AMERICA WEST AIRLINES INC, PRE 14A, 1995-03-17

AMERICA WEST AIRLINES INC
PRE 14A, 1995-03-17
AIR TRANSPORTATION, SCHEDULED

Previous: ENERGYNORTH INC, S-3D, 1995-03-17

Next: CHIRON CORP, 10-K, 1995-03-17

<PAGE> 1

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

<TABLE>
<S> <C>
/X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>

America West Airlines, Inc.
- - - - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- - - - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
<PAGE> 2

AMERICA WEST AIRLINES, INC.
4000 EAST SKY HARBOR BOULEVARD
PHOENIX, ARIZONA 85034

March 31, 1995

To Our Stockholders:

On behalf of the Board of Directors, it is our pleasure to invite you to
attend the Annual Meeting of Stockholders of America West Airlines, Inc. to be
held at the Arizona Historical Society Museum located at 1300 N. College Avenue
in Tempe, Arizona on May 2, 1995, at 10:00 a.m., Mountain Standard Time. A
Notice of the Meeting, Proxy Statement and form of proxy are enclosed with this
letter.

We hope that you will be able to attend the annual meeting. If you cannot
be present, please execute and return the proxy card in the enclosed envelope so
that your shares will be represented. If you plan to attend the annual meeting,
please make certain that you mark the appropriate box on the proxy card when you
return it so we may send you an admission card, which you will need to attend
the meeting. If your shares are not registered in your own name and you would
like to attend the meeting, please ask the broker, trust, bank or other nominee
which holds the shares to provide you with evidence of your share ownership. We
look forward to seeing you at the meeting.

Sincerely,

William A. Franke
Chairman of the Board and
Chief Executive Officer
<PAGE> 3

AMERICA WEST AIRLINES, INC.
4000 EAST SKY HARBOR BOULEVARD
PHOENIX, ARIZONA 85034

------------------------

NOTICE OF 1995 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 2, 1995
------------------------

TO THE STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the 1995 Annual Meeting of Stockholders of
America West Airlines, Inc. (the "Company" will be held at the Arizona
Historical Society Museum located at 1300 N. College Avenue, in Tempe, Arizona,
on May 2, 1995, at 10:00 a.m. (Mountain Standard Time) for the following
purposes:

1. To elect 15 directors, each to hold office for a term of one year;

2. To consider and act upon the proposed America West Airlines, Inc.
1994 Incentive Equity Plan;

3. To authorize the Company, at the discretion of the Company's Board
of Directors, to contribute at any time or from time to time up to 250,000
shares of the Company's Class B Common Stock to a non-profit corporation
which (i) qualifies as an exempt organization under Section 501(c)(3) of
the Internal Revenue Code of 1986, as amended, and (ii) is operated
exclusively for charitable, scientific, literary or educational purposes;
and

4. To transact any other business as may properly come before the
meeting or any adjournment thereof.

The holders of record of the Company's common stock at the close of
business on March 17, 1995 are entitled to notice of and to vote at the meeting
with respect to all proposals. We urge you to sign and date the enclosed proxy
and return it promptly by mail in the enclosed envelope, whether or not you plan
to attend the meeting in person. No postage is required if mailed in the United
States. If you do attend the meeting in person, you may withdraw your proxy and
vote personally on all matters brought before the meeting.

By Order of the Board of Directors

Martin J. Whalen Senior Vice President
Corporate Affairs and Secretary

Phoenix, Arizona
March 31, 1995
<PAGE> 4

AMERICA WEST AIRLINES, INC.
4000 EAST SKY HARBOR BOULEVARD
PHOENIX, ARIZONA 85034
------------------------

PROXY STATEMENT

1995 MEETING OF STOCKHOLDERS
TO BE HELD MAY 2, 1995
------------------------

This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of America West Airlines, Inc. (the "Company" or
"America West"), for use at the 1995 Annual Meeting of Stockholders of the
Company or any adjournment thereof (the "Meeting") to be held at the Arizona
Historical Society Museum located at 1300 N. College Avenue, in Tempe, Arizona,
on May 2, 1995, at 10:00 a.m. (Mountain Standard Time), for the purposes set
forth in the notice attached hereto. This Proxy Statement and the accompanying
proxy are being mailed to stockholders on or about March 31, 1995.

THE PROXY

Stockholders submitting proxies may revoke them at any time before they are
voted by notifying the Secretary of the Company in writing of such revocation or
by execution of a subsequent proxy sent to Martin J. Whalen, Secretary, America
West Airlines, Inc., 4000 East Sky Harbor Boulevard, Phoenix, Arizona 85034, or
by attending the meeting in person and giving notice of revocation to the
inspector of election at the Meeting. Any such revocation, or subsequent proxy,
must be received prior to the commencement of voting at the Meeting to be
effective. A proxy will be voted in the manner specified on the proxy, or if no
manner is specified, it will be voted in favor of the proposals set forth in the
notice attached hereto.

The Company will bear the costs of this solicitation. The Company has
retained Hill & Knowlton to assist in the solicitation of proxies for a fee
estimated at $10,000, plus reimbursement of out-of-pocket expenses. In addition
to the solicitation of proxies by mail, proxies may also be solicited by
telephone, telegram and personal interview by employees and directors of the
Company, none of whom will receive additional compensation therefor. The Company
has also requested brokers or nominees who held common stock in their names on
the record date to forward proxy soliciting material to the beneficial owners of
such stock at the Company's expense.

RECORD DATE AND VOTING SECURITIES

The Board of Directors has fixed the close of business on March 17, 1995 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting. At the close of business on the record date, the Company
had outstanding and entitled to vote 1,200,000 shares of its Class A common
stock, par value $.01 per share ("Class A Common Stock"), and [43,925,272]
shares of its Class B common stock, par value $.01 per share ("Class B Common
Stock" and, together with the Class A Common Stock, the "Common Stock"). The
shares of Common Stock are the Company's only outstanding voting securities.

Subject to certain limitations on voting by non-U.S. citizens, each share
of Class A Common Stock held of record is entitled to fifty votes per share and
each share of Class B Common Stock held of record is entitled to one vote per
share. Holders of Class A Common Stock and Class B Common Stock vote together as
a single class for all matters submitted to a vote of the stockholders. The
presence, in person or by proxy, of the holders of a majority of the aggregate
voting power of the outstanding Common Stock entitled to vote at the Meeting
will constitute a quorum for the transaction of business at the Meeting.
Approval of Proposal 1 (relating to the election of directors) and Proposal 3
(relating to the issuance of up to 250,000 shares of Class B Common Stock to a
tax-exempt, non-profit corporation) will require a plurality of the votes cast
at the Meeting. Approval of Proposal 2 (relating to the approval of the America
West Airlines, Inc. 1994 Incentive Equity Plan) will require the affirmative
vote of the holders of a majority of the shares present in person or
<PAGE> 5

represented by proxy at the Meeting and entitled to vote. Abstentions will not
be included in the tally of votes cast and, therefore, will not affect the
outcome of Proposal 1 or Proposal 3. For Proposal 2, abstentions will have the
same effect as a vote against such proposal. Broker non-votes are not included
in the tally of shares present for voting purposes and, therefore, will not
affect the outcome of any proposal. In establishing the presence of a quorum,
abstentions and broker non-votes will be included in the determination of the
number of shares represented at the Meeting.

PRINCIPAL STOCKHOLDERS

The following table sets forth the beneficial ownership of the outstanding
Common Stock of the Company by (i) each person who is known to the Company to
own beneficially more than 5% of the outstanding common stock of America West,
(ii) each director of America West, (iii) each of the executive officers of
America West named in the Summary Compensation Table and (iv) all executive
officers and directors of America West as a group, in each case as of March 17,
1995. The beneficial ownership information set forth below does not include any
shares that may be issued to the holders shown below upon the final adjudication
of certain claims pending in connection with proceedings relating to the
Company's reorganization under Chapter 11 of the United States Bankruptcy Code
which became effective on August 25, 1994 (the "Reorganization").

<TABLE>
<CAPTION>
CLASS A SHARES CLASS B SHARES CLASS A AND B
BENEFICIALLY OWNED BENEFICIALLY OWNED COMBINED
---------------------- ------------------------------ VOTING POWER
BENEFICIAL OWNER(1) NUMBER PERCENTAGE NUMBER PERCENTAGE PERCENTAGE
- - - - -------------------------------- -------- ---------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
TPG Partners, L.P. ("TPG")(2)... 774,495 64.5% 6,924,818(3) 15.1% 43.2%
201 Main Street
Suite 2420
Fort Worth, Texas 76102
Continental Airlines, Inc....... 325,505 27.1% 2,311,094(5) 5.2% 17.8%
("Continental")(4)
2929 Allen Parkway
Houston, Texas 77019
Mesa Airlines, Inc. 100,000 8.3% 2,983,110(7) 6.7% 7.6%
("Mesa")(6)...................
2525 30th Street
Farmington, New Mexico 87401
Lehman Brothers Inc. -- -- 4,575,601(8) 11.5% 4.9%
("Lehman")....................
200 Vessey Street
American Express Tower
World Financial Center
New York, NY 10285-1800
FMR Corp. ("Fidelity").......... -- -- 4,530,454(9) 10.9% 4.6%
82 Devonshire Street
Boston, MA 02109
William A. Franke............... -- -- 421,334(10) * *
A. Maurice Myers................ -- -- -- -- --
Martin J. Whalen................ -- -- 36(11) * *
Raymond T. Nakano............... -- -- 4(12) -- --
Thomas P. Burns................. -- -- 101(13) * *
Alphonse E. Frei................ -- -- 187(14) * *
Julia Chang Bloch............... -- -- -- -- --
Stephen F. Bollenbach........... -- -- -- -- --
Frederick W. Bradley, Jr........ -- -- -- -- --
James G. Coulter(15)............ 774,495 64.5% 6,924,818(3) 15.1% 43.2%
John F. Fraser.................. -- -- -- -- --
Harrison J. Goldin(16).......... -- -- -- -- --
John L. Goolsby................. -- -- 1,500 * *
</TABLE>

2
<PAGE> 6

- - - - ---------------
* Less than 1%.

(1) Information with respect to each beneficial owner of 5% of the Company's
Common Stock is based solely on Schedules 13G filed by such beneficial
owners with the Securities and Exchange Commission.

(2) TPG is a Delaware limited partnership whose general partner is TPG GenPar,
L.P., a Delaware limited partnership ("TPG GenPar"). The general partner of
TPG GenPar is TPG Advisors, Inc., a Delaware corporation ("TPG Advisors").
The executive officers and directors of TPG Advisors are: David Bonderman
(director and president), James G. Coulter (director and vice president),
William Price (director and vice president), James O'Brien (vice president,
treasurer and secretary), Richard P. Schifter (vice president) and Richard
A. Ekleberry (vice president). Includes shares owned by TPG Parallel I,
L.P., a Delaware limited partnership ("TPG Parallel"), and Air Partners II,
L.P., a Texas limited partnership ("Air Partners II"). The general partner
of each of TPG Parallel and Air Partners II is TPG GenPar. No other persons
control TPG, TPG GenPar, TPG Advisors, TPG Parallel or Air Partners II.

(3) Includes 1,911,523 shares of Class B Common Stock that may be acquired upon
the exercise of warrants.

(4) Mr. Bonderman is also director and chairman of the board of Continental and
Mr. Price is a director of Continental. Mr. Bonderman, Mr. Coulter and Mr.
Price, through their control positions in Air Partners, L.P., a special
purpose partnership formed in 1992 to participate in the funding of the
reorganization of Continental and a significant shareholder in Continental,
may be deemed to own beneficially a significant percentage of Continental's
common stock.

(5) Includes 802,860 shares of Class B Common Stock that may be acquired upon
the exercise of warrants.

(6) Larry L. Risley, a director of the Company, is the chairman and chief
executive officer of Mesa.

(7) Includes 799,767 shares of Class B Common stock that may be acquired upon
the exercise of warrants.

(8) Includes 293,242 shares of Class B Common Stock that may be acquired upon
the exercise of warrants. Does not include any shares which Lehman or its
affiliates may own in its or their capacity as a market maker on a
when-issued basis for the warrants and the Class B Common Stock. Class B
Common Stock issuable to Lehman in exchange for unsecured claims was
determined based upon the unsecured claims held by Lehman or its affiliates
as of the close of business on August 18, 1994.

(9) Includes 658,009 shares of Class B Common Stock that may be acquired upon
the exercise of warrants. All shares are owned directly by Fidelity
Copernicus Fund, L.P. ("Copernicus"), Belmont Capital Partners II, L.P.
("Belmont II") or Belmont Fund, L.P. ("Belmont I"), each of which is a
private investment limited partnership. Fidelity Management Trust Company
("FMTC") serves as investment adviser to Belmont I and Belmont II and
Fidelity Management & Research Company ("FMRC") serves as investment
adviser to Copernicus. Each of FMTC and FMRC is a wholly owned subsidiary
of FMR Corp. ("FMR"). Through shared voting and dispositive power over the
shares held by Belmont I and Belmont II, FMTC may be deemed to own
beneficially the shares held by such entities. Through shared voting and
dispositive power over the shares held by Copernicus, FMRC may be deemed to
own beneficially the shares held by such entity. In addition, FMR, as
controlling person of FMTC, FMRC

3
<PAGE> 7

and certain general partners of Belmont I, Belmont II and Copernicus, may
be deemed to own beneficially the shares held by each of Belmont I, Belmont
II and Copernicus. FMR disclaims beneficial ownership of such shares.
Edward C. Johnson III, through his interest in FMR, may be deemed to own
beneficially the shares held by each of Belmont I, Belmont II and
Copernicus. Mr. Johnson disclaims beneficial ownership of such shares.

(10) Includes 255,000 shares that may be acquired upon exercise of stock
options.

(11) Includes 16 shares of Class B Common Stock that may be acquired upon
exercise of warrants.

(12) Includes 3 shares of Class B Common Stock that may be acquired upon
exercise of warrants.

(13) Includes 74 shares of Class B Common Stock that may be acquired upon
exercise of warrants.

(14) Includes 137 shares of Class B Common Stock that may be acquired upon
exercise of warrants.

(15) Represents shares of Class A Common Stock and Class B Common Stock held by
TPG. In connection with Mr. Coulter's positions described in footnote (2)
above, Mr. Coulter may be deemed to own beneficially such shares. Mr.
Coulter disclaims beneficial ownership of such shares.

(16) Mr. Goldin resigned as a director of the Company on March 13, 1995 and was
succeeded by Dr. Frank Ryan.

(17) Represents shares held by Mesa. Through his position as chairman and chief
executive officer of Mesa, Mr. Risley may be deemed to own beneficially
such shares. Mr. Risley disclaims beneficial ownership of such shares.

(18) Represents shares of Class A Common Stock and Class B Common Stock held by
TPG. In connection with Mr. Schifter's position described in footnote (2)
above, Mr. Schifter may be deemed to own beneficially such shares. Mr.
Schifter disclaims beneficial ownership of such shares.

(19) Includes 2,711,520 shares of Class B Common Stock that may be acquired upon
exercise of warrants.

