UAL CORP /DE/
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Exhibit 10.2</div>

<p><br>
<br>
<center>
<p>SECOND AMENDMENT TO THE AGREEMENT
<br>AND PLAN OF RECAPITALIZATION</center>

<p>Second Amendment (this "Amendment"), dated as of June <font size=-1>29,
1994, </font>to the Agreement and Plan of Recapitalization (as amended,
the "Plan of Recapitalization"), dated as of March <font size=-1>25, 1994,
</font>by
and among UAL Corporation, a Delaware corporation (the "Company"), Air
Line Pilots Association, International, pursuant to its authority as the
collective bargaining representative for the crafts or class of pilots
employed by United Air Lines, Inc., a Delaware corporation and a wholly-owned
subsidiary of the Company ("United"), and the International Association
of Machinists and Aerospace Workers, pursuant to its authority as the collective
bargaining representative for the crafts or classes of mechanics and related
employees, ramp and stores employees, food service employees, dispatchers
and security officers employed by United, as amended by the First Amendment
to the Plan of Recapitalization, dated as of June 2, 1994.
<br>&nbsp;
<br>&nbsp;
<br>
<center>
<p><u>W</u> <u>I</u> <u>T</u> <u>N</u> <u>E</u> <u>S</u> <u>S</u> <u>ET</u>
<u>H</u></center>

<p>WHEREAS, the parties hereto desire to amend the Plan of Recapitalization
and certain Schedules thereto; and
<br>&nbsp;
<br>&nbsp;
<p>WHEREAS, Section 10.3 (a) of the Plan of Recapitalization permits amendments
to the Plan of Recapitalization and the Schedules thereto by written instrument
signed by all parties;
<br>&nbsp;
<br>&nbsp;
<p>NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the parties hereto agree an follows:
<br>&nbsp;
<br>&nbsp;
<p>1. Section 1.3 of the Plan of Recapitalization is hereby amended and
restated in its entirety in the form attached to this Amendment asExhibit
A.
<br>&nbsp;
<br>&nbsp;
<p>2. Section 1.5(b) of the Plan of Recapitalization in hereby amended
and restated in its entirety in the form attached to this Amendment as
Exhibit B.
<p>3. Section 1.11 of the Plan of Recapitalization is hereby amended and
restated in its entirety in the form attached to this Amendment as Exhibit
C.
<br>&nbsp;
<br>&nbsp;
<p>4. Article FOURTH, Part I.D, Section 2.5 of the Restated Certificate
is hereby amended and restated in its entirety in the form attached to
this Amendment as Exhibit D.
<br>&nbsp;
<br>&nbsp;
<br>
<center>
<p><u>Miscellaneous</u></center>

<p>A. <u>Definitions</u>. Capitalized terms used in this Amendment and
not defined herein shall have the meanings ascribed to them in the Plan
of Recapitalization or the Schedules or other attachments thereto.
<br>&nbsp;
<br>&nbsp;
<p>B. <u>Entire Plan of Recapitalization; Restatement</u>. The Plan of
Recapitalization, as amended by this Amendment, is the entire agreement
of the parties with respect to the subject matter hereof and the parties
hereto hereby agree that the Plan of Recapitalization and all Schedules
thereto may be restated to reflect all amendments provided for in this
Amendment.
<br>&nbsp;
<br>&nbsp;
<p>C. <u>Governing Law</u>. This Amendment shall be deemed to be made in
and in all respects shall be interpreted, governed by and construed in
accordance with the laws of the State of Delaware, without regard to the
conflicts of laws principles thereof.
<br>&nbsp;
<br>&nbsp;
<p>D. <u>Counterparts</u>. This Amendment may be executed in counterparts,
each of which shall be an original and all of which shall together constitute
one and the same instrument.
<br>&nbsp;
<br>&nbsp;
<br>
<br>
<br>
<br>
<br>
<center>
<p><u>Second Amendment to the Agreement</u>
<br><u>and Plan of Recapitalization</u></center>

