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EXHIBIT A-1

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION In re: UAL CORPORATION, et al., Debtors. ) ) ) ) ) Chapter 11 Case No. 02-B-48191 (Jointly Administered)

)

Honorable Eugene R. Wedoff

ORDER CONFIRMING DEBTORS' SECOND AMENDED JOINT PLAN OF REORGANIZATION PURSUANT TO CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE [Related to Docket No. 148131 The Debtors' Second Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the United Stales Bankruptcy Code, filed by the above-captioned debtors and debtors-inpossession (the "Debtors") on January 18, 2006, as amended and/or modified (the "Plan")1 [Docket No. 14813], a copy of which is attached hereto as Exhibit A. having been transmitted to Holders of Claims and Interests, entitled to vote thereon; and it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334; and it appearing that this proceeding is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2); and it appearing that venue is proper in this District pursuant to 28 U.S.C. §§ 1408 and 1409; and it appearing that proper and adequate notice has been given under the circumstances and that no other or further notice is necessary; and after due deliberation and sufficient cause appearing therefor, it is hereby FOUND, DETERMINED, ORDERED AND ADJUDGED THAT: 1. 2. The Plan, attached hereto as Hxhibit A. is confirmed. Voles for acceptance and rejection of the Plan were solicited in good faith and

such solicitation complied with Sections 1125 and 1126 of the Bankruptcy Code, Bankruptcy All capitalized terms not expressly defined herein shall have the meaning ascribed to them in the Plan.

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Rules 3017 and 3018, the Disclosure Statement, all other applicable provisions of the Bankruptcy Code and all other applicable rules, laws and regulations, 3. 4. The Plan complies with Section 1129 of the Bankruptcy Code. Pursuant to Rule 3020(c)(l) of Ihe Bankruptcy Rules, the following provisions in

the Plan are hereby approved: (a) Releases by the Debtors: Pursuant to Section 1123(b) of the Bankruptcy Code, and except as otherwise specifically provided in the Flan or the Plan Supplement, for good and valuable consideration, including the service of the MB Exculpated Parties and the Released Parties! to facilitate the expeditious reorganization of the Debtors and the implementation of the restructuring contemplated by the Plan, on and after the Effective Date, the MB Exculpated Parties and the Released Parties are deemed released and discharged by the Debtors, the Reorganized Debtors, and the Estates from any and all claims, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including, without limitation, any derivative claims asserted on behalf of the Debtors, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity or otherwise, that the Debtors, the Reorganized Debtors, the Estates, or their Affiliates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any Claim or Interest or other Person or Entity, based upon or relating to, or in any manner arising from, in whole or in part, the Debtors, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security of the Debtor, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any Debtor and any MB Exculpated Party or Released Party, the restructuring of Claims and Interests prior to or in the Chapter 11 Cases, the negotiation, formulation, or preparation of the Plan and Disclosure Statement, or related agreements, instruments, or other documents, upon any other act or omission, transaction, agreement, event, or upon any other occurrence taking place on or before the Effective Date other than claims or liabilities arising out of or relating to any act or omission of a MB Exculpated Party or Released Party that constitutes a failure to perform the duty to act in good faith, with the care of an ordinarily prudent person and in a manner the MB Exculpated Party or Released Party reasonably believed to be in the best interests of the corporation (to the extent such duty is imposed by applicable non-bankruptcy law) where such failure to perform constitutes willful misconduct or gross negligence.

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(b)

Exculpation: Except as otherwise specifically provided in the Plan, no Exculpated Party shall have or incur, and each Exculpated Party is hereby released and exculpated from any Exculpated Claim, except for gross negligence or willful misconduct, but in nil respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. The Debtors (and each of their respective Affiliates, agents, directors, officers, employees, advisors, and attorneys) have, and upon Confirmation of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable provisions of the Bankruptcy Code with regard to the distributions of the securities pursuant to the Plan, and therefore are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan. Nothing in this paragraph impairs the postEffective Date Claims of the United States of America or any Governmental Unit thereof or the State of California with respect to police and regulatory powers, or to any cause of action or a claim under the Internal Revenue Code. Releases by Holders of Claims and Interests: Except as otherwise specifically provided in the Plan, on and after the Effective Date, Holders of Claims and Interests (a) voting to accept the Plan, or (b) abstaining from voting on the Plan and electing not to opt out of the release contained in this paragraph (which by definition, does not include Holders of Claims and Interests who are nut entitled to vote in favor of or against the Plan and in fact do not so vote) shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the Released Parties from any and all Claims, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including any derivative Claims asserted on behalf of a Debtor, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, that such Person or Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Debtors' restructuring, the Debtors' Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security of the Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any Debtor, any Released Party, the restructuring of Claims and Interests prior to or in the Chapter 11 Cases, the negotiation, formulation, or preparation of the Plan and Disclosure Statement, or related agreements, instruments, or other documents, upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the

(c)