4
<PAGE> 8

GENERAL INFORMATION

ROLE OF THE BOARD OF DIRECTORS

The Board of Directors has responsibility for establishing broad policies
of the Company and for the overall performance of the Company, although it is
not involved in day to day operating details. Members of the Board are kept
informed of the Company's business by various reports and documents given to
them on a regular basis, as well as by operating, financial and other reports
made at meetings of the Board of Directors and its committees. As part of the
Company's Reorganization, a new Board of Directors was installed on August 26,
1994. Prior to the Reorganization, the Board consisted of 10 members. The Board
now is comprised of 15 directors, five of whom served on the pre-Reorganization
Board. Certain of the Company's principal stockholders are parties to a
Stockholders' Agreement relating to the composition of the Company's Board of
Directors. See "Bankruptcy Reorganization" below.

The pre-Reorganization Board held seven regular meetings and 13 special
meetings in 1994. Each director of the pre-Reorganization Board attended more
than 75% of the meetings of such Board and the committees on which such director
serves. Subsequent to the Reorganization, the Board has held two regular
meetings during 1994 and one special meeting. Each director of the current Board
attended 75% of the meetings of such Board and the committees on which such
director serves except Messrs. Goldin and Troubh.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company has three standing committees: a Compensation/Human Resources
Committee (the "Compensation Committee"), an Audit Committee and an Executive
Committee. The Company does not maintain a standing nominating committee. The
Compensation Committee, currently comprised of Messrs. Kraemer, Bollenbach,
Bradley and Schifter, reviews all aspects of compensation and promotion of
officers of the Company and any matters relating to compensation and employee
benefit plans. In 1994, the Compensation Committee met six times prior to the
Reorganization and three times after the Reorganization.

The Audit Committee, currently comprised of Messrs. Goolsby, Risley and
Troubh, recommends selection of the Company's independent auditors, reviews the
financial statements of the Company and considers such other matters relating to
the internal and external audits of the financial affairs of the Company as may
be necessary. In 1994, the Audit Committee met five times prior to the
Reorganization and once after the Reorganization.

An Executive Committee was formed following the Reorganization in
accordance with the Company's Bylaws (as restated in connection with the
Reorganization) and the Stockholders' Agreement (as defined below). The
Executive Committee, currently comprised of Messrs. Franke, Bradley, Coulter and
Power, has all of the powers of the Board of Directors in the management of the
affairs and business of the Company subject to certain limitations, including
restrictions on its abilities to (i) amend the Bylaws or Certificate of
Incorporation of the Company, (ii) approve any merger, consolidation, or
dissolution of the Company or a revocation of a dissolution, (iii) propose the
sale, lease or exchange of substantially all of the Company's assets, (iv)
declare dividends or authorize the issuance of additional stock and (v) appoint
or remove a member of any committee established by the Board of Directors, fill
vacancies on the Board of Directors, remove an officer elected by the Board of
Directors or raise or lower any officer's compensation.

DIRECTOR COMPENSATION

Each director who is not an officer or employee of the Company currently
receives an annual retainer of $15,000 and $1,000 for each Board or committee
meeting attended. Pre-Reorganization directors each received an annual retainer
of $25,000 and $1,000 for each Board or committee meeting attended. Directors
are also entitled to certain air travel benefits. Pursuant to the America West
1994 Incentive Equity Plan and subject to stockholder approval thereof, (i) each
current non-employee director was awarded an option to purchase 3,000 shares of
Class B Common Stock on December 1, 1994 and (ii) each new non-employee director
elected after the date of this Proxy Statement will automatically receive on the
date of election an option to purchase 3,000 shares of Class B Common Stock. In
addition, each non-employee director will be

5
<PAGE> 9

automatically granted an option to purchase 3,000 shares of Class B Common Stock
on the day after each annual stockholders' meeting (commencing with the
Meeting). See "Summary of the Incentive Plan -- Non-Employee Director Stock
Options" below.

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth information for the years ended December 31,
1994, 1993 and 1992 with respect to compensation for services to America West
paid to (i) the chief executive officer, (ii) the four most highly compensated
executive officers of the Company during 1994, other than the chief executive
officer, and (iii) one former executive officer.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-----------------------------------------
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) COMPENSATION($)(1) COMPENSATION($)(2)
- - - - ------------------------------------- ---- --------- ------------------ ------------------
<S> <C> <C> <C> <C>
William A. Franke(3)................. 1994 450,000 5,625 1,224,375
Chairman of the Board and 1993 450,000 -- --
Chief Executive Officer 1992 131,250 -- --

A. Maurice Myers..................... 1994 376,442 104,688(4) 421,415
President and Chief
Operating Officer

Martin J. Whalen..................... 1994 142,464 2,406 190,883
Senior Vice President -- Corporate 1993 134,400 4,368 3,873
Affairs and Secretary 1992 134,400 -- 3,808

Raymond T. Nakano.................... 1994 132,447 2,237 190,103
Vice President and Controller 1993 124,950 4,061 1,973
1992 124,950 -- 975

Thomas P. Burns...................... 1994 130,592 2,205 105,058
Vice President -- Sales 1993 123,200 4,004 3,385
1992 123,200 -- 3,659

Alphonse E. Frei(5).................. 1994 129,249 2,807 98,479
Senior Vice President -- Finance 1993 156,800 5,096 4,798
and Chief Financial Officer 1992 156,800 -- 4,731
</TABLE>

- - - - ---------------
(1) For officers other than Mr. Myers, reflects amounts paid under the Company's
Transition Pay Program.

(2) Includes a Reorganization success bonus paid to Mr. Franke in the form of
125,000 shares of Class B Common Stock, valued at $9.795 per share.
Includes Reorganization success bonuses paid in cash to Messrs. Myers,
Whalen, Nakano and Burns of $400,000, $185,000, $185,000 and $100,000,
respectively. Includes matching contributions made by the Company under the
Company's 401(k) plan for Messrs. Whalen, Nakano, Burns and Frei (i) in
1994 of $4,091, $4,128, $4,135 and $1,913, respectively, (ii) in 1993 of
$2,081, $998, $1,908 and $2,249, respectively, and (iii) in 1992 of $2,016,
$0, $2,182 and $2,182, respectively. Also includes premiums paid by the
Company for life insurance for Messrs. Whalen, Nakano, Burns and Frei (i)
in 1994 of $1,792, $975, $923 and $2,443, respectively, (ii) in 1993 of
$1,792, $975, $1,477 and $2,549, respectively, and (iii) in 1992 of $1,792,
$975, $1,477 and $2,549, respectively. Includes a severance payment to Mr.
Frei of $94,123 in 1994.

(3) Mr. Franke's employment with the Company commenced on September 17, 1992.

(4) Reflects payment of a transition allowance in connection with commencement
of employment with the Company and $4,688 paid to Mr. Myers under the
Company's Transition Pay Program.

(5) Mr. Frei's employment with the Company ended on July 1, 1994.

6
<PAGE> 10

PERFORMANCE GRAPHS

Proxy disclosure rules promulgated by the Securities and Exchange
Commission require inclusion of a line graph presentation comparing cumulative
five-year stockholder returns on an indexed basis with the S&P 500 Stock Index
and either a nationally recognized industry standard or an index of peer
companies selected by the Company. Since the Class B Common Stock has been
traded only since the Effective Date, such five-year presentation is not
possible. Under such circumstances, the Company is required instead to present
such information for the period since such shares were issued. Due to the
issuance of substantially all of the Company's currently outstanding shares of
Class B Common Stock upon the Company's emergence from bankruptcy, including the
issuance of approximately 26.8 million shares to unsecured creditors, market
prices for such shares reflect significant selling pressure. The following
performance graph compares the Company's cumulative total stockholder return on
its Class B Common Stock with the cumulative total return of the Standard &
Poor's 500 Stock Index and the Standard & Poor's Airline Index since August 26,
1994, the date on which the Company's Class B Common Stock began trading on the
New York Stock Exchange on a "when issued" basis.

COMPARISON OF CUMULATIVE TOTAL STOCKHOLDER RETURN
SINCE EMERGENCE FROM BANKRUPTCY PROCEEDINGS*

MEASUREMENT PERIOD AMERICA WEST
(FISCAL YEAR COVERED) AIRLINES, INC. S&P AIRLINES INDEX** S&P 500 INDEX**
<S> <C> <C> <C>
8/26/94 100.00 100.00 100.00
8/31/94 97.50 102.00 100.40
9/30/94 87.60 87.40 97.70
10/31/94 80.20 94.50 99.70
11/30/94 59.50 87.60 95.80
12/30/94 52.90 83.50 96.90
</TABLE>

- - - - ---------------
* Assumes $100 invested on August 26, 1994 in each of the Class B Common Stock
of the Company, the S&P Airlines Index and the S&P 500 Index.

** Prepared by Standard & Poor's Composite, a division of McGraw Hill.

The graph set forth below focuses on operating performance of the Company
since it filed for protection under Chapter 11 of the United States Bankruptcy
Code on June 27, 1991. The Company's ability to emerge from bankruptcy in August
1994 with a sound financial position was attributable in large part to the
substantial turnaround in the Company's operating results since the commencement
of bankruptcy proceedings in June 1991. During the pendency of the bankruptcy
proceedings, the Company took significant steps to improve its operations,
including substantial reductions in fleet size to better match capacity to
demand, reduction of aircraft types from five to three to help reduce operating
costs, enhancement of its revenue management system to optimize passenger
revenue levels, and implementation of various cost reduction and other steps to
improve operating performance and cash flows from operations. As a result of
these measures as well as a

7
<PAGE> 11

gradually improving economic and competitive climate, America West was one of
only two major United States airlines to report a profit in each quarter of 1993
and 1994. The following graph reflects operating income of America West by
quarter for each full quarter beginning after the Company filed for bankruptcy
protection through the quarter ended December 31, 1994.

OPERATING INCOME (LOSS)
SINCE COMMENCEMENT OF CHAPTER 11 PROCEEDINGS

<TABLE>
<CAPTION>
MEASUREMENT PERIOD OPERATING INCOME
(FISCAL YEAR COVERED)
<S> <C>
3RD Q '91 -29.1
4TH Q '91 -23.6
1ST Q '92 -8.0
2ND Q '92 -16.1
3RD Q '92 -48.5
4TH Q '92 -2.3
1ST Q '93 17.1
2ND Q '93 25.2
3RD Q '93 33.0
4TH Q '93 45.3
1ST Q '94 37.7
2ND Q '94 44.2
3RD Q '94 34.0
4TH Q '94 30.5
</TABLE>

- - - - ---------------

* The Company emerged from bankruptcy on August 26, 1994, at which time it
adopted fresh start reporting.

COMPENSATION COMMITTEE REPORT

The Company filed for protection under Chapter 11 of the United States
Bankruptcy Code in June 1991 and shortly thereafter implemented numerous cost
reduction programs, including a Company-wide pay reduction. In September 1992,
William A. Franke became Chairman of the Board of Directors at an annual base
salary of $450,000. On January 1, 1994, (i) Mr. Franke was elected to the
additional office of Chief Executive Officer and (ii) the Company entered into
an employment agreement with A. Maurice Myers pursuant to which he has since
served as the Company's President and Chief Operating Officer. On June 27, 1994,
the Company entered into a key employee protection agreement with Mr. Franke,
which agreement was subsequently superseded in its entirety by an employment
agreement entered into as of December 1, 1994. See "Employment Agreements"
below. During the pendency of the Company's bankruptcy case, (i) salary levels
for executive officers (including Messrs. Franke and Myers and the other
individuals named in the Summary Compensation Table set forth above) were based
on an informal assessment of market conditions (including attempts to recruit
new executive talent) and were not based on the Company's performance and (ii)
none of the executive officers named in the Summary Compensation Table set forth
above received any bonus payments or incentive awards.

The Company's Reorganization under Chapter 11 became effective on August
25, 1994. In September 1994, the Company paid Reorganization success bonuses to
all employees, including (i) a restricted stock grant to Mr. Franke of 125,000
shares of Class B Common Stock, (ii) a $400,000 cash bonus to Mr. Myers pursuant
to his employment agreement and (iii) cash bonuses to 10 executive officers
(including those named in the Summary Compensation Table set forth above other
than Messrs. Franke and Myers) and 20 other salaried employees totalling
$1,210,000. See the Summary Compensation Table set forth above. All such bonuses
were approved by the pre-Reorganization Compensation Committee, the
pre-Reorganization Board of Directors and the bankruptcy court. In connection
with the Reorganization, a new Board of Directors and a new Compensation
Committee were installed on August 26, 1994. See "General Information" above.
The

8
<PAGE> 12

Company retained an independent, nationally-recognized consulting firm to assist
in developing a comprehensive post-Reorganization compensation strategy for the
Company and in January 1995 the new Board of Directors approved a Company-wide
pay program, effective January 1, 1995.

The Company's compensation program for all executives, including the
executive officers named in the Summary Compensation Table set forth above, is
administered by the Compensation Committee. The Compensation Committee currently
consists of four members, none of whom is a current or former employee or
officer of the Company, two of whom were members of the pre-Reorganization
Compensation Committee and one of whom is affiliated with TPG which, as
indicated under "Principal Stockholders" above is a principal stockholder of the
Company.

Set forth below is a report submitted by the current Compensation Committee
addressing the Company's executive compensation program. Such report should be
read in the context of the historical information contained in the foregoing
paragraphs.

General

The Company's executive compensation program consists of (i) an annual
compensation plan, the principal elements of which are base salaries and annual
incentive bonuses and (ii) a long-term compensation plan under which executives
and other key salaried employees may be awarded stock-based compensation,
including stock options, stock appreciation rights, restricted stock, phantom
shares, performance units and cash tax rights. All stock-based compensation is
awarded under the Company's 1994 Incentive Equity Plan (the "Incentive Plan")
which became effective on December 1, 1994, subject to approval by the Company's
stockholders.1

The Company's executive compensation program was developed with the
assistance of an independent, nationally-recognized consulting firm over a
period of several months ended after the Company's emergence from bankruptcy on
August 25, 1994. The development process encompassed both executive and
broad-based employee compensation programs and included a review of competitive
marketplace compensation data for key U.S. airlines. Long-term and short-term
compensation data for other public companies of comparable size to the Company
(as measured by revenues) were also examined. Consideration was also given to
relevant circumstances peculiar to the Company, including the Company's
compensation programs during the pendency of its bankruptcy proceeding.

The Compensation Committee meets regularly throughout the year to review
general compensation issues and determines the compensation of all officers and
other key salaried employees of the Company. At least once a year, the
Compensation Committee conducts a comprehensive review of the Company's
compensation program for officers and other key salaried employees. This review
includes (i) an internal report evaluating executive compensation to ensure
consistency and program effectiveness, including the relationship of executive
pay to performance and (ii) a comprehensive report from an independent
consultant (retained by the Compensation Committee) relating to the
competitiveness of executive compensation at the Company relative to other major
airlines and other selected public companies of comparable size.

Overall Compensation Philosophy and Objectives

The principal objectives of the Company's executive compensation program
are (i) to motivate executives to achieve the Company's strategic, operating and
financial goals, (ii) to provide alignment between employee and shareholder
interests through stock-based compensation and annual performance bonuses, (iii)
to attract and retain high quality employees and (iv) to provide a compensation
package that appropriately recognizes both individual and corporate
contributions. The program is designed to be competitive with other major U.S.
airlines while also reflecting the Company's size and to place more emphasis on
variable pay than on fixed base salaries over time.