<p>IN WITNESS WHEREOF<font size=-1>, </font>the parties hereto have caused
this Amendment to be executed by their respective officers thereunto duly
authorized on the date first above written.
<br>&nbsp;
<br>&nbsp;
<dir>
<dir>
<dir>
<dir>
<dir>
<dir>
<dir>
<dir>
<dir>
<dir>UAL CORPORATION
<br>&nbsp;
<br>&nbsp;
<p>By: <u>/s/ Stephen M. Wolf</u>
<br>Name: Stephen M. Wolf
<br>Title: Chairman and<i> </i>Chief
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Executive Officer
<br>&nbsp;
<br>&nbsp;
<p>AIR LINE PILOTS ASSOCIATION,
<br>INTERNATIONAL
<br>&nbsp;
<br>&nbsp;
<p>By: <u>/s/ Roger D. Hall</u>
<br>Name: Roger D. Hall
<br>Title: Chairman, UAL-MEC
<br>&nbsp;
<br>&nbsp;
<p>INTERNATIONAL ASSOCIATION OF
<br>MACHINISTS AND AEROSPACE WORKERS
<br>&nbsp;
<br>&nbsp;
<p>By: <u>/s/ Ken Thiede</u>
<br>Name: Ken Thiede
<br>Title: President and
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; General Chairman,
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; District Lodge 141
<br>&nbsp;</dir>
</dir>

<br>&nbsp;
<br>&nbsp;
<p><u>EXHIBIT INDEX</u>
<dir>&nbsp;</dir>
</dir>
</dir>
</dir>
</dir>
</dir>
</dir>
</dir>
Exhibit A - Section 1.3 of the Plan of Recapitalization
<dir>
<dir>
<dir>
<dir>
<dir>&nbsp;
<br>&nbsp;</dir>
</dir>
</dir>
</dir>
</dir>
Exhibit B - Section 1.5 (b) of the Plan of Recapitalization
<dir>
<dir>
<dir>
<dir>
<dir>&nbsp;
<br>&nbsp;</dir>
</dir>
</dir>
</dir>
</dir>
Exhibit C - Section 1.11 of the Plan of Recapitalization
<dir>
<dir>
<dir>
<dir>
<dir>&nbsp;</dir>
</dir>
</dir>
</dir>
</dir>
Exhibit D - Article FOURTH, Part I.D, Section 2.5 of the Restated Certificate</dir>

<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<div align=right>EXHIBIT A</div>

