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Indicates that the low cost carrier will provide "another avenue for growth" to flight attendants.

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Source: Glenn Tilton

Date: Feb 10, 2003

Hi, this is Glenn.

I'm calling from New York City, where Pete McDonald, Jake Brace, Sara Fields and Doug Hacker and I have just concluded about a three-hour meeting with our creditor committee where we took the opportunity to walk them through the United business plan for transformation.

I want to talk with you however about another meeting -- one that we had yesterday in the O'Hare Hilton. We had a day-long meeting with more than 250 members of our leadership team who flew in from around the globe to discuss the same plan for transformation. As you know, this meeting followed those that we have been having with other groups such as our board of directors and our union leaders. Our purpose yesterday was to start the discussions with our management employees across the company and to share with them our perception and our vision of what the future holds for our company.

As I have mentioned before, and I told the group yesterday, we fully understand the complexity of our situation and the magnitude of the challenge that we face.

The most important point that we made is that we also understand what we must do to genuinely transform this company. We have the business ability, we have the skills and we have the operational expertise -- and we've created a strong business plan that will take this company to profitability on a sustainable basis.

Our ability to execute a plan that is going to require significant change for all of us. However, United is a company of exceptional, smart and capable people, clearly motivated... the very same people who have taken this company from number eight in the 'on-time' rankings in the United States to the number one slot -- and this was achieved in the most difficult and potentially disruptive year in United's history. We did that against all odds and we should be very proud.

In the coming weeks and months, we'll take the time to ensure that you all understand our vision of the future and what lies ahead for United. I know that as we establish a shared understanding of our new goals, and we are aligned and committed to those goals, United people will indeed be able to do the work to create the future that we all want.

Yesterday, after we walked the leadership group through the plan, I took the opportunity to tell them that developing and implementing such a plan is a participative and in many ways, evolutionary process. In fact, our meeting was the beginning of their participation. They'll continue to be involved -- and many others will have the opportunity to offer good ideas, different approaches, to the development of the plan. That's how a good process works.

What cannot change in the plan is a word that defines our ultimate outcome: that word is prosperity. That's why we're going through all of this difficult work. We not only want to be able to grow our cash and grow our earnings coming out of Chapter 11, but we also want to grow our job opportunities and build more products, innovative products -- and to expand United's imagination to think even more creatively about our future our customers, and our marketplace.

One question in the meeting that surprised me, was about the jobs at the low-cost carrier. It's important that I make my answer yesterday clear to everyone listening to me on the call: all elements of the plan -- including the low-cost carrier -- present opportunities for all of us at United. The low-cost carrier -- the new product -- will provide another avenue for growth to United pilots, flight attendants and other employees.

It is a critically important part of our plan to rebuild our company and take on the low-cost competitors who are attacking our business and our customers every day. A strong, integrated low-cost carrier will benefit our entire company -- our employees included.

All elements of our plan are designed to create opportunities for this company's future. Together we stand, I think, at a pivotal moment. I want to look back on this moment as a time when we planted the seeds for a stronger, more successful company. Ultimately, each of us is going to have to rely on the work of every one of our colleagues to create the new beginning that we all seek.

I understand completely that this is a most difficult time. I know how important it is for everyone to understand that I do know that. I know that every day is a challenge. I know that every day brings doubt. I know it's difficult to understand just what to expect. It's all the more difficult because you didn't sign up for this uncertainty, you didn't sign up with the idea that you would wake up and find United in Chapter 11, and it isn't anyone's particular fault that we're here.

But the future of this company, and the future of all of our jobs, and the future of the prospect of prosperity depends on the smart and good work each of us does every day, day-in and day-out.

With that, I want to thank you for doing your very best work, I want to thank you for keeping your heads up and I want to tell you that I'm looking forward to speaking with you soon, whether it's on the call or it's in Los Angeles this week, San Francisco at the end of the week, Chicago at the beginning of the week or Europe next week. Thanks very much, I'll be talking to you soon.

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