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Effective Date other than Claims or liabilities arising out of or relating to any act or omission of a Released Party that constitutes a failure to perform the duty to act in good faith, with the care of an ordinarily prudent person and in a manner the Released Party reasonably believed to be in the best interests of the corporation (to the extent such duty is imposed by applicable non-bankruptcy law) where such failure to perform constitutes willful misconduct or gross negligence. The vote or election of a trustee or other agent under this paragraph acting on behalf of or at the direction of a Holder of a Claim or Interest shall bind such Holder to the same extent as if such Holder had itself voted or made such election. The following parties shall be deemed to have opted out of releases provided for in this paragraph on their abstaining ballots: (1) the Illinois Department of Revenue, (2) the State of California; and (3) the City of Chicago. (d) Chicago Municipal Bond Release: Pursuant to the Chicago Municipal Bond Settlement Order and the Chicago Municipal Bond Settlement Agreement, on and after the Effective Date, the Chicago Municipal Bond Released Parties, including but not limited to the Trustees and the Designated Holders (as those terms are defined in the Chicago Municipal Bond Settlement Agreement) shall be conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged from any and all Claims, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including any derivative Claims asserted on behalf of a Debtor, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, of any Person or Entity, including the Holders (as defined under the Chicago Municipal Bond Settlement Agreement) (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Chicago Municipal Bond Agreements, the Chicago Municipal Bond Settlement Agreement, that certain Amended and Restated Airport Use Agreement and Terminal Facilities Lease dated as of January 1, 1985 between the City of Chicago and United, and any other agreement relating to the Chicago Municipal Bonds other than Claims or liabilities arising out of or relating to any act or omission of a Chicago Municipal Bond Released Party that constitutes willful misconduct or gross negligence. Injunction: Except as otherwise expressly provided in the Plan or for obligations issued pursuant to the Plan, all Entities who have held, hold, or may hold Claims against or Interests in the Debtors or against the Released Parties and Exculpated Parties are permanently enjoined, from and after the Effective Date, from: (i) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claim against or Interest in the Reorganized Debtors, the Exculpated Parties, the Released Parties, any statutory committee or members

(e)

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thereof, and the employees, agents, and professionals of each of the foregoing (acting in such capacity); (ii) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree or order against those Entities listed in subparagraph (i) above on account of or in connection with or with respect to any such Claim against or Interest in the Reorganized Debtors, the Kxculpated Parties, the Released Parties, any statutory committee or members thereof, and the employees, agents, and professionals of each of the foregoing (acting in such capacity); (Hi) creating, perfecting, or enforcing any encumbrance of any kind against those Entities listed in subparagraph (i) above, or the property or estates of those Entities listed in subparagraph (i) above on account of or in connection with or with respect to any such Claim against or Interest in the Reorganized Debtors, the Released Parties, the Exculpated Parties, any statutory committee or members thereof, and the employees, agents, and professionals of each of the foregoing (acting in such capacity); (iv) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from those Entities listed in subparagraph (i) above or against the property or Estates of those Entities listed in subparagraph (i) above on account of or in connection with or with respect to any such Claim against or Interest in the Reorganized Debtors, the Exculpated Parties, the Released Parties, any statutory committee or members thereof, and the employees, agents, and professionals of each of the foregoing (acting In such capacity) unless such Holder has filed a motion requesting the right to perform such setoff on or before the Confirmation Date, and notwithstanding an indication in a Proof of Claim or Interest or otherwise that such Holder asserts, has, or intends to preserve any right of setoff pursuant to Section 553 of the Bankruptcy Code or otherwise; and (v) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claim against or Interest in the Reorganized Debtors, the Released Parties, the Exculpated Parties any statutory committee or members thereof, and the employees, agents, and professionals of each of the foregoing (acting in such capacity) released or settled pursuant to the Plan; provided, however, that nothing in this section shall impair the rights of the Texas Comptroller of Public Accounts under 2$ U.S.C. § 1341. 5. This Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order.

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6.

Notwithstanding the possible applicability of Bankruptcy Rules 6004(g), 7062,

9014, or otherwise, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 7, All time periods set forth in this Order shall be calculated in accordance with Qj C^J»0 i* (i ^\ V---Jk dfl^ Unitea States Bankruptcy Judgr

Bankruptcy Rule 9006(a). Dated: %nfaAUf 2O.2006 1 3 Chicago, Illinois

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Exhibit A Confirmed Plan of Reorganization

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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION In re: UAL Corporation, ct al.,1 Debtors. ) ) ) ) ) Chapter 11 Case No. 02-B-48191 Honorable Eugene R. Wedoff (Jointly Administered)

DEBTORS' SECOND AMENDED JOINT PLAN OF REORGANIZATION PURSUANT TO CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE

James H.M. Sprayregen, P.C. Marc Kieselstein, P.C. David K. Seligman David A. Agay Chad J. Husnick KTRKLAND & ELLIS LLP 200 East Randolph Drive Chicago, Illinois 60601 (312) 861-2000 (telephone) (312) 861-2200 (facsimile) Counsel for the Debtors and Debtors in Possession Dated: January 19,2006