Base Salary

The Compensation Committee reviews base salaries annually. Annual
adjustments are based on several factors, including general levels of market
salary increases, the employee's job classification and the

- - - - ---------------

1 See "Proposal 2: Approval of America West Airlines, Inc. 1994 Incentive Equity
Plan."

9
<PAGE> 13

Company's financial results. Base salaries are also dependent on the
Compensation Committee's subjective evaluation of the performance of the
individual employee over time. Thus, employees with higher levels of performance
sustained over time generally will be paid correspondingly higher base salaries.

The Company's strategy with respect to base salaries for its key salaried
employees is designed, generally, to (i) avoid dramatic changes to base salaries
other than to adjust base salaries over time to reflect market movements and
individual performance and (ii) position base salaries below industry levels in
order to reduce the emphasis on fixed compensation. The Company obtains market
salary data for such purposes. The data is collected from companies of
comparable size to the Company in general industry and the airline industry
using nationally recognized compensation surveys as well as data from proxy
statements for the airlines included in the S&P Airlines Index prepared by
Standard & Poor's Composite, a division of McGraw Hill, and from proxy
statements for certain other select carriers.

The Compensation Committee approved the employment agreement (discussed
below) entered into by the Company and William A. Franke, Chairman of the Board
and Chief Executive Officer, as of December 1, 1994. The Compensation Committee
relied on advice of the independent consultant referred to above with respect to
the total compensation package provided for in Mr. Franke's employment
agreement. Mr. Franke's employment agreement establishes his base salary for
1995 at $300,000, a decrease of $150,000 from 1994. Mr. Franke requested this
reduction in exchange for the restricted stock grants provided for in his
employment agreement. The Compensation Committee and the Company's Board of
Directors agreed to this request primarily to provide further incentive for Mr.
Franke to continue to build stockholder value.2 The job classification increases
that became effective January 1, 1995 included base salaries for other Company
executive officers at a level intended to approximate 90% of the average
salaries for comparable positions at other major U.S. airlines.

Annual Incentive Compensation

The Company's incentive compensation plan, or annual incentive bonus plan,
is the program by which executives and other key salaried employees can earn
additional cash compensation. The amount of each bonus is determined by the
Compensation Committee at the end of each year and is based on the Company's
financial performance for the year and, to a lesser extent, on the individual's
performance. Because of the pendency of the Company's Chapter 11 bankruptcy
proceeding, no annual incentive bonuses were paid for the years 1991 through
1994, although many officers and other key salaried employees received one-time
Reorganization success bonuses in September 19943 The Company's ability to
emerge from bankruptcy with a sound financial position was attributable in large
part to the substantial turnaround in the Company's operating results since the
commencement of bankruptcy proceedings in June 1991.4 The Reorganization success
bonuses were approved by the pre-Reorganization Compensation Committee, the
pre-Reorganization Board of Directors and the bankruptcy court.

The Compensation Committee administers the incentive compensation plan,
recommends to the Board of Directors the aggregate amount of annual incentive
compensation and approves individual awards. In evaluating an individual's
performance, the Compensation Committee may rely on the recommendation of the
Chief Executive Officer, whose recommendation will be based on his own
subjective evaluation of such individual's performance. The Board of Directors
approves the aggregate amount of the incentive compensation awards to all
participants. Awards will be paid currently in a lump sum or deferred for a
period determined by the Compensation Committee. Awards may also be paid in
bonus stock granted under the Incentive Plan.

The objectives of the Company's annual incentive compensation plan are to
motivate and reward the accomplishment of corporate and individual annual
objectives, reinforce a strong performance orientation with

- - - - ---------------

2 See "Employee Agreements."

3 See "Summary Compensation Table."

4 See "Performance Graphs -- Operating Income (Loss) Since Commencement of
Bankruptcy Proceedings."

10
<PAGE> 14

differentiation and variability in individual awards based on contributions to
business results, and enhance rewards for meeting and exceeding corporate and
personal objectives. The Company's financial performance must be at or above
certain threshold levels (determined by the Compensation Committee), including a
specified amount of earnings before interest, taxes depreciation and
amortization, before any bonus is awarded under the Company's annuals incentive
compensation plan.

Mr. Franke's employment agreement does not entitle him to participate in
the Company's annual incentive compensation plan. Instead, as described
elsewhere in this report, his compensation package places greater emphasis on
long-term equity incentives such as restricted stock grants and stock options.

Stock-Based Compensation

Since the adoption of the Incentive Plan on December 1, 1994, stock-based
awards have been granted to numerous salaried employees and to non-employee
directors, each subject to stockholder approval of the Incentive Plan. Such
awards consist solely of (i) non-qualified stock options granted to 32
executives (including Mr. Franke) and other key salaried employees for an
aggregate of 1,267,000 shares of Class B Common Stock, (ii) non-qualified stock
options granted to 13 non-employee directors for an aggregate of 39,000 shares
of Class B Common Stock and (iii) restricted stock grants to Mr. Franke for an
aggregate of 41,334 shares of Class B Common Stock.5 Each option previously
granted to an employee (other than Mr. Franke) (a) is exercisable as to
one-third of the shares covered thereby on each anniversary of the date of
grant, so that such option is exercisable in full three years after the date of
grant, (b) may not be exercised after the tenth anniversary of the date of grant
or the earlier termination of the option and (c) will become fully exercisable
in the event of the optionee's termination of employment by reason of death,
disability or retirement or in the event of a "change in control." This approach
is designed to provide an incentive to create stockholder value over time, since
the full benefit of the stock option cannot be realized unless stock
appreciation occurs over a number of years. The options granted to non-employee
directors may be exercised six months after the date of grant. Mr. Franke's
options were granted to him in connection with his employment agreement. One of
Mr. Franke's options (covering 255,000 shares) is immediately exercisable while
the others (covering 100,000 shares) are exercisable over time.

The primary purpose of stock-based awards made under the Incentive Plan is
to compensate the recipients in a way that provides a long-term incentive for
future performance, thus linking the interests of the recipients with the
long-term interests of the stockholders of the Company.6

Stock Options. Stock options are an integral part of the Company's
executive compensation program. The Compensation Committee believes that stock
options are an important and appropriate incentive to employees to meet the
Company's long-term goals. By working to increase the Company's stock value, one
of the Company's performance goals is met, and the executives and employees are
likewise compensated through option value. The Compensation Committee determines
the number of options to be granted to an individual based upon a variety of
factors, including (i) the individual's job classification level, (ii) a
subjective evaluation of the individual's performance, (iii) the individual's
level of responsibility within the Company, (iv) the longevity in office of the
individual, (v) a subjective evaluation of the individual's retention value to
the Company, (vi) a subjective evaluation of the individual's performance as a
team member and (vii) the results of the various compensation surveys described
above. No mathematical weighting formulae will be applied with respect to any of
these factors, although the individual's job classification level will normally
be the primary factor.

The Incentive Plan permits the Compensation Committee, in awarding a stock
option to an employee, to specify (i) the number of shares covered by such
option, (ii) within certain parameters, the manner in which the exercise price
shall be payable to the Company, (iii) the required period or periods of
continuous service with the Company and the corporate performance objectives (if
any) to be achieved before the option can be

- - - - ---------------

5 See "Employee Agreements" and "Summary Compensation Table."

6 See "Proposal 2: Approval of America West Airlines, Inc. 1994 Incentive Equity
Plan."

11
<PAGE> 15

exercised in whole or in part, (iv) whether such option will be an incentive
stock option or a non-qualified stock option or any combination the foregoing
and (v) the period (not to exceed 10 years from the grant date) during which the
option may be exercised. With respect to all options granted under the Incentive
Plan, the precise number of shares is determined partly on a subjective basis.
All stock options granted under the Incentive Plan are exercisable at or above
fair market value on the date of grant and will generally vest over a number of
years, dependent on continued employment. Each grant is made based on the
optionee's overall employment package, without reference to previous stock
option grants.

Mr. Franke's employment agreement provides for the awarding to him, from
time to time, of options to purchase up to 655,000 shares of Class B Common
Stock in accordance with, and subject to stockholder approval of, the Incentive
Plan.6 In approving these options, the Compensation Committee considered a
variety of factors, including (i) Mr. Franke's job classification level, (ii) a
subjective evaluation of Mr. Franke's performance, including the substantial
turnaround of the Company's operating results since the commencement of Mr.
Franke's employment with the Company in September 1992, (iii) Mr. Franke's level
of responsibility within the Company, (iv) a review of compensation for
similarly situated individuals both in the airline industry and in companies of
similar size (based on revenue), (v) a subjective evaluation of Mr. Franke's
ability to lead the Company in formulating and implementing its long-term
business plan, (vi) a subjective evaluation of Mr. Franke's standing within the
Company, in the communities served by the Company and with the Company's
investors and suppliers and (vii) a subjective evaluation of Mr. Franke's
ability to enhance the Company's stock value and his overall retention value to
the Company. In addition, the Compensation Committee also took into account
that, under the terms of his employment agreement, Mr. Franke is not entitled to
receive any annual bonuses or other annual incentive compensation.

Restricted Stock. Restricted stock awards are grants of shares of Class B
Common Stock which carry full stockholder privileges, including the right to
vote and, subject to limitations (if any) established by the Compensation
Committee, the right to receive dividends. No restricted stock awards have been
made by the Compensation Committee except to Mr. Franke in accordance with the
terms of his employment agreement.6

Other Benefits

The Company has certain broad-based employee benefit plans in which all
employees, including the executives, participate, such as life and health
insurance plans and a 401(k) plan. Also, officers of the Company are provided
director/officer liability insurance coverage. The incremental cost to the
Company of such benefits provided under these plans is not material to the
Company. Benefits under these plans are not directly or indirectly tied to
Company or individual performance.

The foregoing report of the Compensation Committee shall not be deemed
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act of 1933, as
amended, or under the Securities Exchange Act of 1934, as amended, except to the
extent that the Company specifically incorporates this information by reference,
and shall not otherwise be deemed filed under such Acts.

Respectfully submitted,

COMPENSATION/HUMAN RESOURCES
COMMITTEE

Richard C. Kraemer, Chairman
Stephen F. Bollenbach
Frederick W. Bradley, Jr.
Richard P. Schifter

- - - - ---------------

6 See "Proposal 2: Approval of America West Airlines, Inc. 1994 Incentive Equity
Plan."

12
<PAGE> 16

EMPLOYMENT AGREEMENTS

Effective as of December 1, 1994, the Company entered into an employment
agreement with William A. Franke for service as the Chairman of the Board and
Chief Executive Officer of the Company for a term of one year with a possible
one-year extension at Mr. Franke's election with the approval of the Company's
Board of Directors. Under the agreement, Mr. Franke is to receive an annual cash
base salary of at least $300,000, which amount may be increased at the Board's
discretion. The agreement provides for restricted stock grants of 11,000, 30,334
and 25,000 shares of Class B Common Stock as soon as practicable after December
1, 1994, January 1, 1995 and January 1, 1996, respectively, subject to partial
or complete forfeiture upon termination of employment under certain
circumstances. In addition, upon execution of the agreement, Mr. Franke received
(i) a fully vested option to purchase 255,000 shares of Class B Common Stock at
an exercise price of $8.75 per share, the fair market value on the date of
grant, and (ii) options to purchase an additional 100,000 shares of Class B
Common Stock at an exercise price of $8.75 per share, vesting over a two-year
period beginning January 1, 1996. The agreement further provides for the
granting to Mr. Franke on August 25, 1996 of (a) options to purchase an
additional 150,000 shares of Class B Common Stock, each vesting over a one-year
period and (b) options to purchase an additional 150,000 shares of Class B
Common Stock, each vesting over a three-year period. All of such options become
fully vested and exercisable upon a "change in control" (as defined in the
agreement) or in the event Mr. Franke's employment is terminated by reason of
death or disability. All of such restricted stock grants and stock options are
subject to stockholder approval of the Incentive Plan. See "Proposal 2: Approval
of America West Airlines, Inc. 1994 Incentive Equity Plan." The agreement also
provides that the Company will maintain a term life insurance policy on the life
of Mr. Franke in the amount of $2 million, proceeds of which are to be paid to
beneficiaries designated by Mr. Franke. Mr. Franke is to receive an allowance
for administrative expenses of $50,000 per year. A majority of the Board of
Directors may authorize termination of Mr. Franke's employment for any reason
which the Board deems sufficient. If Mr. Franke terminates his employment for
good reason or is terminated by the Board of Directors for any reason other than
misconduct or disability, he will receive, among other things, a severance
payment in the amount of $1.5 million if the termination is prior to August 25,
1996 and $1 million if the termination is after such date. Pursuant to the
agreement, Mr. Franke has certain registration rights with respect to shares of
Class B Common Stock granted to him or received pursuant to the exercise of
stock options. On June 27, 1994, the Company entered into a key employee
protection agreement with Mr. Franke providing for the payment to him of a
severance payment of approximately 200% of his base salary in the event of a
termination of his employment following a "change in control." That key employee
protection agreement was superseded in its entirety by Mr. Franke's employment
agreement described above. In September 1994, the Company issued to Mr. Franke
125,000 fully-vested shares of Class B Common Stock as a Reorganization success
bonus. The Company also loaned $470,282 to Mr. Franke for the purpose of
enabling him to pay the income taxes attributable to such bonus. The loan (i) is
payable in two equal installments on September 26, 2000 and September 26, 2001,
(ii) bears interest (payable semi-annually) at the rate of 8% per annum (11% per
annum after maturity) and (iii) is secured by a pledge of the 62,500 bonus
shares, but is otherwise non-recourse to Mr. Franke.

Effective as of January 1, 1994, the Company entered into an employment
agreement with A. Maurice Myers for service as President and Chief Operating
Officer of the Company for a two-year term with automatic one-year extensions
unless prior written notice is given by either party. Pursuant to the agreement
(as amended), Mr. Myers is to receive an annual base salary of $375,000 for the
period ended December 31, 1994 and $400,000 for the period beginning January 1,
1995, which amount may be increased in the Board's discretion. Pursuant to the
agreement, the Company paid to Mr. Myers in 1994 a lump sum transition allowance
of $100,000 and a Reorganization success bonus of $400,000. In addition, the
Company made a non-recourse loan to Mr. Myers in 1994 in the amount of $200,000
to be used in connection with the purchase of a home, which loan is secured by a
lien on such property and has a stated maturity of December 31, 2003. In 1994,
the Company also loaned approximately $320,000 to Mr. Myers in connection with
the exercise of options to purchase Aloha Airgroup, Inc. ("Aloha") common stock
and related taxes. Such loan is secured by a pledge of the Aloha stock acquired
with the proceeds thereof, is non-recourse to Mr. Myers and is due 90 days after
the term of the agreement or earlier upon certain events. Both the house loan
and the stock loan bear interest at the applicable federal rate in accordance
with the Internal Revenue Code of 1986, as amended.