<p>&nbsp;SECTION <i>1.3 Redemption. </i>Following the Effective Time, all
outstanding shares of Redeemable Preferred Stock shall, to the extent of
funds legally available therefor and subject to the provisions of the Restated
Certificate, be redeemed immediately after issuance according to the terms
thereof (the "Redemption"). Pursuant to the Redemption, the holders of
Redeemable Preferred Stock, if any, shall be entitled to receive, in respect
of each one one-thousandth of a share of Redeemable Preferred Stock, subject
to the terms thereof and Section 1. 5(f):
<br>&nbsp;
<br>&nbsp;
<dir>
<dir>(i) 25.80 in cash;
<dir>
<dir>
<dir>
<dir>&nbsp;</dir>
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</dir>
(ii) either (a) if the Underwriting Alternative with respect to depositary
shares (the "Depositary Shares") representing interests in Series B Preferred
Stock of the Company, without par value (the "Public Preferred Stock"),
is not consummated, both (I) an additional cash payment equal to $12.20,
plus (II) Depositary Shares representing interests in a liquidation preference
of Public Preferred Stock equal to the excess of (xx) $31.10 over (yy)
the product of $12.20 and a fraction (but in no event less than one) the
numerator of which is the Applicable Rate with respect to the Depositary
Shares assuming that the Underwriting Alternative with respect to the Depositary
Shares is consummated, and the denominator of which is 11.375%, or (b)
if the Underwriting Alternative<i> </i>with respect to the Depositary Shares
is consummated, a cash payment equal to the Depositary Share Proceeds Amount
(as defined in Section 1.11 below);
<br>&nbsp;
<br>&nbsp;
<p>(iii) either (a) $15.55 principal amount of Series A Senior Unsecured
Debentures due 2004 of United issued as provided below (the "Series A Debentures")
or (b) if the Underwriting Alternative with respect to the Series A Debentures
is consummated, a cash payment equal to the Series A Debenture Proceeds
Amount (as defined in Section 1.11 below); and
<p>(iv) either (a) $15.55 principal amount of Series B Senior Unsecured
Debentures due 2014 of United issued as provided below (the "Series B Debentures"
and, together with the Series A Debentures, collectively, the "Debentures")
or (b) if the underwriting Alternative with respect to the Series B Debentures
is consummated, a cash payment equal to
<dir>the Series B Debenture Proceeds Amount (as defined in Section 1.11
below).
<br>&nbsp;</dir>
</dir>
</dir>
The Depositary Shares shall be issued pursuant to a Deposit Agreement substantially
in the form set forth on Schedule 1.3 (a) (the "Deposit Agreement"). The
Depositary Shares shall be issued only in denominations of $25.00 of liquidation
preference and integral multiples thereof. The Public Preferred Stock shall
have the rights, powers and privileges described in the Restated Certificate,
which shall include a per share liquidation preference of $25,000. The
Debentures shall be issued pursuant to the Indenture, dated as of July
1, 1991, between United and the Bank of New York, and the Officers' Certificate
(the "Officers' Certificate") in form and substance as set forth on Schedule
1.3 (b) (collectively, the "Indenture"). Such Indenture shall be qualified
under the Trust Indenture Act<i> </i>of 1939, and the rules and regulations
promulgated thereunder (the "TIA"). The Debentures shall be issued only
in denominations of $100 and integral multiples thereof or, if the Underwriting
Alternative with respect to either series of Debentures is consummated
at or prior to the Effective Time and the Company so elects, denominations
of $1,000 and integral multiple thereof, in which case conforming changes
shall be made to this Agreement and the attachments hereto to take into
account such greater denominations with respect to such series.
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<div align=right>EXHIBIT B</div>

<br>&nbsp;
<dir>
<dir>
<dir>
<dir>[SECTION 1.5 <i>Surrender and Exchange.]</i>
<br>&nbsp;</dir>
</dir>
</dir>
</dir>
(b) Each holder of Old Shares that have been converted into New Shares
and Redeemable Preferred Stock, upon surrender to the Exchange Agent of
an Old Certificate or Certificates, together with a properly completed
letter of transmittal covering such Old Shares, will be entitled to receive
in respect of such Old Shares, subject to Section 1.5(f):
<br>&nbsp;
<br>&nbsp;
<dir>
<dir>(i) a certificate or certificates representing 0.5 of a New Share
for each Old Share formerly represented by such Old Certificate or Certificates
in accordance with Section 1.2:
<br>&nbsp;
<br>&nbsp;
<p>(ii) either (a) if the Underwriting Alternative with respect to Depositary
Shares representing interests in the Public Preferred Stock is not consummated,
for each Old Share formerly represented by such Old Certificate or Certificates
in respect of the Redemption, both (I) a cash payment equal to $12.20,
plus (II) a depositary receipt or receipts representing Depositary Shares
representing interests in a liquidation preference of Public Preferred
Stock equal to the excess of (xx) $31.10 over (yy) the product of $12.20
and a fraction (but in no event less than one) the numerator of which is
the Applicable Rate with respect to the Depositary Shares assuming that
the Underwriting Alternative with respect to the Depositary Shares is consummated,
and the denominator of which is 11.375%, or (b) if the Underwriting Alternative
with respect to the Depositary Shares is consummated, a cash payment equal
to the Depositary Share Proceeds Amount in respect of the Redemption;
<br>&nbsp;
<br>&nbsp;
<p>(iii) either (a) $15.55 principal amount of Series A Debentures for
each old Share formerly represented by such Old Certificate or Certificates
in respect of the Redemption or (b) if the Underwriting Alternative with
respect to the Series A Debentures is consummated, a cash payment equal
to the Series A Debenture Proceeds Amount in respect of the Redemption;
<p>(iv) either (a) $15.55 principal amount of Series B Debentures for each
Old Share formerly represented by such Old Certificate or Certificates
in respect of the Redemption or (b) if the Underwriting Alternative with
respect to the Series B Debentures is consummated, a cash payment equal
to the Series B Debenture Proceeds Amount in respect of the Redemption;
and
<br>&nbsp;
<br>&nbsp;
<p>(v) a cash payment of $25.80 for each Old Share formerly represented
by such Old Certificate or Certificates in respect of the Redemption (the
cash and/or securities distributed pursuant to clauses (i) through (v),
collectively, the "Recapitalization Consideration").
<br>&nbsp;
<br>&nbsp;</dir>
</dir>
Until so surrendered, each Old Certificate or Certificates formerly representing
Old Shares shall, after the Effective Time, represent for all purposes
only the right to receive such Recapitalization Consideration.
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<div align=right>EXHIBIT C</div>

