Exhibit 10.4
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 AMENDMENT NO. 8
TO
AMERICA WEST CO-BRANDED CARD AGREEMENT
 Amendment No. 8 Effective Date US Airways Group Juniper Bank
 RECITALS
 America West Original Agreement
 First Amendment Second Amendment Third Amendment Fourth Amendment Fifth Amendment Sixth Amendment Seventh
Amendment Agreement
   1. Definitions




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 2. Amendment
 a.
    
    Section 1 of the Agreement is amended by adding the following definitions in
the appropriate alphabetical order:
 Juniper Bank Portfolio
 ***** Accounts
 ***** Accounts
 ***** Percentage Section 4.2.2
 b.
    
    Section 4.2.2 of the Agreement is deleted in its entirety and replaced with the
following:
 Fees
 ***** Fee ***** Fee
  Percentage
 Exhibit G
  
 *****
    
    Confidential portions of the material have been omitted and filed separately with the
Securities and Exchange Commission.  2




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            Exhibit G
  
 *****
    
    Confidential portions of the material have been omitted and filed separately with the
Securities and Exchange Commission.  3




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 Exhibit G
      Exhibit G
  Exhibit G
     
 *****
    
    Confidential portions of the material have been omitted and filed separately with the
Securities and Exchange Commission.  4




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  Exhibit G Chart
4.
       
    
    US Airways Group shall award Base Miles as set forth in
Exhibit A and Exhibit B attached hereto.
 
    
    US Airways Group will from time to time award Bonus Miles to
Accounts. Bonus Miles will be awarded as agreed from time to time
by the parties for, by way of example only and not limitation,
rewards to Customers when they open Accounts, rewards to Affinity
Cardholders for engaging in certain categories of transactions as the
parties may agree, including, but not limited to, the use of an
Account to purchase US Airways Group tickets. Bonus Miles shall be
in addition to Base Miles awarded per Net New Purchase Transactions.
 
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    Confidential portions of the material have been omitted and filed separately with the
Securities and Exchange Commission.  5




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  Pre-Purchase of Miles Pre-Purchased Miles Pre-Purchase Date Closing Conditions
  3. Effectiveness
 4. Effect
 5. Entire Agreement
 6. Counterparts
 
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    Confidential portions of the material have been omitted and filed separately with the
Securities and Exchange Commission.  6




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   US AIRWAYS GROUP, INC.
    
    
    
    BARCLAYS BANK DELAWAREFormerly known asJUNIPER BANKBy:
    
    /s/ Stephen L. Johnson
    
    
    
    By:
    
    /s/ Lloyd M. WirshbaStephen L. Johnson
    
    
    
    
    
    Lloyd M. WirshbaTitle: Executive Vice President  Corporate
    
    
    
    
    
    Title: CEO
 
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    Confidential portions of the material have been omitted and filed separately with the
Securities and Exchange Commission.  7




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 EXHIBIT G
 FEE TABLES
 Chart 1 

*****Chart 2 

*****Chart 3 

*****Chart 4 

*****