EMPLOYMENT AGREEMENT



      THIS EMPLOYMENT AGREEMENT ("AGREEMENT"), dated as of February 24, 2004

(the "EFFECTIVE DATE"), by and among AMERICA WEST HOLDINGS CORPORATION, a

Delaware corporation ("HOLDINGS"), AMERICA WEST AIRLINES, INC., a Delaware

corporation and a wholly-owned subsidiary of Holdings ("AWA", and, together with

Holdings, "EMPLOYERS" and individually, an "EMPLOYER"), and W. DOUGLAS PARKER

("PARKER").



      WHEREAS, Employers desire to employ Parker in an executive capacity and

Parker desires to serve in such capacity, all on the terms and conditions, and

for the consideration, set forth in this Agreement.



      NOW, THEREFORE, in consideration of the mutual covenants and agreements

contained herein, and for other valuable consideration, the receipt and adequacy

of which are hereby acknowledged, the parties hereto agree as follows:



                                   ARTICLE 1



                         DEFINITIONS AND INTERPRETATIONS



      1.1   DEFINITIONS



            For purposes of this Agreement, except as otherwise expressly

provided or unless the context otherwise requires, the following terms shall

have the following respective meanings:



      "ACCOUNTING FIRM" shall have the meaning specified in Section 4.6(a).



      "ADMINISTRATOR" shall have the meaning specified in Section 6.1.



      "ANNUAL AWARD" shall have the meaning specified in Section 3.2.



      "ARBITRATORS" shall have the meaning specified in Section 6.1.



      "BASE SALARY" shall have the meaning specified in Section 3.1.



      "BOARD" shall mean the Board of Directors of Holdings.



      "CEO" shall mean, when used with reference to any Constituent Company, the

chief executive officer of such Constituent Company.



      "CHAIRMAN" shall mean, when used with reference to any Constituent

Company, the Chairman of the board of directors of such Constituent Company.



      Subject to the terms of Section 7.8(a) below, "CHANGE IN CONTROL" shall

occur on the first date after the Effective Date that any of the following

occur:



            (i) the individuals who, as of the Effective Date, constitute the

Board (the "Incumbent Board") cease for any reason to constitute at least a

majority of the Board; provided,



                                       1.

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however, that any individual becoming a director subsequent to the Effective

Date whose election, or nomination for election by Holdings' stockholders, was

approved by a vote of at least two-thirds of the directors then comprising the

Incumbent Board shall be considered as though such individual were a member of

the Incumbent Board; or



            (ii) any individual, entity or group (within the meaning of Section

13(d)(3) or 14(d)(2) of the Exchange Act), other than the Employers, acquires

(directly or indirectly) the beneficial ownership (within the meaning of Rule

13d-3 promulgated under the Exchange Act) of more than 25% of the combined

voting power of the then outstanding voting securities of Holdings or AWA

entitled to vote generally in the election of directors ("Voting Power"); or



            (iii) any individual, entity or group (within the meaning of Section

13(d)(3) or 14(d)(2) of the Exchange Act), that is controlled (directly or

indirectly, through ownership share or voting power) by any former executive

officer(s) of Holdings either (a) acquires (directly or indirectly) the

beneficial ownership (within the meaning of Rule 13d-3 promulgated under the

Exchange Act) of more than 50% of the outstanding shares of Holdings Class A

Common Stock, or (b) elects or appoints one or more representatives to the

Board; or



            (iv) Holdings or AWA shall consummate a merger, consolidation or

reorganization of Holdings or AWA or any other similar transaction or series of

related transactions (collectively, a "Transaction") other than (A) a

Transaction in which the voting securities of Holdings or AWA outstanding

immediately prior thereto become (by operation of law), or are converted into or

exchanged for, voting securities of the surviving corporation or its parent

corporation immediately after such Transaction that are owned by the same person

or entity or persons or entities as immediately prior thereto and possess at

least 75% of the Voting Power held by the voting securities of the surviving

corporation or its parent corporation, or (B) a Transaction effected to

implement a recapitalization of Holdings or AWA (or similar transaction) in

which no person (excluding Holdings or AWA or any person who held more than 25%

of the Voting Power immediately prior to such Transaction) acquires more than

25% of the Voting Power;



            (v) Holdings or AWA shall consummate a Transaction as a result of

which neither Holdings nor AWA survives as a publicly-owned corporation whose

common stock is registered under the Exchange Act; or



            (vi) Holdings or AWA shall sell or otherwise dispose of, or

consummate a transaction or series of related transactions providing for the

sale or other disposition of, all or substantially all of the stock or assets of

AWA, or shall enter into a plan for the complete liquidation of either Holdings

or AWA.



      "COBRA" shall have the meaning specified in Section 4.4( c).



      "CODE" shall mean the Internal Revenue Code of 1986, as amended, and the

regulations promulgated thereunder as in effect from time to time.



      "CONFIDENTIAL INFORMATION" shall have the meaning specified in Section

5.1(a).



                                       2.

{PAGE}



      "CONSTITUENT COMPANIES" shall mean, collectively, Holdings and AWA and all

other direct or indirect subsidiaries of Holdings.



      "DISABILITY" shall mean a physical or mental condition of Parker that, in

the good faith judgment of not less than a majority of the entire membership of

the Board, based upon certification by a licensed physician reasonably

acceptable to Parker and the Board, (i) prevents Parker from being able to

perform the essential functions of the services required under this Agreement,

(ii) has continued for a period of at least six months during any period of

twelve consecutive months and (iii) is expected to continue.



      "DISPUTE" shall have the meaning specified in Section 6.1.



      "EMPLOYMENT PERIOD" shall mean the period commencing on the Effective Date

and ending on the Expiration Date; provided, however, that if either Holdings or

Parker gives a Notice of Termination pursuant to Section 4.1 or 4.2, then the

Employment Period shall not extend beyond the relevant Termination Date.



      "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.



      "EXCISE TAX" shall have the meaning specified in Section 4.6.



      "EXPIRATION DATE" shall mean December 31, 2007; provided, however, that

commencing on January 1, 2007 and on each January 1 thereafter, the Expiration

Date shall automatically be extended one additional year unless, not later than

the September 30 prior to such January 1, either party shall give written notice

to the other party that the Expiration Date shall cease to be so extended.



      "GROSS-UP PAYMENT" shall have the meaning specified in Section 4.6.



      "GOOD REASON" shall mean any of the following actions or failures to act,

but in each case only if it occurs during the Employment Period and then only if

it is not consented to by Parker in writing:



            (i) a material diminution by an Employer in the nature or scope of

Parker's applicable titles, positions, functions, duties or responsibilities

described in Section 2.2, including any change which would alter Parker's

reporting responsibilities described in Section 2.2; provided, however, that

each such alteration shall cease to be a Good Reason on the date that is 180

days after the occurrence of such alteration unless, prior to such date, Parker

gives a Notice of Termination pursuant to Section 4.1 on account of such

alteration;



            (ii) the failure of an Employer to perform any of its obligations

under this Agreement in any material regard, including without limitation

Section 3 hereof, but only if such failure shall continue unremedied for more

than 30 days after written notice detailing such failure is given by Parker to

Holdings;



            (iii) the relocation of the principal executive offices of an

Employer outside the greater Phoenix, Arizona metropolitan area or an Employer's

requiring Parker to be based other than at such principal executive offices;

provided, however, that such relocation shall cease to be



                                       3.

{PAGE}



a Good Reason on the date that is 180 days after the occurrence of such

relocation unless, prior to such date, Parker gives a Notice of Termination

pursuant to Section 4.1 on account of such relocation;

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