<p><br>&nbsp;<u>Section 1.11 Underwriting Alternative</u>
<br>&nbsp;
<br>&nbsp;
<p>The Company has elected to pursue the underwriting of (a) a number of
Depositary Shares calculated as provided in the next sentence, (b) $382.5
million principal amount of Series A Debentures, subject to reduction as
described below, and (c) $382.5 principal amount of Series B Debentures,
subject to reduction as described below (referred to collectively herein
as the "Underwriting Alternative"), and the consummation of the underwritings
with respect to the Depositary Shares and the Debentures shall be in lieu
of issuing Depositary Shares and Debentures to holders of Old Shares pursuant
to Section 1.5 hereof, to holders of Options pursuant to Section 1.7 hereof
and to holders of Convertible Company Securities pursuant to Section 1.8
hereof. The number of Depositary Shares that shall be subject to the Underwriting
Alternative (which may be rounded up to produce an aggregate amount of
Depositary Shares that is consistent with customary aggregate underwriting
denominations)<i> </i>shall equal one twenty-fifth of the excess of (I)
the product of $765 million and a fraction (such fraction, which shall
in no event be greater than one, is referred to herein as the "Liquidation
Preference Fraction"), the numerator of which is 11.375%, and the denominator
of which is the Applicable Rate with respect to the Depositary Shares assuming
that the Underwriting Alternative<i> </i>with respect to the Depositary
Shares is consummated, over (II) $300 million. The Company shall use its
best efforts to accomplish such underwritings, including entering into
a firm commitment underwriting agreement or agreements, provided, however,
that the Company may elect to terminate the Underwriting Alternative at
any time prior to the Effective Time. The Unions will cooperate and use
their respective best efforts to facilitate the underwritings. The Underwriting
Alternative will be effected in accordance with customary underwriting
agreements which may reflect that, if the Company is advised by the managing
underwriter or managing underwriters that the Series A Debentures or Series
B Debentures would be priced in excess of the maximum price applicable
to such security (so that such security, if priced at the applicable Maximum
Pricing, could only be sold at less than par), and is further advised that
consistent with industry practice the Underwriting Alternative will be
facilitated by the sale of such securities at or closer to par, the Company
may reduce the amount of such securities to be sold and increase the interest
rate above the applicable Maximum Pricing so that such securities may be
sold at or closer to par, provided that (1)<i> </i>the yield to maturity
of the reduced par amount of Debentures will not exceed the yield to maturity
that would result if the unreduced par amount of such Debentures were priced
at a discount to par using the Maximum Pricing for the respective Debenture
and (2) the proceeds from the issuance of the reduced par amount of Debentures
will equal the proceeds that would result if the unreduced par amount of
such Debentures were priced at a discount to par using the Maximum Pricing
for the respective Debenture. If the Underwriting Alternative is consummated,
the amount of cash payable in respect of each Old Share shall equal the
sum of (i) $25.80<i> </i>per share, (ii) the sum of $12.20<i> </i>and the
gross proceeds (price to the public without deducting any underwriting
discount or other cost) received by the Company from the sale of the "Underwriting
Liquidation Preference" of Public Preferred Stock as represented by Depositary
Shares in the Underwriting Alternative (collectively, the "Depositary Share
Proceeds Amount"), (iii) the gross proceeds (price to the public without
deducting any underwriting discount or other costs) received by United
from the sale of each $15.55 principal amount of Series A Debentures in
the Underwriting Alternative (subject to adjustment as described in the
immediately preceding sentence, the "Series A Debenture Proceeds Amount")
and (iv) the gross proceeds (price to the public without deducting any
underwriting discount or other costs) received by United from the sale
of each $15.55 principal amount of Series B Debentures in the Underwriting
Alternative (subject to adjustment as described in the immediately preceding
sentence, the "Series B Debenture Proceeds Amount"). The "Underwriting
Liquidation Preference" shall equal the excess of (I) the product of $31.10
and the Liquidation Preference Fraction over (III) $12.20.
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<br>&nbsp;
<div align=right>EXHIBIT D</div>