13
<PAGE> 17

The Company is entitled to apply any incentive bonuses payable to Mr. Myers to
the repayment of the house loan and the stock loan. The agreement also provides
for certain pension benefits. The Company is required by the agreement to pay
Mr. Myers a severance payment in the amount of (i) 100% of his base salary if
Mr. Myers terminates the agreement due to the election of any person other than
Mr. Myers or Mr. Franke as Chief Executive Officer of the Company or (ii) 150%
of his base salary if the Company elects to discontinue automatic extensions of
the agreement, if Mr. Myers terminates the agreement for good reason or due to a
change in control or if the Company terminates the agreement for any reason
other than misconduct or disability. In 1995, the Company granted to Mr. Myers
an option to purchase 200,000 shares of Class B Common Stock at an exercise
price of $8.75 per share, the fair market value on the date of grant. Such
option is subject to stockholder approval of the Incentive Plan.

BANKRUPTCY REORGANIZATION

The Company emerged from bankruptcy under Chapter 11 of the United States
Bankruptcy Code on August 25, 1994 (the "Effective Date"), after having filed
for protection on June 27, 1991. On the Effective Date, the previously
outstanding publicly held equity interests in the Company were canceled and new
stock was issued. A substantial portion of the Company's outstanding equity and
debt securities was issued to AmWest Partners L.P., a Texas limited partnership
("AmWest"), and certain assignees of AmWest, in exchange for their investment in
the Company. Additional shares of Class B Common Stock were issued to the
Company's prepetition creditors and to former equity holders. The transactions
completed in connection with the Reorganization constituted a change in control
of the Company.

The Company received approximately $205.3 million in cash upon the issuance
to the partners of AmWest and to certain assignees of AmWest of (i) 1,200,000
shares of Class A Common Stock, (ii) 12,981,636 shares of Class B Common Stock,
(iii) warrants to purchase 2,769,231 shares of Class B Common Stock and (iv)
$100 million of 11 1/4% Senior Unsecured Notes due 2001. The partners of AmWest
include TPG, Continental and Mesa. The assignees of AmWest were certain funds
managed or advised by Fidelity and Lehman.

On the Effective Date, the Company, AmWest, GPA Group plc, a prepetition
creditor ("GPA"), and certain designated stockholder representatives entered
into an agreement (the "Stockholders' Agreement") with respect to certain
matters involving the Company. Upon the dissolution of AmWest, which occurred
immediately following the Effective Date, the provisions of the Stockholders'
Agreement with respect to AmWest became binding upon TPG, Continental and Mesa.
As used below, "AmWest" means TPG, Continental and Mesa in their capacities as
successors-in-interest to AmWest under the Stockholders' Agreement.

The Stockholders' Agreement provides that, for a period lasting until the
first annual meeting after the third anniversary of the Effective Date (the
"Voting Period"), America West's Board of Directors will consist of 15 members
including (i) nine members designated by AmWest; (ii) one member designated by
GPA for as long as GPA retains at least two percent of the voting equity
securities of the Company; and (iii) five independent directors (the
"Independent Directors") initially including (a) three directors designated by
the official committee of the unsecured creditors, (b) one member designated by
the official committee of the equity security holders and (c) one director
designated by the pre-Reorganization Board of Directors from among the executive
officers of the Company. The Stockholders' Agreement provides that during the
Voting Period, AmWest and GPA will vote all shares of Common Stock owned by them
in favor of the reelection of the initially designated Independent Directors for
as long as such Independent Directors continue to serve.

In addition to the voting and other provisions of the Stockholders'
Agreement, AmWest and GPA agreed that (i) AmWest will vote in favor of GPA's
nominee to the Company's Board of Directors, and (ii) GPA will vote in favor of
AmWest's nine nominees to the Company's Board of Directors for so long as (a)
AmWest owns at least 5% of the voting equity securities of the Company and (b)
GPA owns at least 2% of the voting equity securities of the Company.

The Stockholders' Agreement also provides that no director nominated by
AmWest will be an employee or officer of Continental. All directors who are
selected by or who are directors of Continental or Mesa and all

14
<PAGE> 18

directors who are employees or officers of Mesa are required by the
Stockholders' Agreement to recuse themselves from voting on or receiving
information on any matters involving negotiations or direct competition between
their respective companies and America West.

During the Voting Period, the Stockholders' Agreement requires approval by
at least three of the Independent Directors, or the affirmative vote of the
holders of a majority of the voting power of each class of Common Stock
(excluding those shares owned by AmWest or any of its Affiliates, as defined in
the Stockholders' Agreement, but not, however, excluding any shares owned,
controlled or voted by Mesa or any of its transferees that are not otherwise
affiliates of AmWest), to approve (i) any merger or consolidation of the Company
with or into AmWest or any of its affiliates; (ii) certain transactions
involving issuances of voting securities by AmWest or any of its affiliates;
(iii) certain transactions involving issuances of voting securities by the
Company that result in AmWest or any of its affiliates acquiring an increased
percentage ownership of such voting securities; and (iv) any transaction or
series of transactions having the same effect as (i) or (ii) above.

Under the terms of the Stockholders' Agreement, neither AmWest nor any
affiliate of AmWest may sell or otherwise transfer any Common Stock (other than
to an affiliate of the transferor) if, after giving effect thereto or to any
related transaction, the total number of shares of Class B Common Stock
beneficially owned by the transferor is less than twice the number of shares of
Class A Common Stock beneficially owned by the transferor, except in certain
circumstances.

In addition, the Stockholders' Agreement provides that, for a period of
three years after the Effective Date, AmWest shall not sell, in a single
transaction or related series of transactions, shares of Common Stock
representing 51% or more of the combined voting power of shares of Common Stock
then outstanding other than (i) pursuant to or in connection with a tender or
exchange offer for all shares of Common Stock and for the benefit of all others
of Class B Common Stock on a pro rata basis at the same price per share and on
the same economic terms, (ii) to any Affiliate of AmWest, (iii) to any affiliate
of AmWest's partners, (iv) pursuant to a bankruptcy or insolvency proceeding,
(v) pursuant to judicial order, legal process, execution or attachment or (vi)
in a public offering (as defined in the Stockholders' Agreement).

CERTAIN TRANSACTIONS

The Company entered into certain alliance agreements with Continental and
Mesa (the "Alliance Agreements"). With Continental, the Company agreed to
implement certain code sharing arrangements, coordinate certain flight schedules
to maximize connections between the two airlines, share ticket counter space,
link in part their frequent flyer programs and coordinate ground handling
operations. With Mesa, America West has entered into two code sharing agreements
that establish Mesa as a feeder carrier for the Company at its hubs in Phoenix
and Columbus. The Alliance Agreements are designed to enhance significantly the
Company's growth in revenue passenger miles and operating results. Continental
and Mesa are principal stockholders of the Company. See "Principal
Stockholders."

Pursuant to a code sharing agreement with Mesa entered into in December
1992 (which was prior to Mesa becoming a significant stockholder), the Company
assesses a per passenger charge for facilities, reservations and other services
from Mesa for enplanements on the Mesa system. Such payments by Mesa to the
Company totalled approximately $2.5 million for 1994.

On October 14, 1994, the Company issued $13 million of its 11 1/4% Senior
Unsecured Notes due 2001 (the "Senior Notes") to Fidelity and $10 million of
such Senior Notes to Lehman in satisfaction of certain claims and other
prepetition obligations totalling approximately $25 million held by Fidelity and
Lehman. In connection with the issuance of such Senior Notes, Fidelity and
Lehman also received cash payments of $2.1 million and $1.2 million,
respectively, such cash payments representing the portion of such claims and
other prepetition obligations not satisfied by the issuance of the Senior Notes
and other payments made in connection with the settlement of such claims.
Fidelity and Lehman are principal stockholders of the Company. See "Principal
Stockholders."

15
<PAGE> 19

In 1994, the Company made certain loans to William A. Franke and A. Maurice
Myers, both executive officers of the Company. For a description of such loans,
see "Employment Agreements."

COMPENSATION COMMITTEE INTERLOCKS

Two members of the pre-Reorganization Board and the pre-Reorganization
Compensation Committee, John F. Tierney and Declan Treacy, were elected to the
Board of Directors pursuant to a certain management letter agreement, as amended
and restated, between the Company and its debtor in possession lenders,
including GPA. Both Mr. Tierney and Mr. Treacy are executives of GPA. The
management letter agreement terminated in connection with the Reorganization and
Mr. Treacy's term expired on August 25, 1994. GPA's representation on the
Company's Board is now determined pursuant to the Stockholders' Agreement and a
voting agreement entered into between GPA and AmWest. Mr. Tierney continues to
be a member of the Board, but is no longer a member of the Compensation
Committee. See "Bankruptcy Reorganization."

GPA is a major supplier of leased aircraft and engines to the Company and
provided financing to the Company prior to and during the bankruptcy
proceedings. In June 1994, in connection with the Reorganization, the Company
entered into a put agreement with GPA providing GPA with a right to lease up to
eight aircraft to the Company (the "1994 Put Agreement"). This agreement
replaced a similar agreement with GPA involving 10 aircraft (none of which were
ever leased to the Company). These aircraft may be new or used B737-300 and
B757-200 aircraft (of which no more than five may be used aircraft) and new or
"like new" A320 aircraft. Unless otherwise consented to by the Company,
beginning in June 1995 and ending by June 1999, GPA may, with adequate notice to
the Company, put to the Company up to two aircraft in 1995 and no more than
three aircraft per year thereafter. The rentals for such aircraft will be at the
then current market rates with lease terms ranging from three to 18 years
depending on the type and condition of the aircraft, which will be predetermined
by the Company and GPA. In connection with the 1994 Put Agreement and for other
consideration, GPA was paid approximately $30.5 million and issued certain
equity securities by the Company as part of the Reorganization.

In February 1995, the Company leased a B737-300 aircraft from GPA for a
term of five years. Additionally, the Company and GPA have agreed, subject to
final documentation, to enter into lease agreements for two A320-200 aircraft
beginning in the spring of 1995. All of these aircraft will be leased to the
Company under the 1994 Put Agreement.

Lease payments from America West to GPA under an agreement initially
entered into in September 1990 (the "Aircraft Finance Agreement") and under the
1991 Put Agreement totaled approximately $63 million in 1994. As of December 31,
1994, the Company was obligated to pay approximately $1.1 billion over the life
of the 16 aircraft leases under the Aircraft Finance Agreement. Payments by the
Company to GPA under a debtor-in-possession financing facility established in
September 1991 were approximately $61 million in 1994.

Richard P. Schifter, a member of the Company's Board of Directors, is a
vice president of TPG Advisors, Inc., a Delaware corporation which is the
general partner of TPG GenPar, a Delaware limited partnership that acts as the
general partner of TPG. TPG received Class A Common Stock and Class B Common
Stock and warrants to purchase Class B Common Stock in exchange for its
investment in America West pursuant to the Reorganization. See "Bankruptcy
Reorganization." Mr. Schifter serves of counsel to the law firm of Arnold &
Porter, where he was a partner until July 1994. America West from time to time
engages Arnold & Porter for certain legal services, none of which is performed
by Mr. Schifter.

Each of the Company transactions described above was the result of
arms'-length negotiation among the parties thereto and was concluded on what the
Company believes to be terms no less favorable than would have been obtained had
the transactions been entered into with non-affiliated third parties.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
own more than 10% of a registered class of the Company's

16
<PAGE> 20

equity securities, to file initial reports of ownership and reports of changes
in ownership (Forms 3, 4 and 5) of Common Stock and other equity securities of
the Company with the Securities and Exchange Commission ("SEC") and the New York
Stock Exchange. Officers, directors and greater than 10% beneficial holders are
required by SEC regulation to furnish the Company with copies of all such forms
that they file.

To the Company's knowledge, based solely on the Company's review of the
copies of such reports received by the Company and, if applicable, written
representations from certain reporting persons that no reports on Form 5 were
required, the Company believes that during the fiscal year ended December 31,
1994, all Section 16(a) filing requirements applicable to its officers,
directors and greater than 10% beneficial owners were complied with, except each
of Messrs. Whalen (relating to 20 shares of Class B Common Stock and warrants to
purchase 16 shares of Class B Common Stock), Nakano (relating to one share of
Class B Common Stock and warrants to purchase three shares of Class B Common
Stock) and Burns (relating to 27 shares of Class B Common Stock and warrants to
purchase 74 shares of Class B Common Stock) and Ms. Burr (relating to 15 shares
of Class B Common Stock and warrants to purchase 14 shares of Class B Common
Stock) filed a late Form 4 report (covering one transaction) after the
Reorganization. The shares subject to such reporting requirements were issued in
the Reorganization in respect of common shares or options to purchase common
shares beneficially owned by such persons as a result of grants under a stock
incentive plan in effect prior to the Reorganization.

INDEPENDENT ACCOUNTANTS

KPMG Peat Marwick LLP were the Company's independent accountants for 1994.
Neither the Audit Committee nor the Board of Directors has selected independent
public accountants for 1995. Consistent with its ongoing cost reduction efforts,
the Company currently intends to request proposals from KPMG Peat Marwick LLP
and other nationally recognized independent accounting firms relating to the
audit of the Company's financial statements for 1995. The Audit Committee and
the Board of Directors will select independent accountants for 1995 after
receiving such proposals. KPMG Peat Marwick LLP will have a representative at
the Meeting who will have the opportunity to make a statement, if the
representative desires to do so, and will be available to respond to appropriate
questions.

STOCKHOLDER PROPOSALS

To be considered at the Company's 1996 Annual Meeting of Stockholders, a
stockholder proposal must be received in proper form at the Company's principal
executive office not less than 60 nor more than 90 days prior to the date of
such Annual Meeting and must otherwise comply with the requirements of the
Company's bylaws. To be considered for inclusion in the Company's Proxy
Statement relating to the 1996 Annual Meeting of Stockholders, a stockholder
proposal must be received in proper form at the Company's principal executive
office no later than November 30, 1995, and must otherwise comply with the
requirements of Rule 14a-8 under the Exchange Act.

ANNUAL REPORT AND INFORMATION FOR STOCKHOLDERS

The annual report to stockholders, including financial statements,
accompanies this Proxy Statement but does not constitute a part of the proxy
soliciting materials. THE COMPANY WILL FURNISH A COPY WITHOUT CHARGE OF ITS
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1994, INCLUDING
FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULE BUT WITHOUT EXHIBITS,
TO EACH PERSON WHOSE VOTE IS SOLICITED BY THIS PROXY STATEMENT, UPON WRITTEN
REQUEST TO MARTIN J. WHALEN, SENIOR VICE PRESIDENT CORPORATE AFFAIRS AND
SECRETARY, AMERICA WEST AIRLINES, INC., 4000 EAST SKY HARBOR BOULEVARD, PHOENIX,
ARIZONA 85034. Upon the payment of the Company's reasonable expense of
furnishing the exhibit requested, the Company upon request will furnish any
exhibit to the Form 10-K to any person whose vote is solicited by this Proxy
Statement.

OTHER MATTERS

It is not anticipated that there will be presented to the Meeting any
business other than election of directors, approval of the Incentive Plan and
approval of the charitable stock gift. If any other matters

17
<PAGE> 21

requiring the vote of the stockholders arise, including the question of
adjourning the meeting and other matters not known reasonably in advance by the
Company, the persons appointed as proxies in the accompanying proxy will vote on
such matters according to their best judgment.

