SIDELETTER # 10

Letter of Agreement

between

America West Airlines, Inc.

and

the Flight Attendants

in the service of

America West Airlines, Inc.

as represented by

the Association of Flight Attendants

AFL-CIO

________________________________________________________________________

Continental Merger Protection

________________________________________________________________________

THIS LETTER OF AGREEMENT ("Letter") is made and entered into in accordance with the provisions of Title II of the Railway Labor Act ("RLA"), as amended, by and between America West Airlines, Inc. ("America West" or "Company") and the Association of Flight Attendants, AFL-CIO ("AFA" or "Union") in connection with the 1997 AFA-America West flight attendant collective bargaining agreement ("Agreement").

Notwithstanding the provision of Section 1, Recognition and Scope, Paragraph D. in the Agreement, it is mutually agreed and understood by the Company and the Association that:

In the event a merger between America West and Continental Airlines occurs while the Agreement remains in effect, the surviving carrier will provide a fair and equitable integration of the pre-merger America West and Continental Flight Attendants seniority lists ("fair and equitable" being determined by the Flight Attendants groups as opposed to the management of either carrier) including, if representatives of the America West and Continental groups cannot agree on the terms of a merged seniority list within ninety (90) days of the merger, binding arbitration before a neutral third party to determine the terms of a fair and equitable integration of the pre-merger seniority lists. The surviving carrier shall accept the integrated list unless specific terms of the integrated list will impose significant, unreasonable and ongoing operational or administrative costs on the surviving carrier, in which case the process described in the preceding sentence shall be repeated.

This Letter of Agreement shall be effective as of the effective date of the Agreement and shall remain in full force and effect concurrent with the duration of the Agreement.

FOR THE ASSOCIATION OF FLIGHT FOR AMERICA WEST AIRLINES, INC.

ATTENDANTS - AFL-CIO

_________________________________ __________________________________

Patricia A. Friend

International President America West Airlines, Inc.

_________________________________

William McGlashen

MEC President

Date:_____________________________