The Debtors are the following entities: Air Wisconsin, Inc., Air Wi» Services, Inc., Amcniti Travel Clubs, Inc., BizJet Charter, Inc., BizJet Fractional, Inc., BizJet Services, Inc., Cybcrgold, Inc., Domicile Management Services, Inc., Four Star Leasing, Inc., itarget.com, inc., Kion Teasing, Inc., Mileage Plus Holdings, Inc., Mileage Plus, Inc., Mileage Plus Marketing, Inc., MyPoints.com, Inc., MyPoints Offline Services, Inc., Premier Meeting and Travel Services, Inc., UAL Benefits Management, Inc., UAL Company Services, Inc., UAL Corporation, UAL Loyalty Services, IXC, United Air Lines, Inc., United Aviation Fuels Corporation, United BizJet Holdings, Inc., United Cogen, Inc., United GHS, Inc., United Vacations, Inc., and United Worldwide Corporation.

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TABLE OF CONTENTS Page INTRODUCTION ARTICLE 1. DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME AND GOVERNING LAW A. Rules of Interpretation and Computation of Time B. Reference to Monetary Figures 1 3 3 4

C. Proponents of Plan
D. Defined Terms ARTICLE II. ADMINISTRATIVE AND PRIORITY TAX CLAIMS AGAINST ALL OF THE DEBTORS A. Administrative Claims B. Priority Tax Claims ARTICLE III. CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND INTERESTS (SUBPLANS) A. Summary of Classification of Claims and Interests B. Plan Classification Controlling C. Classification and Treatment of Claims and Interests: UAL D. Classification and Treatment of Claims and Interests: United E. Classification and Treatment of Claims and Interests: Air Wisconsin F. Classification and Treatment of Claims and Interests: Other Debtors G. Treatment of Intercompany Claims , ARTICLE IV. CLASSIFICATION AND VOTING OF CONSOLIDATED CLASSES (SUBSTANTIVE CONSOLIDATION OF UNITED DEBTORS) A. Summary of Classification of Claims and Interests B. Classification and Treatment of Claims and Interests: UAL C. Classification of Claims and Interests: United Debtors D. Treatment of Intercompany Claims and Interests ARTICLE V. ACCEPTANCE OR REJECTION OF THE PLAN A. Voting Classes B. Acceptance by Impaired Classes C. Impaired Interests D. Presumed Acceptance of Plan ..,, E. Presumed Rejection of Plan F. Confirmation Pursuant to Sections 1129(a)(l 0) and 1129(b) of the Bankruptcy Code G. Controversy Concerning Impairment ARTICLE VI. PROVISIONS FOR IMPLEMENTATION OF THE PLAN A. Corporate Existence B, Vesting of Assets in the Reorganised Debtors
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4 38 38 38 39 39 46 46 52 58 63 67 67 67 68 68 69 69 69 69 70 70 71 72 72 72 72 73

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C. Sales of New UAL Common Stock on Behalf of Holders of Unsecured Convenience Class Claims and Unsecured Retiree Convenience Class Claims D. Restructuring Transactions E. Corporate Action F. Substantive Consolidation G. Certificate of Incorporation and Bylaws H. Effectuating Documents, Further Transactions I. Post-Effective Date Financing J. Rights Offering K. Sources of Consideration for Plan Distribution . L. Issuance of New UAL Plan Securities M. Reinstatement of Interests in Reorganized Debtors Other than UAL Corporation N. Creditors' Committee Settlement Agreement ,.,, 0. Exemption from Certain Transfer Taxes and Recording Fees P. Reduction of Paid-in Capital Q. Directors and Officers of Reorganized UAL R. Directors and Officers of Reorganized Debtors Other than UAL S. Employee Benefits and Administration Thereof T. Customer Programs U. Retiree Medical Benefits V. Postpetition Aircraft Obligations W. Aircraft Equipment Subject to Section 1110(a) Elections X. Creditor Specific Resolutions Y. Cancellation of Stock and Related Obligations Z. Transferability of Reinstated Instruments Under Public Debt Aircraft Settlement Agreement AA. Preservation of Rights of Action BB. Management and Director Equity Incentive Plans ARTICLE VII. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES A. Executory Contracts and Unexpired Leases,. B. Interline & Alliance Related Agreements, Revenue Related Agreements, and Intercompany Contracts C. Employment Agreements and Indemnification Obligations D. Foreign Agreements E. Municipal Bond Leases F. Collective Bargaining Agreements G. Postpetition Aircraft Agreements H. Postpetition Contracts and Leases 1. Assumed Executory Contracts and Unexpired Leases J. Rejected Executory Contracts and Unexpired Leases K. Modifications, Amendments, Supplements, Restatements, or Other Agreements L. Reservation of Rights M. Nonoccurrence of Effective Date N. Personnel Regulations Series 15

73 73 74 74 75 75 76 76 76 76 79 79 79 80 80 80 80 81 82 82 82 82 85 86 87 89 89 89 90 90 91 91 94 95 96 96 97 98 99 100 100