PROPOSAL 1:

ELECTION OF DIRECTORS

THE BOARD OF DIRECTORS URGES YOU TO VOTE FOR THE NOMINEES FOR THE BOARD OF
DIRECTORS DESCRIBED BELOW. PROXIES WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY
OTHERWISE IN THEIR PROXIES, SUBJECT TO THE CONDITION THAT IF ANY OF THE NAMED
NOMINEES SHOULD BE UNABLE TO SERVE, DISCRETIONARY AUTHORITY IS RESERVED TO VOTE
FOR A SUBSTITUTE. NOMINEES FOR DIRECTOR WILL BE ELECTED BY PLURALITY OF THE
VOTES CAST AT THE MEETING.

It is proposed that 15 directors be elected, each to hold office for a term
of one year and until his or her successor shall have been elected and
qualified. Each of the following nominees is a director of the Company at the
present time.

WILLIAM A. FRANKE -- AGE 57. Chairman of the Board and Chief Executive
Officer -- (Executive Committee). Mr. Franke was named Chairman of the Board of
Directors in September 1992. On December 31, 1993, Mr. Franke was also elected
to serve as the Company's Chief Executive Officer. In addition to his
responsibilities at America West, Mr. Franke serves as president of Franke &
Company, Inc., a financial services company he has owned since May 1987. From
November 1989 until June 1990, Mr. Franke served as the Chairman of Circle K
Corporation's executive committee with the responsibility for Circle K
Corporation's restructuring. In May 1990, the Circle K Corporation filed a
voluntary petition to reorganize under Chapter 11 of the United States
Bankruptcy Code. From June 1990 until August 1993, Mr. Franke served as the
chairman of a special committee of directors overseeing the reorganization of
the Circle K Corporation. Mr. Franke has also served in various other capacities
at Circle K Corporation since 1990. Mr. Franke was also involved in the
restructuring of the Valley National Bank of Arizona (now Bank One of Arizona).
Mr. Franke serves as a director of Phelps Dodge Corp., Central Newspapers Inc.
and the Air Transport Association of America.

A. MAURICE MYERS -- AGE 54. President and Chief Operating Officer. Mr.
Myers was named President and Chief Operating Officer on December 31, 1993 and
was named to the Board of Directors in 1994. Prior to joining America West, Mr.
Myers was the president and chief executive officer of Aloha, an aviation
services corporation which owns and operates Aloha Airlines and Aloha Island
Air. Mr. Myers joined Aloha in 1983 as vice president of marketing and became
its president and chief executive officer in June 1985. Mr. Myers is a member of
the board of directors of Hawaiian Electric Industries.

JULIA CHANG BLOCH -- AGE 52. Ms. Bloch has been a member of America West's
Board of Directors since August 26, 1994. She is the group executive vice
president, corporate relations of Bank of America Corporation and has held that
position since June 1993. Ms. Bloch served as the U.S. Ambassador to Nepal from
September 1989 through May 1993. Ms. Bloch is a board member of the American
Refugee Committee and the Himalaya Foundation and serves as a trustee of the
Asian Art Museum and the Asia Society.

STEPHEN F. BOLLENBACH -- AGE 53. (Compensation Committee). Mr. Bollenbach
has been a member of America West's Board of Directors since August 26, 1994. He
is president and chief executive officer of Host Marriott Corp. Mr. Bollenbach
served as chief financial officer of the Promus Companies from 1986 to 1990 and
served as chief financial officer for the Trump Organization from 1990 to 1992.
He served as Executive Vice President and Chief Financial Officer of The
Marriott Corporation from 1992 until 1993. He serves as a director of Host
Marriott Corporation, Carr Realty Corporation and Mid-America Apartment
Communities, Inc.

FREDERICK W. BRADLEY, JR -- AGE 68. (Compensation Committee, Executive
Committee). Mr. Bradley has been a member of America West's Board of Directors
since September 1992. Immediately prior to joining the Board of Directors, Mr.
Bradley was a senior advisor with Simat, Helliesen & Eichner, Inc.

18
<PAGE> 22

Mr. Bradley formerly was a senior vice president of Citibank/Citicorp's Global
Airline and Aerospace business. Mr. Bradley joined Citibank/Citicorp in 1958. In
addition, Mr. Bradley is a member of the board of directors of Shuttle, Inc.
(USAir Shuttle) and the Institute of Air Transport, Paris, France. Mr. Bradley
also is chairman of the board of directors of Aircraft Lease Portfolio
Securitization 94-1 Ltd.

JAMES G. COULTER -- AGE 35. (Executive Committee). Mr. Coulter has been a
member of America West's Board of Directors since August 26, 1994. Since 1992,
Mr. Coulter has been a managing director of Texas Pacific Group, an investment
firm. From 1986 to August 1992, Mr. Coulter was vice president of Keystone, Inc.
(formerly Robert M. Bass Group, Inc.), a private investment firm based in Fort
Worth, Texas. From April 1993 until he became a member of the Company's Board,
Mr. Coulter was a member of the board of directors of Continental. Mr. Coulter
also serves as a director of American Savings Bank and Allied Waste Industries,
Inc.

JOHN F. FRASER -- AGE 64. Mr. Fraser has been a member of America West's
Board of Directors since August 26, 1994. He is the chairman of the board of
Federal Industries Ltd., an iron and steel foundry. Mr. Fraser was chairman and
chief executive officer of Federal Industries Ltd. from March 1991 to May 1992,
and president and chief executive officer from May 1978 to March 1991. Mr.
Fraser was a member of the Board of Directors of Continental from August 1993
through August 3, 1994. Mr. Fraser is a director of Air Canada; Bank of
Montreal; Coca-Cola Beverages Limited; Ford Motor Company of Canada, Limited;
Inter-City Products Corporation; Investors Group Inc.; Shell Canada Limited; and
The Thomson Corporation.

JOHN L. GOOLSBY -- AGE 53. (Audit Committee). Mr. Goolsby has been a
member of America West's Board of Directors since August 26, 1994. He has been
the president of The Hughes Corporation and The Howard Hughes Corporation
(formerly named the Summa Corporation), the principal operating companies of the
Howard Hughes Estate, since 1988 and has been the chief executive officer of
those companies since 1990. In addition, Mr. Goolsby serves as a director of
Nevada Power Company and Bank of America Nevada. He also serves as a trustee of
The Donald W. Reynolds Foundation and the UNLV Foundation.

RICHARD C. KRAEMER -- AGE 51. (Compensation Committee). Mr. Kraemer has
been a member of America West's Board of Directors since September 1992. He is a
director and serves as president, chief executive officer and chief operating
officer of UDC Homes, Inc., a Phoenix-based homebuilding company which he joined
in 1975.

JOHN R. POWER, JR. -- AGE 39. (Executive Committee). Mr. Power has been a
member of America West's Board of Directors since August 26, 1994. He is
president of The Patrician Corporation, an investment company. Prior to joining
The Patrician Corporation, Mr. Power served as vice president at Continental
Bank.

LARRY R. RISLEY -- AGE 50. (Audit Committee). Mr. Risley has been a member
of America West's Board of Directors since August 26, 1994. He has been the
chief executive officer and chairman of the board of directors of Mesa since the
founding of the company in 1983. From 1979 to 1982, Mr. Risley was president of
Mesa Aviation Services, Inc.

FRANK B. RYAN -- AGE . Dr. Ryan has been a member of America West's
Board of Directors since March 13, 1995. Dr. Ryan is a professor of mathematics
and of computational and applied mathematics and the vice president of external
affairs of Rice University and has been since 1990. From 1988 to 1990, Dr. Ryan
served as president and chief executive officer of Contex Electronics, Inc., an
electronic component manufacturing company. Dr. Ryan serves on the board of
directors of Danielson Holding Company, Inc. and on the board of governors of
Rice University.

RICHARD P. SCHIFTER -- AGE 42. (Compensation Committee). Mr. Schifter has
been a member of America West's Board of Directors since August 26, 1994. He has
been a managing director of Texas Pacific Group, an investment firm since July
1994. Mr. Schifter serves of counsel to the Washington D.C. based law firm of
Arnold & Porter, where he was an associate from 1979 to 1986 and a partner from
1986 to July 1994.

19
<PAGE> 23

JOHN F. TIERNEY -- AGE 49. Mr. Tierney has served as a member of the Board
of Directors since December 1993. Mr.Tierney is the assistant chief executive
and finance director of GPA Group plc, an Irish aircraft leasing concern, and
has served GPA in such capacity since 1993. From 1981 to 1993, he served as
chief financial officer of GPA.

RAYMOND S. TROUBH -- AGE 68. (Audit Committee). Mr. Troubh has been a
member of America West's Board of Directors since August 26, 1994. He is a
financial consultant and currently serves on the board of directors of ADT
Limited, American Maize Products Co., Applied Power Inc., ARIAD Pharmaceuticals,
Inc., Becton, Dickinson and Company, Benson Eyecare Corporation, Foundation
Health Corporation, General American Investors Company, Manville Corporation,
Olsten Corporation, Riverwood International Corporation, Time Warner Inc.,
Petrie Stores Corporation, Triarc Companies, Inc. and WHX Corporation.

PROPOSAL 2:

APPROVAL OF AMERICA WEST AIRLINES, INC. 1994 INCENTIVE EQUITY PLAN

THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED AND URGES YOU TO VOTE FOR
APPROVAL OF THE INCENTIVE PLAN. PROXIES WILL BE SO VOTED UNLESS THE STOCKHOLDERS
SPECIFY OTHERWISE IN THEIR PROXIES. PROPOSAL 2 WILL BE ADOPTED BY THE
AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE SHARES PRESENT IN PERSON OR
BY PROXY AT THE MEETING AND ENTITLED TO VOTE.

The Board recommends the approval of the Incentive Plan, which authorizes
the grant of various stock, stock-related and cash awards to employees and non
employee directors of the Company. The Incentive Plan became effective as of
December 1, 1994 and is contingent upon the approval of the stockholders. The
Incentive Plan is intended to encourage employees of the Company and
non-employee directors of the Company to acquire or increase their equity
interests in the Company and to provide a means whereby employees and
non-employee directors may develop a sense of proprietorship and personal
involvement in the development and financial success of the Company, and to
encourage them to remain with and devote their best efforts to the business of
the Company, thereby advancing the interests of the Company and its
shareholders. The Incentive Plan is also intended to enhance the ability of the
Company to attract and retain the services of individuals who are essential for
the progress, growth and profitability of the Company.

20
<PAGE> 24

SUMMARY OF THE INCENTIVE PLAN

The full text of the Incentive Plan is set forth in Appendix A to this
Proxy Statement. The essential features of the Incentive Plan are summarized
below, but such summary is qualified in its entirety by reference to the full
text of the Incentive Plan.

TYPES OF AWARDS

The Incentive Plan permits the granting of any or all of the following
types of awards ("Awards"): stock appreciation rights ("SARs"), stock options,
restricted stock, performance units, director options, phantom shares, bonus
stock and cash tax rights.

ELIGIBILITY FOR PARTICIPATION

All officers and employees of the Company or any subsidiary of the Company
and all non-employee directors of the Company will be eligible for participation
in certain Awards under the Incentive Plan. As of the date of this Proxy
Statement, the Company had approximately 47 employees and non-employee directors
eligible to participate in the Incentive Plan.

ADMINISTRATION

The Incentive Plan is administered by the Compensation Committee. Under the
terms of the Incentive Plan, the Compensation Committee must consist of
disinterested persons within the meaning of Rule 16b-3 of the Exchange Act. The
Compensation Committee will select the participants who will receive Awards,
determine the type and terms of Awards to be granted and interpret and
administer the Incentive Plan.

AMENDMENT AND TERMINATION

The Board of Directors may terminate or amend the Incentive Plan without
stockholder approval, except that stockholder approval is required for any
amendment that would cause the Incentive Plan to cease to satisfy the
requirements of Rule 16b-3 of the Exchange Act.

TERM OF THE INCENTIVE PLAN

Unless sooner terminated, the Incentive Plan will terminate on November 30,
2004, after which time no additional Awards may be made.

SHARES SUBJECT TO THE INCENTIVE PLAN

Subject to adjustment as described below, 3,500,000 shares of Class B
Common Stock may be awarded under the Incentive Plan, of which no more than
1,500,000 shares may be issued as restricted stock or bonus stock. The maximum
aggregate number of shares of Class B Common Stock available for stock options
and SARs awarded to any person during the term of the Incentive Plan is 350,000
shares per year, subject to adjustment as described below.

EMPLOYEE STOCK OPTIONS

Stock options granted under the Incentive Plan are subject to the terms and
conditions determined by the Compensation Committee, except that: (i) no stock
options may be granted after the termination of the Incentive Plan; (ii) the
option exercise price cannot be less than the market value per share of Class B
Common Stock at the date of grant; and (iii) no stock option may be exercised
more than 10 years after it is granted. Stock options may be granted as
incentive stock options ("ISOs") under Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"), non-qualified stock options or a combination
thereof.

The Compensation Committee will determine the form in which payment of the
exercise price may be made, including cash, shares of Class B Common Stock or
any combination thereof, having a fair market value on the exercise date equal
to the relevant exercise price.

21
<PAGE> 25

NON-EMPLOYEE DIRECTOR STOCK OPTIONS

Subject to stockholder approval of the Incentive Plan, on December 1, 1994
each non-employee director of the Company was awarded an option to purchase
3,000 shares of Class B Common Stock at an exercise price per share of $8.75,
the fair market value on the date of grant. Each non-employee director shall
automatically receive on the day after each annual stockholders' meeting
(commencing with the Meeting) an option to purchase 3,000 shares of Class B
Common Stock at an exercise price per share equal to the fair market value of
the Class B Common Stock on the date of grant. Each new non-employee director
elected after the date of this Proxy Statement shall receive an initial option
Award to purchase 3,000 shares of Class B Common Stock on the date of election
at an exercise price per share equal to the fair market value of the Class B
Common Stock on the date of grant. Neither the Compensation Committee nor the
Board of Directors has any discretion with respect to non-employee director
stock options. Each such option shall become exercisable six months from the
date of grant and have a term of 10 years subject to earlier termination
depending upon continuity of service on the Board.

STOCK APPRECIATION RIGHTS

An SAR may be granted in tandem with stock options or separate and apart
from a grant of option rights. The grant price of an SAR shall not be less than
the fair market value per share of Class B Common Stock on the date of grant.
The maximum aggregate number of shares of Class B Common Stock which may be
issued pursuant to or covered by stock options or SARs to any employee during
any year is 350,000.

RESTRICTED STOCK

The Compensation Committee may also authorize grants of restricted stock.
Restricted stock may not be disposed of by the participant until the
restrictions specified in the Award expire. The participant will have, with
respect to restricted stock, the right to vote the shares and, subject to
limitations (if any) established by the Compensation Committee, receive any cash
dividends. Except as otherwise determined by the Compensation Committee, upon
termination of a participant's employment for any reason during the restriction
period, all restricted stock will be forfeited by the participant. The maximum
number of shares of restricted stock that may be granted to an employee in a
calendar year is 150,000 shares.

PHANTOM SHARES

The Compensation Committee may grant Awards of phantom shares, payable in
cash, shares of Class B Common Stock or a combination thereof, in consideration
of the fulfillment of such conditions as the Compensation Committee may specify.
The maximum number of phantom shares that may be granted to an employee in any
calendar year is 150,000 phantom shares.

