is hereby extended to August 1, 1998.  The
Termination Letter shall be deemed modified as necessary to
accomplish this extension.
In addition, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged,
United Air Lines, Inc. ('United') hereby agrees to amend and
restate the agreements set forth in those two letters to you
concerning supplemental retirement benefits (1) from United
dated February 25, 1991 and (2) from the Company and United
dated as of March 25, 1994 (each of which letters is hereby
superseded and terminated in its entirety), as follows:
 A.   United agrees to pay you, in addition to all other
      benefits to which you may be entitled as United's
      Executive Vice President - Fleet Operations and
      Administration, a supplemental retirement benefit
      computed and paid in accordance with United's
      Management and Salaried Employee's Retirement Plan
      and The United Air Lines, Inc. Supplemental
      Retirement Plan (together, the 'Plans') but
      calculating your accrued benefit (the 'Additional
      Years of Service Credit') as if you had been
      continuously employed by United from June 27, 1966 to
      the date of your retirement from United.  The amount
      of this supplemental retirement benefit shall be
      determined without decrement based on age at the time
      of retirement, so that such benefit will be
      determined as if you actually retired at age 65,
      regardless of the actual age at which you retire.
      This supplemental retirement benefit shall be offset
      by the accrued benefit payable to you under the
      Plans, and shall be paid out of United's general
      funds pursuant to United's contractual obligation
      hereunder, but no funds shall be placed in trust or
      otherwise set aside by United to provide for payments
      hereunder. Such supplemental retirement benefit shall
      be payable at the same time and in the same manner as
      you elect to receive your benefits under the Plans.
      The Additional Years of Service Credit shall also
      apply in determining your eligibility for, and the
      amount of, your other retiree benefits.
 B.   Section 4(iii)(E) of the  Severance Agreement is
      amended by adding the following new sentence
      immediately before the last sentence thereof:  'For
      purposes of determining, pursuant to the preceding
      sentence, whether you could have retired and received
      retirement benefits, and the amount of benefits you
      would have been entitled to receive, with respect to
      one or more of the foregoing insurance benefits, you
      shall be credited with such additional years of
      credited service as are credited to you for
      supplemental pension benefit purposes pursuant to
      that certain letter agreement entered into between
      you and United dated as of April 28, 1995 (the
      'Letter Agreement').'
  
 C.   Section 4(iii)(F) of the Severance Agreement is
      amended by inserting the following immediately
      preceding clause (x) in the last sentence thereof:
      '(w) you shall be credited with, as of the Date of
      Termination, such additional years of credited
      service as are credited to you for supplemental
      pension benefit purposes pursuant to the Letter
      Agreement.'
Please sign and return the enclosed copy of this letter,
which will, together with the Termination Letter and the
Severance Agreement and subject to the following sentence,
constitute our agreement on these subjects.  The new
obligations of the Company and United under this letter
shall be subject in their entirety to the approval of the
Compensation Committee of the Board of Directors of the
Company, and shall not become effective unless and until the
date that such approval, if any, is given.
                              UAL Corporation
                              By:  /s/ John A. Edwardson
                                   John A. Edwardson
                                   President and Chief
                                   Operating Officer
                              United Air Lines, Inc.
                              By:  /s/ John A. Edwardson
                                   John A. Edwardson
                                   President and Chief
                                   Operating Officer
Agreed to and Accepted as of April 28, 1995
/s/ Joseph R. O'Gorman
Joseph R. O'Gorman