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ARTICLE VIII. PROCEDURES FOR TREATMENT OF DISPUTED, CONTINGENT, AND UNLIQUIDATED CLAIMS PURSUANT TO THE PLAN A. Allowance of Claims and Interests B. Claims Administration Responsibilities C. Estimation of Claims and Interests D. Adjustment to Claims Without Objection E. Unsecured Retiree Convenience Class Claims F. Disallowance of Claims

100 100 100 101 101 102 102

G. Offer of Judgment
H. Amendments to Claims ARTICLE IX. PROVISIONS GOVERNING DISTRIBUTIONS A. Distributions for Claims and Interests Allowed as of the Effective Date B. Distribution Agent C. Delivery of Distributions D. Manner of Payment Pursuant to the Plan E. Time Bar to Payment F. Disputed Claims G. Surrender of Cancelled Instruments or Securities H. Services of Indenture Trustees, Agents and Servicers I. Lost, Stolen, Mutilated, or Destroyed Debt Certificates J. Claims Paid or Payable by Third Parties K. Payment of Fees of Indenture Trustees and Effect on Indenture Trustees' Claims L. Treatment of Secured Claims on Municipal Bond Leases and Cancellation of Municipal Bonds ARTICLE X. EFFECT OF CONFIRMATION OF THE PLAN A. Findings of Fact and Conclusions of Law B. Discharge of Claims and Termination of Interests

J02
103 103 103 104 104 106 106 106 109 109 109 110 111 112 112 112 119

C. Subordinated Claims

,

120
120 120 121
121

D. Compromise and Settlement of Claims and Controversies E. Final Resolution of Reserved Rights F. Releases by the Debtors
G. Exculpation

H. Releases by Holders of Claims and Interests I. Chicago Municipal Bond Release J. Injunction

122 122 123

K. Protection Against Discriminatory Treatment
L. M. N. O. P. Q. R. S. T. Setoffs Recoupment Release of Liens Tax Escrow Document Retention Reimbursement or Contribution Special Tax Provisions Ownership and Control Return of Deposits

,

124
124 124 125 125 125 125 125 125 126

..........4.

iii
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U. References to Plan Provisions V. Confirmation of Less than All Subplans
ARTICLE XI. ALLOWANCE AND PAYMENT OF CERTAIN ADMINISTRATIVE CLAIMS A. DIP Facility Claim B. Professional Claims C. Substantial Contribution Compensation and Expenses Bar Date D. Other Administrative Claims ARTICLE XIL CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE PLAN

126 126
126 126 126 127 127 128

A. B. C. D. E. F.

Conditions to Confirmation Conditions Precedent to Consummation Waiver of Conditions Precedent Effect of Non-Occurrence of Conditions to Consummation Satisfaction of Conditions Precedent to Confirmation Likelihood of Satisfaction of Conditions Precedent to Consummation

128 128 129 129 129 129
129 129 130 130 130 133 133

ARTICLE XIII. MODIFICATION, REVOCATION OR WITHDRAWAL OF THE PLAN A. Modification and Amendments B. Effect of Confirmation Order on Modifications C. Revocation or Withdrawal of Plan ARTICLE XIV. RETENTION OF JURISDICTION ARTICLE XV. MISCELLANEOUS PROVISIONS A. Immediate Binding Effect

B. Additional Documents
C. Payment of Statutory Fees

133
133

D. Post-Effective Date Committees E. Reservation of Rights
F. Successors and Assigns G. Service of Documents H. Term of Injunctions or Stays

133 138
138 138 140

I.
J.

Entire Agreement
Governing Law.

140
141

K. Exhibits
L. Nonseverability of Plan Provisions

141
141

M. Plan and Confirmation Order Mutually Dependent N. Closing of Chapter 11 Cases O. Section Headings
P. Waiver or Estoppel Q. Conflicts

141 141 141
141 142

IV
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INTRODUCTION Pursuant to Title 11 of the United States Code (the "Bankruptcy Code"), 11 U.S.C. §§101 et seq.. the Debtors and Debtors in Possession in the above-captioned and numbered cases hereby respectfully propose the following Plan for the resolution of the outstanding Claims against and Interests in the Debtors. Capitalized terms used in the Plan and not otherwise defined shall have the meanings ascribed to such terms as in ARTICLE I.D of the Plan. A complete list of the Debtors is set forth below, The list identifies each Debtor by its case number in these Chapter 11 Cases. Debtor UAL Corporation UAL Loyalty Services, LLC Ameniti Travel Clubs, Tnc. Case Number 02-48191 02-48192 02-48193 02-48194 02-48195 02-48196 02-48197 02-48198 02-48199 02-48200 02-48201 02-48202 02-48203 02-48204 02-48205 02-48206 02-48207 02-48208 02-48209 02-48210 02-48211 02-48212 02-48213 02-48214 02-48215 02-48216 02-48217

Mileage Plus Holdings, Inc.
Mileage Plus Marketing, Inc. MyPoints.com, Inc. Cybergold, Tnc. itarget.com, inc. MyPoints Offline Services, Inc. UAL Company Services, Inc. Four Star Leasing, Inc. UAL Benefits Management Inc. Domicile Management Services, Inc. Air Wisconsin, Inc. Air Wis Services, Inc. United BizJet Holdings, Inc. BizJet Charter, Inc. BizJet Fractional, Tnc, BizJet Services, Inc. United Air Lines, Inc. Kion Leasing, Inc. Premier Meeting and Travel Services, United Aviation Fuels Corporation United Cogcn, Inc. Mileage Plus, Inc. United GHS Inc. United Worldwide Corporation

USE !«»&151>.UO

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United Vacations, Inc.