PERFORMANCE UNITS

Performance units are units equivalent to $100 (or such other value as the
Compensation Committee determines) and may consist of payments in cash, shares
of Class B Common Stock or a combination thereof, payable upon the achievement
of certain performance goals. The Compensation Committee shall determine the
performance goals to be achieved during any performance period and the length of
any performance period. The maximum amount of compensation that may be subject
to any performance unit grant made to any one employee in a calendar year is
$1.5 million.

BONUS STOCK

The Compensation Committee may deliver unrestricted awards of Class B
Common Stock to eligible employees as additional compensation for the employee's
services to the Company.

22
<PAGE> 26

CASH TAX RIGHTS

The Compensation Committee may grant cash tax rights in tandem with any
Award payable in shares of Class B Common Stock. A cash tax right is a right to
receive cash upon receipt of the shares of Class B Common Stock pursuant to the
tandem Award.

PERFORMANCE GOALS

The Compensation Committee may subject any Award to the attainment of
certain performance goals. Such performance goals, which may be described in
terms of Company-wide objectives, in terms of objectives that are related to
performance of the division, department or function within the Company or a
subsidiary in which the employee receiving the Award is employed or in
individual or other terms, and which will relate to a period of time determined
by the Compensation Committee. The performance goals intended to qualify under
Section 162(m) of the Code shall be with respect to one or more of the
following: (i) earnings before interest, taxes, depreciation and amortization
expenses ("EBITDA"); (ii) earnings before interest and taxes ("EBIT"); (iii)
EBITDA, EBIT or earnings before taxes and unusual or nonrecurring items as
measured either against the annual budget or as a ratio to revenue; return on
total capital; (iv) total stockholder return; (v) stock price performance; (vi)
average revenue per available seat mile; (vii) average cost per available seat
mile; and (viii) surveys of airline customer satisfaction. Which objectives to
use with respect to an Award, the weighting of the objectives if more than one
is used, and whether the objective is to be measured against a
Company-established budget or target, an index or a peer group of airlines,
shall be determined by the Compensation Committee in its discretion at the time
of grant of the Award. A performance goal need not be based on an increase or a
positive result and may include, for example, maintaining the status quo or
limiting economic losses. With respect to an Award that is subject to
performance goals, the Compensation Committee must first certify that the
performance goals have been achieved before the Award may be paid.

TRANSFERABILITY

No Award under the Incentive Plan that has not become payable or earned
will be transferable other than by will or the laws of descent and distribution.

ADJUSTMENTS

The Compensation Committee may provide for adjustment of Awards under the
Incentive Plan if it determines such adjustment is required to prevent dilution
or enlargement of the rights of participants in the Incentive Plan that would
otherwise result from a stock dividend, stock split, combination of shares,
recapitalization, merger, consolidation, reorganization or other similar
corporate transaction.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES RELATING TO AWARDS
UNDER THE INCENTIVE PLAN

The following is a brief summary of certain of the federal income tax
consequences of certain transactions under the Incentive Plan based on federal
income tax laws in effect on January 1, 1995. This summary is not intended to be
exhaustive and does not describe state or local tax consequences. Additional or
different federal income tax consequences to the employee or the Company may
result depending upon other considerations not described below.

TAX CONSEQUENCES TO PARTICIPANTS

NON-QUALIFIED STOCK OPTIONS. In general: (i) no income will be recognized
by an optionee at the time a non qualified stock option (an option not qualified
under Section 422 of the Code) ("NQO") is granted; (ii) at the time of exercise
of a NQO, ordinary income will be recognized by the optionee in an amount equal
to the difference between the option price paid for the shares and the fair
market value of the shares if they are nonrestricted on the date of exercise;
and (iii) at the time of sale of shares acquired pursuant to the exercise of

23
<PAGE> 27

a NQO, any appreciation (or depreciation) in the value of the shares after the
date of exercise will be treated as either short term or long term capital gain
(or loss) depending on how long the shares have been held.

INCENTIVE STOCK OPTIONS. No income generally will be recognized by an
optionee upon the grant or exercise of an ISO, although the excess of the fair
market value on the date of exercise over the option price is included in
alternative minimum taxable income for alternative minimum tax purposes. If
shares of Class B Common Stock are issued to an optionee pursuant to the
exercise of an ISO and no disqualifying disposition of the shares is made by the
optionee within two years after the date of grant or within one year after the
transfer of the shares to the optionee, then, upon the sale of the shares, any
amount realized in excess of the option price will be taxed to the optionee as
long term capital gain and any loss sustained will be a long term capital loss.

If shares of Class B Common Stock acquired upon the exercise of an ISO are
disposed of prior to the expiration of either holding period described above,
the optionee generally will recognize ordinary income in the year of disposition
in an amount equal to any excess of the fair market value of the shares at the
time of exercise (or, if less, the amount realized on the disposition of the
shares in a sale or exchange) over the option price paid for the shares. Any
further gain (or loss) realized by the optionee generally will be taxed as short
term or long term capital gain (or loss) depending on the holding period.

STOCK APPRECIATION RIGHTS. No income will be recognized by a participant
in connection with the grant of an SAR. When the SAR is exercised, the
participant normally will be required to include as taxable ordinary income in
the year of exercise an amount equal to the amount of any cash and the fair
market value of any nonrestricted shares of Class B Common Stock received
pursuant to the exercise.

RESTRICTED STOCK. A recipient of restricted stock generally will be
subject to tax at ordinary income rates on the fair market value of the
restricted stock reduced by any amount paid by the recipient at such time as the
shares are no longer subject to a risk of forfeiture or restrictions on transfer
for purposes of Section 83 of the Code. However, a recipient who so elects under
Section 83(b) of the Code within 30 days of the date of transfer of shares will
have taxable ordinary income on the date of transfer of the shares equal to the
excess of the fair market value of the shares (determined without regard to the
risk of forfeiture or restrictions on transfer) over any purchase price paid for
the shares. If a Section 83(b) election has not been made, any dividends
received with respect to restricted stock that are subject at that time to a
risk of forfeiture or restrictions on transfer generally will be treated as
compensation that is taxable as ordinary income to the recipient.

PERFORMANCE UNITS. No income generally will be recognized upon the grant
of performance units. Upon payment in respect of earned performance units, the
recipient generally will be required to include as taxable ordinary income in
the year of receipt an amount equal to the amount of cash received and the fair
market value of any nonrestricted shares of Class B Common Stock received less
any amount paid for such award at the time of payment or transfer pursuant to
the achievement of the performance goals.

BONUS STOCK. The recipient of bonus stock generally will be subject to tax
at ordinary income rates on the fair market value of nonrestricted shares of
Class B Common Stock on the date that such shares are transferred to the
recipient, reduced by any amount paid by the recipient, and the capital gain or
loss holding period for such shares will also commence on that date.

CASH TAX RIGHTS. No income will be recognized upon the grant of a cash tax
right. The recipient of a cash tax right will be subject to tax at ordinary
income rates on the cash received pursuant to the Award.

SPECIAL RULES APPLICABLE TO OFFICERS AND DIRECTORS. Where the sale of
stock that is received as the result of a grant of an Award could subject an
officer or director to suit under Section 16(b) of the Exchange Act, the tax
consequences to the officer or director may differ from the tax consequences
described above. In these circumstances, the principal difference usually will
be to postpone the taxation (and valuation) of the stock received so long as the
sale of the stock received could subject the officer or director to suit under
Section 16(b) of the Exchange Act, but not longer than six months.

24
<PAGE> 28

TAX CONSEQUENCES TO THE COMPANY

To the extent that a participant recognizes ordinary income in the
circumstances described above, the Company or subsidiary for which the
participant performs services will be entitled to a corresponding deduction for
federal income tax purposes provided that, among other things, (i) the income
meets the test of reasonableness, is an ordinary and necessary business expense
and is not an "excess parachute payment" within the meaning of Section 280G of
the Code and (ii) the $1 million limitation of Section 162(m) of the Code is not
exceeded.

GRANTS UNDER THE INCENTIVE PLAN

Future Awards under the Incentive Plan which may be made to executive
officers and other employees are not presently determinable. If the stockholders
approve the Incentive Plan, such Awards will be made at the discretion of the
Compensation Committee in accordance with its compensation policies and the
provisions of the Incentive Plan. Certain stock options and stock awards have
been granted to executive officers and to non-employee directors under the
Incentive Plan. All of such awards are subject to stockholder approval of the
Incentive Plan. Awards granted to the date hereof include non-qualified stock
options and a grant of restricted stock to Mr. Franke. All of the options have
an exercise price equal to or greater than the fair market value of the stock on
the date of grant. For a discussion of other terms of such options, see
"Compensation Committee Report -- Stock Based Compensation." The Compensation
Committee has identified five tiers of employees eligible to receive Awards
under the Incentive Plan. Such tiers currently consist of (i) the chief
executive officer, (ii) the chief operating officer, (iii) senior vice
presidents (6 persons), (iv) vice presidents (12 persons) and (v) senior
directors (18 persons). Information regarding Awards granted to date, subject to
stockholder approval of the Incentive Plan, and the value of the shares
underlying the Awards is set forth in the table below.

INCENTIVE PLAN
PLAN BENEFITS

<TABLE>
<CAPTION>
DOLLAR VALUE SHARES
OF SHARES UNDERLYING
NAME AND POSITION UNDERLYING AWARDS($) AWARDS
- - - - ------------------------------------------------------------ -------------------- ----------
<S> <C> <C>
William A. Franke, Chairman of the Board and
Chief Executive Officer................................... 2,592,923(1) 296,334
A. Maurice Myers, President and Chief Operating Officer..... 1,750,000(2) 200,000
Martin J. Whalen, Senior Vice President-Corporate Affairs
and Secretary............................................. 743,750(2) 85,000
Raymond T. Nakano, Vice President and Controller............ 743,750(2) 85,000
Thomas P. Burns, Vice President-Sales....................... 262,500(2) 30,000
Executive officers as a group (12 persons).................. [ ](2) [ ]
Non-employee directors as a group (13 persons)(3)........... 341,250(2) 39,000
Non-executive employees as a group.......................... [ ](2) [ ]
</TABLE>

- - - - ---------------
(1) Includes 11,000 shares and 30,334 shares of restricted Class B Common Stock
granted to Mr. Franke in January 1995. Also includes a fully-vested option
to purchase 255,000 shares of Class B Common Stock at an exercise price of
$8.75 per share.

(2) Based on the closing price per share of the Common Stock of $8.75 on
December 1, 1994. On March 17, 1995, the average trading price for the Class
B Common Stock was $ .

(3) The day after the Meeting, such non-employee directors will receive
additional options to purchase 39,000 shares in the aggregate. The exercise
price of such options will be equal to the fair market value of the Class B
Common Stock on the date of grant.

25
<PAGE> 29

PROPOSAL 3:

APPROVAL OF STOCK GIFT TO TAX-EXEMPT, NON-PROFIT CORPORATION

IT IS PROPOSED THAT THE COMPANY BE AUTHORIZED, AT SUCH TIME OR TIMES AND
UPON SUCH TERMS AND CONDITIONS AS THE COMPANY'S BOARD OF DIRECTORS MAY DETERMINE
IN ITS SOLE DISCRETION, TO CONTRIBUTE UP TO 250,000 SHARES OF CLASS B COMMON
STOCK TO A NON-PROFIT CORPORATION WHICH (I) QUALIFIES AS AN EXEMPT ORGANIZATION
UNDER SECTION 501(C)(3) OF THE CODE AND (II) IS OPERATED EXCLUSIVELY FOR
CHARITABLE, SCIENTIFIC, LITERARY OR EDUCATIONAL PURPOSES. THE BOARD OF DIRECTORS
HAS CONCLUDED THAT APPROVAL OF THE PROPOSAL IS IN THE BEST INTERESTS OF THE
COMPANY AND ITS STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
PROPOSAL. PROPOSAL 3 WILL BE ADOPTED BY A PLURALITY OF THE VOTES CAST AT THE
MEETING AND ENTITLED TO VOTE.

If the proposal is approved, the Company intends to organize a non-profit
corporation (the "Foundation") and to cause the Foundation to qualify as an
exempt organization under Section 501(c)(3) of the Code. The Foundation would be
managed by two or more directors, all of whom are expected to be directors
and/or officers of the Company. No part of the net profits of the Foundation
would inure to the benefit of, nor would any assets of the Foundation be
distributed to, the Company. The Foundation would be devoted exclusively to
charitable, scientific, literary and educational purposes. Gifts and other
distributions by the Foundation would require the approval of the Foundation's
board of directors and would be made at such time and in such manner so as not
to subject the Foundation to the tax on undistributed income imposed by Section
4942 of the Code. Initially, the sole source of the Foundation's funds would be
contributions from the Company and the earnings and profits derived from such
contributions. As indicated above, the Company may contribute up to 250,000
shares of Class B Common Stock to the Foundation. The Company may also
contribute to the Foundation from time to time such cash or other Company assets
as the Company's Board of Directors may approve in its sole discretion. Under no
circumstances, however, would the Company become obligated to make contributions
to the Foundation.

The Foundation would be authorized, with the approval of its board of
directors and subject to any restrictions and limitations imposed by applicable
laws, to sell any of its assets, including shares of Class B Common Stock held
by it. All proceeds from sales by the Foundation would go to the Foundation and
would be used for its charitable purposes. As fiduciaries of the Foundation, its
directors would be required to act in in good faith, with ordinary care and in a
manner they reasonably believe to be in the best interest of the Foundation.

26
<PAGE> 30

APPENDIX A

AMERICA WEST AIRLINES, INC.
1994 INCENTIVE EQUITY PLAN

EFFECTIVE AS OF DECEMBER 1, 1994
<PAGE> 31

AMERICA WEST AIRLINES, INC.

1994 INCENTIVE EQUITY PLAN

America West Airlines, Inc., a Delaware corporation (the "Company"), hereby
establishes this America West Airlines, Inc., 1994 Incentive Equity Plan (this
"Plan"), effective as of December 1, 1994, subject to stockholder approval.

1. Purpose. The purpose of the Plan is to promote the interests of the
Company by encouraging employees of the Company and its Subsidiaries and the
Nonemployee Directors of the Company to acquire or increase their equity
interests in the Company and to provide a means whereby employees may develop a
sense of proprietorship and personal involvement in the development and
financial success of the Company, and to encourage them to remain with and
devote their best efforts to the business of the Company, thereby advancing the
interests of the Company and its stockholders. The Plan is also contemplated to
enhance the ability of the Company and its Subsidiaries to attract and retain
the services of individuals who are essential for the growth and profitability
of the Company.

2. Definitions. As used in this Plan:

(a) "Appreciation Right" means a right granted pursuant to Paragraph
5.

(b) "Award" means an Appreciation Right, an Option Right, a Director
Option, Phantom Shares, a Performance Unit, Bonus Stock, Restricted Stock
or a Cash Tax Right.

(d) "Bonus Stock" means unrestricted shares of Common Stock granted
pursuant to Paragraph 9.

(e) "Cash Tax Right" means a right granted pursuant to Paragraph 10.

