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                    <B><U><FONT SIZE=5><P ALIGN="CENTER">Personal Miles Program Agreement</P></B></U></FONT>

                    This agreement ("Agreement") is made between UAL Loyalty Services, Inc. ("ULS") and you, a member of the Mileage Plus&reg; program ("Member"), in connection with the Member's desire to participate in the Personal Miles&reg; program ("Personal Miles Program").  ULS, at its sole discretion, reserves the right to approve the Member's participation in the Personal Miles Program.<br>
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                    <li>Pursuant to this Agreement and the accompanying order form ("Order Form") for Mileage Plus miles ("Miles"), the Member desires to purchase Miles for posting to the Member's individual Mileage Plus account, or another Member's account, and the Member acknowledges that the Member will be charged certain fees for such purchase, as set forth on the Order Form. <b>THE MILES PURCHASED UNDER THE PERSONAL MILES PROGRAM ARE NON-REFUNDABLE.</b> </li>

                    <li>The purchase and use of Miles are subject to the rules, regulations, terms and conditions of the Mileage Plus program, which are available at www.united.com and which are subject to change without notice. </li>

                    <li>Miles, including such Miles purchased under the Personal Miles Program, are non-transferable. If any Miles that are purchased by Member under this Agreement are resold or used for improper purposes, then ULS may, at its option, cancel, void, refuse to honor or confiscate such Miles and any remaining Miles in the possession of Member, and ULS may pursue any and all other rights and remedies available. </li>

                    <li>Please allow 48 hours for the Miles purchased under the Personal Miles Program to be posted to your Mileage Plus account.  You may contact Mileage Plus customer service at 1-800-421-4655 if you have questions about your Mileage Plus account. </li>

                    <li>Each Member is limited to purchasing no more than 60,000 Miles in any calendar year.  Any Miles beyond this limit will not be posted any Member's account, even if payment has been remitted for such Miles. </li>

                    <li>The Member's acceptance of the terms of this Agreement authorizes Crew Marketing International, Inc. ("Crew"), on behalf of ULS, to charge the credit card that such Member provided under the Personal Miles Program for the amount stated, based on the number of Miles purchased by such Member. In the event of any mileage or financial discrepancy, the payment calculations under this Agreement shall be based upon data contained in Crew's records, and the data in Crew's records shall take precedence over the data in any other records. </li>

                    <li>Any improper usage of Miles shall be grounds for immediate confiscation and forfeiture of such Miles, and may be grounds for the forfeiture of all Miles in the Member's account and the Member's expulsion from the Mileage Plus program. </li>

                    <li>Accrued mileage does not constitute the property of the Member.  Neither accrued mileage nor mileage awards are transferable upon death, as part of a domestic relations matter, or otherwise by operation of state or federal law. </li>

                    <li>The Miles purchased through the Personal Miles Program will not expire, provided the Member earns or redeems Miles at least once every eighteen (18) months.  </li>

                    <li>All amounts paid by the Member for the purchase of Miles pursuant to this Agreement are exclusive of a U.S. federal excise tax (currently seven and one-half percent (7.5%) and subject to change) and a USD $35 per transaction processing fee.  United will remit the excise tax to the U.S. Government on behalf of the Member.  All amounts paid by the Member under this Agreement are exclusive of sales, use or privilege taxes, or tax-like charges, fees or similar liabilities.  Miles are sold in U.S. dollars.</li>

                    <li>THE GOODS AND SERVICES PROVIDED PURSUANT TO THIS AGREEMENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. </li>

                    <li>The Member shall comply with all federal, state and local laws, rules and regulations with respect to this Agreement and the purchase of Miles under the Personal Miles Program. </li>

                    <li>By signing or submitting this Agreement, or the Order Form, or by allowing the credit card number provided to be charged for the purchase of Miles under the Personal Miles Program, the Member acknowledges and signifies his or her agreement with the terms and conditions stated in this Agreement and in the Order Form.</li>

                    <li>Orders for Miles placed by Member under this Agreement shall not be effective until accepted by ULS. Such acceptance by ULS shall be signified only by the actual posting of Miles to a Member's Mileage Plus account by ULS.  No modification, amendment or waiver of this Agreement shall be effective or binding unless made in writing and signed by both parties.</li>
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                    Mileage Plus and Personal Miles are registered trademarks.  Crew Marketing&reg; is a registered service mark of Crew Marketing International, Inc.  ULS reserves the right to change the Mileage Plus program rules, regulations, terms, travel awards and thresholds, and special offers, at any time, and without notice.  ULS also reserves the right to terminate the Mileage Plus program or the Personal Miles Program at any time, and without notice. <br>
                    <br>
                    Copyright &copy; 2010 UAL Loyalty Services, Inc.  All rights reserved.

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