02-48218

Four Star Insurance Co. Ltd. and Kion de Mexico, S.A. de C.V., both incorporated outside of the United States, and Covia LLC, ULS Ventures, Inc., and United Air Lines Ventures, Inc., each incorporated within the United States, arc wholly-owned direct and indirect subsidiaries of the Debtors and have not commenced cases under Chapter 11 of the Bankruptcy Code nor similar proceedings in any other jurisdiction. These wholly-owned subsidiaries continue to operate in the ordinary course of business outside of bankruptcy. The Plan contemplates the reorganization of the Debtors and the resolution of the outstanding Claims against and Interests in the Debtors pursuant to Section 1121 (a) of the Bankruptcy Code. In general, but subject to the specific provisions set forth in the Plan, the obligations owed to Unsecured Creditors of the Debtors will be converted into New UAL Common Stock to be issued by Reorganized UAL, and existing common and preferred Interest Holders of UAL will receive no distribution on account of their existing Interests, which will be cancelled. The Plan contemplates substantive consolidation of the Estates of the United Debtors (i.e., all of the Debtors other than UAL) for all purposes related to the Plan, including, without limitation, for purposes of voting, confirmation, and distribution. Unless substantive consolidation has been approved by an order of the Bankruptcy Court, the Plan shall serve as a motion by the Debtors seeking entry of an order by the Bankruptcy Court substantively consolidating the Estates of the United Debtors and the Confirmation Order authorizing substantive consolidation shall constitute an order of the Bankruptcy Court approving the substantive consolidation of the United Debtors. In the event that the Bankruptcy Court substantively consolidates some but not all of the United Debtors, the Debtors reserve the right to proceed with confirmation without substantive consolidation or with partial substantive consolidation as allowed by the Bankruptcy Court. In the event that the Bankruptcy Court does not substantively consolidate any of the United Debtors1 Estates, the Plan provides for twentyeight Subplans of reorganization for each of the Debtors. Subject to the Debtors seeking substantive consolidation pursuant to ARTICLE VI.F of the Plan, the confirmation requirements of Section 1129 of the Bankruptcy Code must be satisfied separately with respect to each Subplan and whether substantive consolidation is ordered will have no impact on a Creditor's distribution. The Debtors reserve the right to (a) request that the Subplans be confirmed or (b) withdraw some or all Subplans. Subject to the preceding sentence, the Debtors' inability to confirm any Subplan or the Debtors' election to withdraw any Subplan(s) shall not impair the confirmation of any other Subplan(s), or the consummation of any such Subplan. Pursuant to Section 1125(b) of the Bankruptcy Code, a vote to accept or reject the Plan cannot be solicited from a Holder of a Claim until the Disclosure Statement has been approved by the Bankruptcy Court and distributed to Holders of Claims. In the Chapter 11 Cases, the Disclosure Statement was approved by the Bankruptcy Court by order entered on October 21, 2005. The Disclosure Statement contains, among other things, a discussion of the Debtors' history, businesses, properties and operations, projections for those operations, risk factors associated with the business and Plan, a summary and analysis of the Plan, and certain related matters including, without limitation, the securities to be issued pursuant to the Plan.

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ALL HOLDERS OF CLAIMS ARE ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT TN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. IN THE EVENT THE BANKRUPTCY COURT DOES NOT SUBSTANTTVELY CONSOLIDATE THE UNITED DEBTORS' ESTATES, THE VOTES TO ACCEPT OR REJECT THE PLAN BY HOLDERS OF CLAIMS SHALL BE DEEMED AS VOTES TO ACCEPT OR REJECT THE SUBPLANS OF REORGANIZATION SET FORTH HEREIN AND SUCH VOTES SHALL BE TABULATED IN ACCORDANCE WITH THE TERMS OF THE SUBPLANS. ARTICLE L DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME AND GOVERNING LAW A. Rules of Interpretation and Computation of Time