(f) "Change in Control" shall occur if:

(i) the individuals who, as of December 1, 1994, constitute the
Board (the "Incumbent Board"), cease for any reason to constitute at
least a majority of the Board; provided, however, that any individual
becoming a director subsequent to December 1, 1994 whose election, or
nomination for election by the Company's 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 Securities Exchange Act of 1934, as
amended), but not including David Bonderman or James G. Coulter or any
individual, entity or group which is controlled (whether directly or
indirectly and whether through ownership of voting securities, contract
or otherwise) by David Bonderman and/or James G. Coulter, acquires
(directly or indirectly) the beneficial ownership (within the meaning of
Rule 13d-3 promulgated under such Act) of more than 50% of the combined
voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors ("Voting
Power"); or

(iii) any shares of Common Stock or any other voting securities of
the Company shall be purchased pursuant to a tender or exchange offer
(other than a tender or exchange offer made by the Company); or

(iv) the Company's stockholders shall approve a merger or
consolidation, sale or disposition of all or substantially all of the
Company's assets or a plan of liquidation or dissolution of the Company,
other than (A) a merger or consolidation in which the voting securities
of the Company outstanding immediately prior thereto will become (by
operation of law), or are to be converted into, voting securities of the
surviving corporation or its parent corporation immediately after such
merger or consolidation 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, (B) a merger or consolidation
effected to implement a

A-1
<PAGE> 32

recapitalization of the Company (or similar transaction) in which no
person acquires more than 50% of the Voting Power or (C) a merger or
consolidation in which the Company is the surviving corporation and such
transaction was determined not to be a Change in Control, which
transaction and determination was approved by a majority of the Board in
actions taken prior to, and with respect to, such transaction.

(g) "Code" means the Internal Revenue Code of 1986, as in effect from
time to time.

(h) "Committee" means the Compensation/Human Resources Committee of
the Board.

(i) "Common Stock" means the Class B Common Stock, $0.01 par value, of
the Company or any security into which such Common Stock may be changed by
reason of any transaction or event of the type described in Paragraph 13.

(j) "Date of Grant" means (i) with respect to an Award other than a
Director Option, the date specified by the Committee on which such Award
will become effective (which date will not be earlier than the date on
which the Committee takes action with respect thereto) and (ii) with
respect to a Director Option, the automatic date of grant as provided in
Paragraph 11.

(k) "Director Option" means the right to purchase a share of Common
Stock upon exercise of an option granted pursuant to Paragraph 11.

(l) "Dividend Equivalent" means, with respect to a Phantom Share, an
amount equal to the amount of any dividends that are declared and become
payable after the Date of Grant for such Award and on or before the date
such Award is paid or forfeited, as the case may be.

(m) "Grant Price" means the price per share of Common Stock at which
an Appreciation Right not granted in tandem with an Option Right is
granted.

(n) "Management Objectives" means the objectives, if any, established
by the Committee that are to be achieved with respect to an Award granted
under this Plan, which may be described in terms of Company-wide
objectives, in terms of objectives that are related to performance of the
division, Subsidiary, department or function within the Company or a
Subsidiary in which the Participant receiving the Award is employed or in
individual or other terms, and which will relate to the period of time
(Performance Cycle) determined by the Committee. The Management Objectives
intended to qualify under Section 162(m) of the Code shall be with respect
to one or more of the following: (i) earnings before interest, taxes,
depreciation and amortization expenses ("EBITDA"); (ii) earnings before
interest and taxes ("EBIT"); (iii) EBITDA, EBIT or earnings before taxes
and unusual or nonrecurring items as measured either against the annual
budget or as a ratio to revenue; return on total capital; (iv) total
stockholder return; (v) stock price performance; (vi) revenue per average
seat mile; (vii) costs per average seat mile; and (viii) customer
satisfaction rating using the PLOG survey. Which objectives to use with
respect to an Award, the weighting of the objectives if more than one is
used, and whether the objective is to be measured against a
Company-established budget or target, an index or a peer group of airlines,
shall be determined by the Committee in its discretion at the time of grant
of the Award. A Management Objective need not be based on an increase or a
positive result and may include, for example, maintaining the status quo or
limiting economic losses. The Committee, in its sole discretion and without
the consent of the Participant, may amend an Award to reflect (1) a change
in corporate capitalization, such as a stock split or dividend, (2) a
corporate transaction, such as a corporate merger, a corporate
consolidation, any corporate separation (including a spinoff or other
distribution of stock or property by a corporation), any corporate
reorganization (whether or not such reorganization comes within the
definition of such term in section 368), or (3) any partial or complete
corporate liquidation. With respect to an Award that is subject to
Management Objectives, the Committee must first certify that the Management
Objectives have been achieved before the Award may be paid.

(o) "Market Value per Share" means, at any date, the closing sale
price per share of the Common Stock on that date (or, if there are no sales
on that date, the last preceding date on which there was a sale) in the
principal market in which the Common Stock is traded.

A-2
<PAGE> 33

(p) "Nonemployee Director" means a director of the Company who is not
also an employee of the Company or a Subsidiary.

(q) "Option Price" means the purchase price per share payable on
exercise of an Option Right or Director Option.

(r) "Option Right" means the right to purchase a share of Common Stock
upon exercise of an option granted pursuant to Paragraph 4.

(s) "Participant" means an employee of the Company or any of its
Subsidiaries who is selected by the Committee to receive an Award under any
of Paragraphs 4 through 10 and shall also include a Nonemployee Director
who has received an automatic grant of Director Options pursuant to
Paragraph 11.

(t) "Performance Unit" means a unit equivalent to $100 (or such other
value as the Committee determines) awarded pursuant to Paragraph 8.

(u) "Phantom Shares" means notional shares of Common Stock awarded
pursuant to Paragraph 7.

(v) "Restricted Stock" means shares of Common Stock granted or sold
pursuant to Paragraph 6 as to which neither the ownership restrictions nor
the restriction on transfers referred to therein has expired.

(w) "Rule 16b-3" means Rule 16b-3 of the Securities and Exchange
Commission (or any successor rule to the same effect) as in effect from
time to time.

(x) "Spread" means the amount determined by multiplying (a) the excess
of the Market Value per Share on the date when an Appreciation Right is
exercised over the Option Price provided for in the related Option Right
or, if there is no tandem Option Right, the Grant Price provided for in the
Appreciation Right by (b) the number of shares of Common Stock in respect
of which the Appreciation Right is exercised.

(y) "Subsidiary" means, at any time, any corporation in which at the
time the Company then owns or controls, directly or indirectly, not less
than 50% of the total combined voting power represented by all classes of
stock issued by such corporation.

3. Shares Available Under Plan. Subject to adjustments as provided in
Paragraph 13, (i) 3,500,000 is the maximum number of shares of Common Stock
which may be issued or transferred and covered by all outstanding Awards under
this Plan, of which number no more than 1,500,000 shares will be issued or
transferred as Restricted Stock or Bonus Stock, and (ii) 350,000 is the maximum
number of shares of Common Stock which may be issued pursuant to or covered by
Option Rights and Appreciation Rights granted under this Plan to any one
Participant during any calendar year. Such shares may be shares of original
issuance or treasury shares or a combination of the foregoing. Upon exercise of
any Appreciation Rights or the payment of any Phantom Shares, there will be
deemed to have been delivered under this Plan for purposes of this Paragraph 3
the number of shares of Common Stock covered by the Appreciation Rights or equal
to the Phantom Shares, as applicable, regardless of whether such Appreciation
Rights or Phantom Shares were paid in cash or shares of Common Stock. Subject to
the provisions of the preceding sentence, any shares of Common Stock which are
subject to Option Rights, Appreciation Rights, or Phantom Shares awarded or sold
as Restricted Stock that are terminated, unexercised, forfeited or surrendered
or which expire for any reason will again be available for issuance under this
Plan, unless, with respect to Restricted Stock, the Participant has received
benefits of ownership with respect to such shares, such as dividends, but not
including voting rights.

A-3
<PAGE> 34

4. Option Rights. The Committee may from time to time authorize grants to
any Participant of options to purchase shares of Common Stock upon such terms
and conditions as it may determine in accordance with the following provisions:

(a) Each grant will specify the number of shares of Common Stock to
which it pertains.

(b) Each grant will specify its Option Price, which may not be less
than 100% of the Market Value per Share on the Date of Grant.

(c) Each grant will specify that the Option Price will be payable (i)
in cash by check acceptable to the Company, (ii) by the transfer to the
Company of shares of Common Stock already-owned by the optionee having an
aggregate Market Value per Share at the date of exercise equal to the
aggregate Option Price, (iii) from the proceeds of a sale through a broker
of some or all of the shares to which such exercise relates, or (iv) by a
combination of such methods of payment.

(d) Successive grants may be made to the same Participant whether or
not any Option Rights previously granted to such Participant remain
unexercised.

(e) Each grant will specify the required period or periods of
continuous service by the Participant with the Company and/or any
Subsidiary and/or the Management Objectives (if any) to be achieved before
the Option Rights or installments thereof will become exercisable, and any
grant may provide for the earlier exercise of the Option Rights in the
event of a Change in Control or other corporate transaction or event or
upon termination of the Participant's employment due to death, disability,
retirement or otherwise.

(f) Each grant the exercise of which, or the timing of the exercise of
which, is dependent, in whole or in part, on the achievement of Management
Objectives may specify a minimum level of achievement in respect of the
specified Management Objectives below which no Options Rights will be
exercisable and may set forth a formula or other method for determining the
number of Option Rights that will be exercisable if performance is at or
above such minimum but short of full achievement of the Management
Objectives.

(g) Option Rights granted under this Plan may be (i) options which are
intended to qualify as incentive stock options under Section 422 of the
Code, (ii) options which are not intended to so qualify or (iii)
combinations of the foregoing.

(h) Each grant shall specify the period during which the Option Right
may be exercised, but no Option Right will be exercisable more than ten
years from the Date of Grant.

(i) Each grant of Option Rights will be evidenced by an agreement
executed on behalf of the Company by any officer and delivered to the
Participant and containing such terms and provisions, consistent with this
Plan, as the Committee may approve.

5. Appreciation Rights. The Committee may also from time to time authorize
grants to any Participant of Appreciation Rights upon such terms and conditions
as it may determine in accordance with this Paragraph. Appreciation Rights may
be granted in tandem with Option Rights or separate and apart from a grant of
Option Rights. An Appreciation Right will be a right of the Participant granted
such Award to receive from the Company, upon exercise, an amount which will be
determined by the Committee at the Date of Grant and will be expressed as a
percentage of the Spread (not exceeding 100%) at the time of exercise. An
Appreciation Right granted in tandem with an Option Right may be exercised only
by surrender of the related Option Right. Each grant of an Appreciation Right
may utilize any or all of the authorizations, and will be subject to all of the
limitations, contained in the following provisions:

(a) Each grant will state whether it is made in tandem with Option
Rights and, if not made in tandem with any Option Rights, will specify the
number of shares of Common Stock in respect of which it is made.

A-4
<PAGE> 35

(b) Each grant made in tandem with Option Rights will specify the
Option Price and each grant not made in tandem with Option Rights will
specify the Grant Price, which in either case will not be less than 100% of
the Market Value per Share on the Date of Grant.

(c) Any grant may specify that the amount payable on exercise of an
Appreciation Right may be paid by the Company in (i) cash, (ii) shares of
Common Stock having an aggregate Market Value per Share equal to the Spread
or (iii) any combination thereof, as determined by the Committee in its
sole discretion.

(d) Any grant may specify that the amount payable on exercise of an
Appreciation Right may not exceed a maximum specified by the Committee at
the Date of Grant (valuing shares of Common Stock for this purpose at their
Market Value per Share at the date of exercise).

(e) Each grant will specify the required period or periods of
continuous service by the Participant with the Company and/or any
Subsidiary and/or Management Objectives to be achieved before the
Appreciation Rights or installments thereof will become exercisable, and
will provide that no Appreciation Right may be exercised except at a time
when the Spread is positive and, with respect to any grant made in tandem
with Option Rights, when the related Option Right is also exercisable. Any
grant may provide for the earlier exercise of the Appreciation Rights in
the event of a Change in Control or other corporate transaction or event or
upon the Participant's termination due to death, disability or retirement.

(f) Each grant the exercise of which, or the timing of the exercise of
which, is dependent, in whole or in part, on the achievement of Management
Objectives may specify a minimum level of achievement in respect of the
specified Management Objectives below which no Appreciation Rights will be
exercisable and may set forth a formula or other method for determining the
number of Appreciation Rights that will be exercisable if performance is at
or above such minimum but short of full achievement of the Management
Objectives.

(g) Each grant of an Appreciation Right will be evidenced by an
agreement executed on behalf of the Company by any officer and delivered to
and accepted by the Participant receiving the grant, which agreement will
describe such Appreciation Right, identify any Option Right granted in
tandem with such Appreciation Right, state that such Appreciation Right is
subject to all the terms and conditions of this Plan and contain such other
terms and provisions, consistent with this Plan, as the Committee may
approve.

6. Restricted Stock. The Committee may also from time to time authorize
grants or sales to any Participant of Restricted Stock upon such terms and
conditions as it may determine in accordance with the following provisions:

(a) Each grant or sale will constitute an immediate transfer of the
ownership of shares of Common Stock to the Participant in consideration of
the performance of services, entitling such Participant to voting and other
ownership rights, but subject to the restrictions hereinafter referred to.
Each grant or sale may limit the Participant's dividend rights during the
period in which the shares of Restricted Stock are subject to any such
restrictions.

(b) Each grant or sale will specify the Management Objectives, if any,
that are to be achieved in order for the ownership restrictions to lapse.
Each grant or sale that is subject to the achievement of Management
Objectives will specify a minimum acceptable level of achievement in
respect of the specified Management Objectives below which the shares of
Restricted Stock will be forfeited and may set forth a formula or other
method for determining the number of shares of Restricted Stock with
respect to which restrictions will lapse if performance is at or above such
minimum but short of full achievement of the Management Objectives.

(c) Each such grant or sale may be made without additional
consideration or in consideration of a payment by such Participant that is
less than the Market Value per Share at the Date of Grant.

(d) Each such grant or sale will provide that the shares of Restricted
Stock covered by such grant or sale will be subject, for a period to be
determined by the Committee at the Date of Grant, to one or more

A-5
<PAGE> 36

restrictions, including, without limitation, a restriction that constitutes
a "substantial risk of forfeiture" within the meaning of Section 83 of the
Code and the regulations thereunder, and any grant or sale may provide for
the earlier termination of such period in the event of a Change in Control
or other corporate transaction or event or upon termination of the
Participant's employment due to death, disability, retirement or otherwise.

(e) Each such grant or sale will provide that during the period for
which such restriction or restrictions are to continue, the transferability
of the Restricted Stock will be prohibited or restricted in a manner and to
the extent prescribed by the Committee at the Date of Grant (which
restrictions may include, without limitation, rights of repurchase or first
refusal in the Company or provisions subjecting the Restricted Stock to
continuing restrictions in the hands of any transferee).

(f) Each grant or sale of Restricted Stock will be evidenced by an
agreement executed on behalf of the Company by any officer and delivered to
and accepted by the Participant and containing such terms and provisions,
consistent with this Plan, as the Committee may approve.