<dir>
<dir>
<dir>
<dir>[D. DESIGNATION, PREFERENCES AND RIGHTS OF
<br>&nbsp;&nbsp;&nbsp; SERIES D REDEEMABLE PREFERRED STOCK]
<br>&nbsp;</dir>
</dir>
</dir>
</dir>
2.5 <i>"</i>Redemption Consideration" shall mean (subject to Section 6
hereof) (i) $25.80 in cash, (ii)$15.55 principal amount of Series A Debentures,*
(iii)
<br>$15.55 principal amount of Series B Debentures** and (iv) an additional
$12.20 in cash and Depositary Shares representing interests in $<u> </u>***
in liquidation preference of shares of Series B Preferred Stock, which
Preferred Stock shall be issued in the name of the Depositary
<br>pursuant to the Deposit Agreement and against which the Depositary
shall issue Depositary Shares to the holder of the fraction of a share
of the Series D Preferred Stock being redeemed, as provided in the Deposit
Agreement,**** such Redemption Consideration to be distributed by the
<br>Corporation in respect of each 1/1,OOOth of a share of Series D Preferred
Stock to the holder thereof upon the redemption of such fraction of a share
as provided in Section 6 hereof and as adjusted as provided in Section
6
<br>hereof.
<br>&nbsp;
<br>&nbsp;
<dir>
<dir>* If the Underwriting Alternative with respect to the Series A Debentures
is consummated, delete clause (ii), increase the cash payment in clause
(i) by the Series A Debenture Proceeds Amount and revise definitions as
appropriate.
<br>&nbsp;
<br>&nbsp;
<p>** If the Underwriting Alternative with respect to the Series B Debentures
is consummated, delete clause (iii), increase the cash payment in clause
(i) by the Series B Debenture Proceeds Amount and revise definitions as
appropriate.
<br>&nbsp;
<br>&nbsp;
<p>*** Amount to be calculated in accordance with Plan of Recapitalization.
<br>&nbsp;
<br>&nbsp;
<p>**** If the Underwriting Alternative<i> </i>with respect to the Depositary
Shares is consummated, delete clause (iv), increase the cash payment in
clause (i) by the Depositary Share Proceeds Amount and revise definitions
as appropriate.
<br>&nbsp;</dir>
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