1. Rules of Interpretation: For purposes of the Plan: (a) whenever from the context it is appropriate, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and the neuter gender; (b) unless otherwise specified, any reference in the Plan to a contract, instrument, release, indenture or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions; (c) unless otherwise specified, any reference in the Plan to an existing document, schedule or exhibit whether or not Filed (or to be Filed), shall mean such document, schedule or exhibit, as it may have been or may be amended, modified or supplemented; (d) any reference to an entity as a Holder of a Claim or Interest includes that Entity's successors and assigns; (e) unless otherwise specified, all references in the Plan to Sections and Articles are references to Sections and Articles of the Plan or to the Plan; (f) unless otherwise specified, all references in the Plan to Exhibits are references to exhibits in the Plan Supplement; (g) the words "herein," "hereof," and "hereto" refer to the Plan in its entirety rather than to a particular portion of the Plan; (h) subject to the provisions of any contract, certificates of incorporation, charters, bylaws, instrument, release or other agreement or document entered into in connection with the Plan, the rights and obligations arising pursuant to the Plan shall be governed by, and construed and enforced in accordance with applicable federal law, including the Bankruptcy Code and Bankruptcy Rules; (i) captions and headings to Articles and Sections arc inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (j) unless otherwise set forth in the Plan, the rules of construction set forth in Section 102 of the Bankruptcy Code shall apply, (k) any term used in capitalized form in the Plan that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to such term in the Bankruptcy Code or the Bankruptcy Rules, as applicable; and (1) all references to docket numbers of documents Filed in the Debtors' Chapter 11 Cases are references to the docket numbers under the Court's "Case Management" system. The Plan is the product of extensive discussions and negotiations between and among various persons, including, without limitation, the Debtors and certain of their Creditors and constituents. Each of the foregoing (a) participated in the formulation and documentation of or (b)was afforded the opportunity to review and provide comments on, the Plan, Disclosure 3
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Statement, and the documents ancillary thereto. Accordingly, the general rule of contract construction known as contra profercntem shall not apply to the construction or interpretation of any provision of the Plan, Disclosure Statement, or any contract, instrument, release, indenture, exhibit, or other agreement or document generated in connection herewith; provided, however. that this sentence shall not apply to: (1) the United States of America or any Governmental Unit thereof, or (2) Atlantic Coast Airlines, Inc. and any successor, including Independence Air, Inc. 2. Computation of Time: In computing any period of time prescribed or allowed hereby, the provisions of Bankruptcy Rule9006(a) shall apply. If the date on which a transaction may occur pursuant to the Plan shall occur on a day that is not a Business Day, then such transaction shall instead occur on the next succeeding Business Day. B. Reference to Monetary Figures: All reference in the Plan to monetary figures shall refer to currency of the United States of America, unless otherwise expressly provided. C. Proponents of Plan: The Plan is proposed by the Debtors within the meaning of Section 1129 of the Bankruptcy Code. The classification and treatment of Claims against and Interests in the Debtors is contained in ARTICLE III of the Plan. D. Defined Terms: For purposes of the Plan, except as expressly provided or unless the context otherwise requires, the following terms shall have the following meanings when used in capitalized form in the Plan; provided, however, that any term used in the Plan that is not defined in the Plan, but is defined in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning ascribed to that term in the Bankruptcy Code or the Bankruptcy Rules. 1. 13.25% Junior Subordinated Debentures: The $77 million original principal amount 13.25% junior subordinated debentures due December 15,2026, issued by UAL. 2. 45% UBL Claim: That certain forty-five (45) percent of the $10,213,600,000 Unsecured PBGC Claim that the Debtors can direct PBGC to assign in accordance with Paragraph 3 of Exhibit 2 to the May 11, 2005 order approving the global settlement between United and PBGC [Docket No. 11229]. 3. Accrued Professional Compensation: At any given moment, all accrued fees and expenses (including but not limited to success fees) for services rendered by all Professionals through and including the Confirmation Date, to the extent such fees and expenses have not been paid and regardless of whether a fee application has been filed for such fees and expenses. To the extent a court denies by Final Order a Professional's fees or expenses, such amounts shall no longer be considered Accrued Professional Compensation. 4. Administrative Claim: A Claim for costs and expenses of administration pursuant to Sections 503(b), 507(a)(l), 507(b) or 1114(e)(2) of the Bankruptcy Code, which may include, without limitation: (a) the actual and necessary costs and expenses incurred after the Petition Date of preserving the Estates and operating the businesses of the Debtors (such as wages, salaries or commissions for services and payments for goods and other services and leased premises) that (i) arise from a transaction with the Debtors, and (ii) benefit the Debtors in the operation of their business; (b) compensation for legal, financial advisory, accounting and other