(g) Unless otherwise approved by the Committee, certificates
representing shares of Common Stock transferred pursuant to a grant of
Restricted Stock will be held in escrow pursuant to an agreement
satisfactory to the Committee until such time as the restrictions on
transfer have expired or the shares have been forfeited.

(h) The maximum number of shares of Restricted Stock that may be
granted or sold to any one Participant in any calendar year is 150,000
shares.

7. Phantom Shares. The Committee may also from time to time authorize
grants to any Participant of Phantom Shares upon such terms and conditions as it
may determine in accordance with the following provisions:

(a) Each grant will specify the number of Phantom Shares to which it
pertains and the payment or crediting of any Dividend Equivalents with
respect to such Phantom Shares.

(b) Each grant will specify the Management Objectives, if any, that
are to be achieved in order for the Phantom Shares to be earned. Each grant
that is subject to the achievement of Management Objectives will specify a
minimum acceptable level of achievement in respect of the specified
Management Objectives below which the Phantom Shares will be forfeited and
may set forth a formula or other method for determining the number of
Phantom Shares to be earned if performance is at or above such minimum but
short of full achievement of the Management Objectives.

(c) Each grant will specify the time and manner of payment of Phantom
Shares which have been earned, which payment may be made in (i) cash, (ii)
shares of Common Stock or (iii) any combination thereof, as determined by
the Committee in its sole discretion.

(d) Each grant of Phantom Shares will be evidenced by an agreement
executed on behalf of the Company by any officer and delivered to and
accepted by the Participant and containing such terms and provisions,
consistent with this Plan, as the Committee may approve, including
provisions relating to a Change in Control or other corporate transaction
or event or upon the Participant's termination due to death, disability or
retirement.

(e) The maximum number of Phantom Shares that may be granted to any
one Participant in any calendar year is 150,000 shares.

8. Performance Units. The Committee may also from time to time authorize
grants to any Participant of Performance Units upon such terms and conditions as
it may determine in accordance with the following provisions:

(a) Each grant will specify the number of Performance Units to which
it pertains.

(b) Each grant will specify the Management Objectives that are to be
achieved in order for the Performance Units to be earned. Each grant will
specify a minimum acceptable level of achievement in

A-6
<PAGE> 37

respect of the specified Management Objectives below which no payment will
be made and may set forth a formula or other method for determining the
amount of payment to be made if performance is at or above such minimum but
short of full achievement of the Management Objectives.

(c) Each grant will specify the time and manner of payment of
Performance Units which have become payable, which payment may be made in
(i) cash, (ii) shares of Common Stock having an aggregate Market Value per
Share equal to the aggregate value of the Performance Units which have
become payable or (iii) any combination thereof, as determined by the
Committee in its sole discretion at the time of payment.

(d) Each grant of a Performance Unit will be evidenced by an agreement
executed on behalf of the Company by any officer and delivered to and
accepted by the Participant and containing such terms and provisions,
consistent with this Plan, as the Committee may approve, including
provisions relating to a Change in Control or other corporate transaction
or event or upon the Participant's termination of employment due to death,
disability, retirement or otherwise.

(e) The maximum amount of compensation that may be made subject to any
Performance Unit grant made to any one Participant in any calendar year is
$1.5 million.

9. Bonus Stock. The Committee may also from time to time authorize grants
to any Participant of Bonus Stock, which shall constitute a transfer of shares
of Common Stock, without other payment therefor, as additional compensation for
the Participant's services to the Company or its Subsidiaries.

10. Cash Tax Rights. (a) The Committee may also from time to time
authorize grants to any Participant of Cash Tax Rights upon such terms and
conditions as it may determine in accordance with this Paragraph. Cash Tax
Rights may be granted in tandem with any Award that is payable in shares of
Common Stock. A Cash Tax Right will be the right of the Participant granted such
Award to receive from the Company, upon receipt of shares of Common Stock
pursuant to the tandem Award, an amount of cash, which will be determined by the
Committee at the Date of Grant and will be expressed as a percentage of the
Market Value per Share (not exceeding 100%) of each share of Common Stock
received upon payment of the tandem Award.

(b) Each grant of a Cash Tax Right will (i) state the Award it is made in
tandem with and will specify the percentage of the Market Value per Share that
shall be payable in cash and (ii) be evidenced by an agreement extended on
behalf of the Company by any officer and delivered to and accepted, by the
Participant and containing such terms and provisions, consistent with this Plan,
as the Committee may approve, including provisions relating to a Change in
Control or other corporate transaction or event or upon the Participant's
termination of employment due to death, disability, retirement or otherwise.

11. Director Options. (a) Each Nonemployee Director who serves in such
capacity on December 31, 1994 shall automatically receive, on such date, a
Director Option for 3,000 shares of Common Stock. Each Nonemployee Director who
is elected or appointed to the Board for the first time after the effective date
of this Plan shall automatically receive, on the date of his or her election or
appointment, a Director Option for 3,000 shares of Common Stock.

(b) On the day following the regular annual meeting of the stockholders of
the Company in each year that this Plan is in effect (commencing with the 1995
annual meeting of stockholders), each Nonemployee Director who is in office on
that day and who was not elected for the first time at such annual meeting shall
automatically receive a Director Option for 3,000 shares of Common Stock.

(i) Each Director Option shall become exercisable (vested) on the
first day that is more than six months following its Date of Grant;
provided that in no event shall any Director Option be exercisable prior to
the approval of this Plan by the Company's stockholders.

(ii) The Option Price of each Director Option shall be the Market
Value per Share on its Date of Grant.

A-7
<PAGE> 38

(iii) Each Director Option that is vested may be exercised in full at
one time or in part from time to time by giving written notice to the
Company, stating the number of shares of Common Stock with respect to which
the Director Option is being exercised, accompanied by payment in full of
the Option Price for such shares, which payment may be (i) in cash by check
acceptable to the Company, (ii) by the transfer to the Company of shares of
Common Stock already-owned by the optionee having an aggregate Market Value
per Share at the date of exercise equal to the aggregate Option Price,
(iii) from the proceeds of a sale through a broker of some or all of the
shares to which such exercise relates, or (iv) by a combination of such
methods of payment.

(iv) Each Director Option shall expire 10 years from the Date of Grant
thereof, but shall be subject to earlier termination as follows: Director
Options, to the extent exercisable as of the date a Nonemployee Director
ceases to serve as a director of the Company, must be exercised within
three months of such date unless such termination from the Board results
from the Nonemployee Director's death, disability or retirement, in which
case the Director Options may be exercised by the optionee or the
optionee's legal representative or the person to whom the Nonemployee
Director's rights shall pass by will or the laws of descent and
distribution, as the case may be, within three years from the date of
termination; provided however, that no such event shall extend the normal
expiration date of such Director Options.

(v) In the event that the number of shares of Common Stock available
for grants under this Plan is insufficient to make all automatic grants
provided for in this Paragraph 11 on the applicable date, then all
Nonemployee Directors who are entitled to a grant on such date shall share
ratably in the number of shares then available for grant under this Plan,
and shall have no right to receive a grant with respect to the deficiencies
in the number of available shares and all future grants under this
Paragraph 11 shall terminate.

(vi) Grants made pursuant to this Paragraph 11 shall be subject to all
of the terms and conditions of this Plan; however, if there is a conflict
between the terms and conditions of this Paragraph 11 and the terms and
conditions of any other Paragraph, then the terms and conditions of this
Paragraph 11 shall control. The Committee may not exercise any discretion
with respect to this Paragraph 11 which would be inconsistent with the
intent that this Plan meet the requirements of Rule 16b-3.

12. Transferability. No Award that has not become payable or earned will
be transferable by a Participant other than by will or the laws of descent and
distribution. Director Options, Option Rights or Appreciation Rights will be
exercisable during the Participant's lifetime only by the Participant or by the
Participant's guardian or legal representative.

13. Adjustments. The Board may make or provide for such adjustments in the
maximum number of shares specified in Paragraph 3, in the numbers of shares of
Common Stock covered by outstanding Director Options, Option Rights,
Appreciation Rights and Phantom Shares granted hereunder, in the Option Price or
Grant Price applicable to any such Director Options, Option Rights and
Appreciation Rights, and/or in the kind of shares covered thereby (including
shares of another issuer), as the Board, in its sole discretion exercised in
good faith, may determine is equitably required to prevent dilution or
enlargement of the rights of Participants that otherwise would result from any
stock dividend, stock split, combination of shares, recapitalization or other
change in the capital structure of the Company, merger, consolidation,
reorganization, partial or complete liquidation, issuance of rights or warrants
to purchase securities or any other corporation transaction or event having an
effect similar to any of the foregoing.

14. Fractional Shares. The Company will not be required to issue any
fractional share of Common Stock pursuant to this Plan. The Committee may
provide for the elimination of fractions for the settlement of fractions in
cash.

15. Withholding of Taxes. To the extent that the Company is required to
withhold federal, state, local or foreign taxes in connection with any grant or
payment made to a Participant or any other person under this Plan, or is
requested by a Participant to withhold additional amounts with respect to such
taxes, and the amounts available to the Company for such withholding are
insufficient, it will be a condition to the receipt of such grant or payment
that the Participant or such other person make arrangements satisfactory to the

A-8
<PAGE> 39

Company for the payment of balance of the such taxes required or requested to be
withheld, which arrangements in the discretion the Committee may include
relinquishment of a portion of such Award or payment. With respect to any
Participant who is subject to Rule 16b-3 at the time withholding is required
with respect to an Award payable in Common Stock, the Company shall
automatically withhold from such Award, to the extent such withholding is not
satisfied by a tandem Cash Tax Right, if any, a number of shares of Common Stock
having an aggregate Market Value per Share equal to the amount of taxes required
to be withheld.

16. Parachute Tax Gross-Up. To the extent that the acceleration of vesting
or any payment, distribution or issuance made to a Participant under the Plan (a
"Benefit") is subject to a golden parachute excise tax under Section 4999(a) of
the Code (a "Parachute Tax"), the Company shall pay such Participant an amount
of cash (the "Gross-up Amount") such that the "net" Benefit received by the
Participant under this Plan, after paying all applicable Parachute Taxes
(including those on the Gross-up Amount) and any federal or state income taxes
on the Gross-up Amount, shall be equal to the Benefit that such Participant
would have received if such Parachute Tax had not been applicable.

17. Administration of the Plan. (a) This Plan will be administered by the
Committee, which at all times will consist entirely of not less than three
directors appointed by the Board, each of whom will be a "disinterested person"
within the meaning Rule 16b-3 and an "outside director" within the meaning of
Section 162(m) of the Code. A majority of the Committee will constitute a
quorum, and the action of the members the Committee present at any meeting at
which a quorum is present, or acts unanimously approved writing, will be the
acts of the Committee.

(b) The interpretation and construction by the Committee of any provision
of this Plan or of any agreement, notification or document evidencing the grant
of an Award and any determination by the Committee pursuant to any provision of
this Plan or of any such agreement, notification or documentation will be final
and conclusive. No member of the Committee will be liable for any such action or
determination made in good faith or in the absence of gross negligence or
willful misconduct on the part of such member.

18. Amendments, Etc. (a) This Plan may be amended from time to time by the
Board but may not be amended by the Board without further approval by the
stockholders of the Company if such amendment would result in this Plan no
longer satisfying the requirements of Rule 16b-3; provided, however, that the
provisions of Paragraph 11 may not be amended more than once every six months
other than to comport with changes in the Code, the Employee Retirement Income
Security Act of 1974, as amended, or the rules thereunder.

(b) The Committee may, in its sole discretion, take any action it deems to
be equitable under the circumstances or in the best interests of the Company
with respect to any Award (other than a Director Option), unless such Award is
intended to qualify as "performance based" compensation under Section 162(m) of
the Code and such action would cause the Award to fail to so qualify.

(c) This Plan will not confer upon any Participant any right with respect
to continuance of employment or other service with the Company or any
Subsidiary, nor will it interfere in any way with any right the Company or any
Subsidiary would otherwise have to terminate such Participant's employment or
other service at any time.

19. Term. This Plan shall be effective as of December 1, 1994, subject to
approval by the Company's stockholders; provided, however, no Award shall be
exercisable or payable prior to the date of such stockholders' approval. In the
event that this Plan is not approved by the stockholders of the Company within
twelve months after the date of its adoption by the Board, this Plan and all
Awards made under this Plan shall be automatically null and void. Unless sooner
terminated, this Plan shall terminate on November 30, 2004, and no further
Awards shall be made, but all outstanding Awards on such date shall remain
effective in accordance with their terms and the terms of this Plan.

A-9
<PAGE> 40

AMERICA WEST AIRLINES, INC.
ANNUAL MEETING OF STOCKHOLDERS

SOLICITED BY THE BOARD OF DIRECTORS OF AMERICA WEST AIRLINES, INC.

The undersigned hereby appoints William A. Franke, A. Maurice Myers and
Martin J. Whalen as proxies, and each of them with full power of substitution,
to vote all shares of Class A Common Stock and Class B Common Stock of America
West Airlines, Inc. that the undersigned is entitled to vote at the Annual
Meeting of Shareholders thereof to be held on May 2, 1995, or at any adjournment
thereof, as follows:

Any executed proxy which does not designate a vote shall be deemed to grant
authority for any item not designated.

(1) ELECTION OF DIRECTORS

<TABLE>
<S> <C> <C> <C>
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY for all
nominees listed below
</TABLE>

William A. Franke, A. Maurice Myers, Julia Chang Bloch, Stephen F.
Bollenbach, Frederick W. Bradley, Jr., James G. Coulter, John F. Fraser, John L.
Goolsby, Richard C. Kraemer, Larry R. Risley, Richard P. Schifter, John R.
Power, Jr., Harrison J. Goldin, Raymond S. Troubh and John F. Tierney.

INSTRUCTION: to withhold authority to vote for any individual nominee, write
that nominee's name in the space provided here.

- - - - --------------------------------------------------------------------------------
<PAGE> 41

(2) APPROVAL OF AMERICA WEST AIRLINES, INC. 1994 INCENTIVE EQUITY PLAN

<TABLE>
<S> <C> <C>
/ / FOR / / AGAINST Approval of the America West Airlines, Inc. 1994 Incentive Equity Plan
</TABLE>

(3) APPROVAL OF STOCK GIFT TO TAX-EXEMPT, NON-PROFIT CORPORATION

<TABLE>
<S> <C> <C>
/ / FOR / / AGAINST Approval of a stock gift to a tax-exempt, non-profit corporation
operated exclusively for charitable, scientific, literary, or
educational purposes
</TABLE>

ALL SHARES WILL BE VOTED AS DIRECTED HEREIN AND, UNLESS OTHERWISE DIRECTED
WILL BE VOTED "FOR ALL NOMINEES" IN ITEM 1 AND "FOR" ITEMS 2 AND 3 AND IN
ACCORDANCE WITH THE DISCRETION OF THE PERSON VOTING THE PROXY WITH RESPECT TO
ANY OTHER BUSINESS PROPERLY BEFORE THE MEETING.

YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO A VOTE THEREON.

Dated: , 1995

-----------------------------------
Signature
Please sign exactly as name appears
on this card. Joint owners should
each sign. Executors,
administrators, trustees, etc.,
should give their full titles.

PLEASE COMPLETE, SIGN AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED ENVELOPE.