UAL Corp. directors announced today they have agreed to sell the parent of United Airlines to its employees for $201 a share, or $4.38 billion. The move heads off a threatened proxy fight with the company's largest shareholder but puts UAL back in a familiar position _ floating a deal with uncertain financing. Under the agreement, employees will exchange $155 in cash, $35 in UAL notes and an estimated $11 worth of securities in UAL subsidiary Covia Corp. for each UAL share. There was no immediate word on how the deal was to be financed. But a source close to the negotiations told The Associated Press the parties had no firm financing for the deal. UAL, parent of United Airlines, said it expects to conclude a final agreement promptly with United Employee Acquisition Corp., a new company organized by United's pilots, flight attendants and Machinists. At a news conference today in New York, representatives of the unions said the agreement calls for employees to give up $2 billion in concessions over five years, including $300 million in the first year and $500 million in the fifth year. The breakdown of ownership in the new company would be as follows: pilots owning about 37.9 percent; Machinists owning about 35.7 percent, non-union employees about 14.3 percent and flight attendants about 12 percent, the unions said. Machinists' union Vice President John Peterpaul predicted banks would look favorably on the deal. ``We're very optimistic about the financing,'' he said. UAL's largest shareholder, Coniston Partners, immediately called off its threatened proxy fight to oust the company's board at the April 26 annual shareholder meeting. Coniston holds an 11.8 percent stake. ``We think it's a fair deal,'' said Coniston general partner Paul Tierney, adding that employees and stockholders alike will gain from the agreement. The announcement met with a lukewarm reaction, however, from some analysts, who questioned how the deal would be financed and whether banks would be willing to back the bid without a strong management group behind it. The fate of UAL Chairman Stephen Wolf has been in doubt because of union indications made before today that they would dump Wolf in the event of an employee buyout. Pilots union head Frederick Dubinsky said in New York today that Wolf would be replaced. ``It's our intention to put together a top-notch senior management team ... and that will include a new (chief executive officer),'' he said. ``There's not a financed bid, and there's a lot of skepticism,'' said Edward Starkman, an airline analyst for PaineWebber Inc. in New York. UAL's stock opened up $3.50 a share at $169 on the New York Stock Exchange but by midday had slid back to $165.50, unchanged from Thursday. The agreement marks another chapter in a takeover saga that began in August when Los Angeles investor Marvin Davis made a $5.4 billion offer for the company. Davis said earlier this week he would not make another bid. But his initial offer sent United's pilots and management scrambling to come up with their own bid. In September, UAL directors accepted a $6.75 billion offer from the pilots, management and British Airways PLC that also included labor and wage concessions. The proposal was killed after the would-be purchasers were unable to line up enough financing. Failure of that deal contributed to a 190-point plunge in the Dow Jones industrial average on Oct. 13 and was seen as the end of the takeover boom of the 1980s. The stakes were raised again in November when Coniston announced it had amassed a large block of UAL stock and wanted to reduce the number of directors on the company's board. After UAL directors told financial advisers to consider a recapitalization plan in January, United's three labor unions proposed buying 75 percent of the stock. That proposal resulted in a $185-a-share, $3.8 billion buyout offer from the unions that the UAL board rejected two weeks ago. The bid was reportedly opposed strongly by UAL Chairman Stephen Wolf. Earlier this week, the board met at least twice by telephone, presumably on the buyout scenario. United is the nation's largest carrier behind American Airlines.