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services and reimbursement of expenses awarded or allowed pursuant to Sections 328,330(a), or 331 of the Bankruptcy Code or otherwise for the period commencing on the Petition Date and ending on the Confirmation Date; (c) all fees and charges assessed against the Estate pursuant to Chapter 123 of Title 28 United States Code, 28 U.S.C. §§1911 through 1930; and (d) all requests for compensation or expense reimbursement for making a substantial contribution in the Chapter 11 Cases pursuant to Sections 503(b)(3), (4), and (5) of the Bankruptcy Code. 5. Administrative Claim Par Date: The deadline for filing proofs or requests for payment of Administrative Claims, which shall be thirty (30) days after the Effective Date for Entities other than the United States of America and all Governmental Units thereof and 180 days after the Effective Date for the United States of America and all Governmental Units thereof, unless otherwise ordered by the Bankruptcy Court and except with respect to DIP Facility Claims and Professional Claims which shall be subject to the provisions of ARTICLE XI hereof. 6. AFA: The Association of Flight Attendants-Communications Workers of America, AFL-CIO. 7. AFA Distribution: That certain distribution of shares of New UAL Common Stock distributed to AFA-represented employees under the Plan on account of the $992,662,145 distribution amount under the AFA Restructuring Agreement and that certain Distribution Agreement attached thereto. 8. AFA Released Partv: To the extent that certain United-AFA Restructuring Agreement dated January 17, 2006 is ratified, each of: AFA, the Master Executive Council, and each of their current or former (a) members, (b) officers, (c) committee members, (d) employees, (e) advisors, (f) attorneys, (g) accountants, (h) investment bankers, (i) consultants, (j) agents, and (k) other representatives with respect to any liability such person or entity may have in connection with or related to the Chapter 11 Cases, the formulation, preparation, negotiation, dissemination, implementation, administration, confirmation or consummation of any of the Plan, the Disclosure Statement, the AFA Restructuring Agreement or any contract, employee benefit plan, instrument, release or other agreement or document created, modified, amended or entered into in connection with either the Plan or any agreement between United, UAL and AFA, or any other act taken or omitted to be taken in connection with the Chapter 11 Cases. 9. AFA Restructuring Agreement: That certain AFA/UAL Restructuring Agreement effective as of May 1, 2003, including all attachments and exhibits thereto and any agreements in connection therewith, by and between UAL, United, and the AFA, as amended and modified by that certain 2005-2010 Flight Attendant Agreement effective as of January 7, 2005, including all attachments and exhibits thereto and any agreements in connection therewith, and the January 17, 2006 agreement, if ratified, which AFA Restructuring Agreement is contained in the Plan Supplement as Exhibits 16 and 17 and incorporated herein by reference. 10. Affiliate: (a) An entity that directly or indirectly owns, controls or holds with power to vote, twenty (20) percent or more of the outstanding voting securities of any of the Debtors, other than an entity that holds such securities (i) in a fiduciary or agency capacity without sole discretionary power to vote such securities; or (ii) solely to secure a debt, if such
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entity has not in fact exercised such power to vote; (b) a corporation twenty (20) percent or more of whose outstanding voting securities arc directly or indirectly owned, controlled, or held with power to vote, by any of the Debtors, or by an entity that directly or indirectly owns, controls, or Holds with power to vote, twenty (20) percent or more of the outstanding voting securities of any of the Debtors, other than an entity that holds such securities (i) in a fiduciary or agency capacity without sole discretionary power to vote such securities; or (ii) solely to secure a debt, if such entity has not in fact exercised such power to vote; (c) a person whose business is operated under a lease or operating agreement by any of the Debtors, or a person substantially all of whose property is operated under an operating agreement with any of the Debtors; or (d) an entity that operates the business or substantially all of the property of any of the Debtors under a lease or operating agreement. 11. Aircraft Equipment: An aircraft, aircraft engine, propeller, appliance or spare part (including all records and documents relating to such equipment that are required, under the terms of the security agreement, lease, or conditional sale contract, to be surrendered or returned in connection with the surrender or return of such equipment) that is leased to, subject to a security interest granted by or conditionally sold to, one of the Debtors. 12. Air Wis: Air Wis Services, Inc., a Wisconsin corporation, a debtor and debtor in possession in the Chapter 11 Cases. 13. Air Wisconsin: Ah" Wisconsin, Inc., a Wisconsin corporation, a debtor and debtor in possession in the Chapter 11 Cases. 14. Allowed: With respect to Claims or Interests, (a) any Claim against or Interest in a Debtor, proof of which is timely Filed by the applicable Bar Date (or that by order of the Bankruptcy Court is not or shall not be required to be Filed) or allowed to be filed late by the Bankruptcy Court, (b) any Claim or Interest that has been or is hereafter listed in the Schedules as not disputed, not contingent, and not unliquidated, and for which no Proof of Claim has been timely Filed, or (c) any Claim allowed pursuant to the Plan, Bankruptcy Code, or order of the Bankruptcy Court; provided, however, that with respect to any Claim or Interest described in clauses (a) or (b) above, such Claim or Interest shall be considered allowed only if and to the extent that (v)with respect to any Unsecured Convenience Class Claim, no objection to allowance thereof has been interposed on or prior to the Confirmation Date, (w) such Claim is not otherwise disallowed pursuant to the Plan, (x)with respect to an Unsecured Retiree Convenience Class Claim, such Holder has agreed with the Debtors as to the amount of his or her Claim, (y) with respect to any Claim or Interest that is not an Unsecured Convenience Class Claim, no objection to the allowance thereof has been interposed within the applicable period of time fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules or the Bankruptcy Court, or (z) such an objection is so interposed and the Claim or Interest shall have been Allowed by a Final Order (but only if such allowance was not solely for the purpose of voting to accept or reject the Plan). Except as otherwise specified in the Plan or in a Final Order of the Bankruptcy Court, the amount of an Allowed Claim shall not include interest on such Claim from and after the Petition Date. For purposes of determining the amount of an "Allowed Claim" (other than a Claim of the United States of America or any Governmental Unit thereof), there shall be deducted therefrom an amount equal to the amount of any Claim which the Debtors may hold against the Holder thereof, to the extent such Claim may be offset by the Debtors pursuant to 6
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applicable law. Any Claim or Interest (other than a Claim of the United States of America or any Governmental Unit thereof) that has been or is hereafter listed in the Schedules as disputed, contingent or unliquidated, and for which no Proof of Claim has been timely Filed, except to the extent such Claim or Interest otherwise complies with this definition, is not Allowed and shall be deemed disallowed for all purposes in these Chapter 11 Cases, without further action by the Debtors and without any further notice to or action, order, or approval of the Bankruptcy Court. 15. 16. 17. Allowed Class Claim: An Allowed Claim in the particular Class described. Allowed Class interest: An Allowed Interest in the particular Class described. ALP A: Air Line Pilots Association, International.

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18. ALPA Distribution: That certain distribution of shares of New UAL Common Stock distributed to ALPA-reprcsented employees under the Plan on account of the $3,042,574,581 distribution amount under the ALPA Restructuring Agreement and that certain Distribution Agreement attached thereto and as amended and modified. 19. ALPA Released Partv: Each of: ALPA, the United Master Executive Council of ALPA, and each of their current or former (a) members, (b) officers, (c) committee members, (d) employees, (e) advisors, (f) attorneys, (g) accountants, (h) investment bankers, (i) consultants, (j) agents, and (k) other representatives with respect to any liability such person or entity may have in connection with or related to the Chapter 11 Cases, the formulation, preparation, negotiation, dissemination, implementation, administration, confirmation or consummation of any of the Plan, the Disclosure Statement, the ALPA Restructuring Agreement or any contract, employee benefit plan, instrument, release or other agreement or document created, modified, amended or entered into in connection with either the Plan or any agreement between United, UAL and ALPA, or any other act taken or omitted to be taken in connection with the Chapter 11 Cases. 20. ALPA Restructuring Agreement: That certain ALPA/UAL Restructuring Agreement effective as of May t, 2003, including all attachments and exhibits thereto and any agreements in connection therewith, by and between UAL, United, and ALPA, as amended and modified by that certain Letter Agreement effective as of January 1, 2005, including all attachments and exhibits thereto and any agreements in connection therewith, which ALPA Restructuring Agreement is contained in the Plan Supplement as Exhibits 18 and 19 and incorporated herein by reference. 21. Ameniti Travel Clubs, Inc.: Ameniti Travel Clubs, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases, successor and successor in interest to Confetti, Inc. 22. AMFA: Aircraft Mechanics Fraternal Association,

23. AMFA Retiree Agreement: The agreement dated May 19, 2005 which the Bankruptcy Court approved on June 14, 2005 [Docket No. 7078] between the Debtors and the Authorized Representative of Individuals Who Retired from a Classification that is Currently

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Covered by the Mechanics' Agreement and Who Retired from the Service of United Air Lines, Inc. before July 1,2003.

24. AMFA Distribution: That certain distribution of shares of New UAL Common Stock distributed to AMFA-represented employees under the Plan on account of the $1,023,528,299 distribution amount under the AMFA Restructuring Agreement and that certain Distribution Agreement attached thereto,
25. AMFA Rcstructurinii Agreement: That certain letter of agreement between United and AMFA effective as of May 15, 2005, including all attachments and exhibits thereto and any agreements in connection therewith, which AMFA Restructuring Agreement is contained in the Plan Supplement as Exhibit 20 and incorporated herein by reference. 26. Ballot or Ballots: The ballots upon which Holders of Impaired Claims or Impaired Interests entitled to vote shall (i) cast their vote to accept or reject the Plan, or (ii) if no vote is cast, to accept or reject the release provisions in ARTICLE X of the Plan. 27. Bankruptcy Code: Title 11 of the United States Code and applicable portions of Titles 18 and 28 of the United States Code, as amended from time to time. 28. Bankruptcy Court: The United States Bankruptcy Court for the Northern District of Illinois, or any other court having jurisdiction over the Chapter 11 Cases. 29. Bankruptcy Rules: The Federal Rules of Bankruptcy Procedure, as amended from time to time, as applicable to the Chapter 11 Cases, promulgated pursuant to 28 U.S.C. § 2075 and the General, Local and Chambers Rules and Orders of the Bankruptcy Court. 30. Bar Date: As applicable, the Canadian Bar Date, the Government Bar Date, or May 12,2003, except as otherwise provided by Bankruptcy Court order. 31. or Interest. Beneficial Holder: The Person or Entity holding the beneficial interest in a Claim

32. BizJct Charter: Bi/Jet Charter, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases. 33. BizJet Fractional: BizJet Fractional, Inc., a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases. 34. BizJet Services: BizJct Services, Inc. a Delaware corporation, a debtor and debtor in possession in the Chapter 11 Cases. 35. Business Day: Any day, other than a Saturday, Sunday or "legal holiday" (as defined in Bankruptcy Rule 9006(a)). 36. Canadian Bar Date: June 23,2003, unless otherwise provided by court order.

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