UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, DC Issued by the Department of Transportation on June 11 , 201 2 NOTICE OF ACTION TAKEN -- DOCKET S DOT - OST - 20 04 - 19148 and DOT - OST - 2012 - 0088

_______________________________________________________________________________________________________ ____________ __ This serves as notice to the public of the action described below, taken by the Department official indicated (no additional confirmi ng order will be issued in this matter). 1. Docket DOT

- OST

- 20 04

- 19148 Appl ication of UNITED AIR LINES, INC. ( United ) , filed 5/31 /201 2 for: XX Amendment of e xemption under 49 U.S.C. 40109 to provide the following service: Scheduled foreign air transpor tation of persons, property and mail between the United States and points worldwide on a third - country code - share basis pursuant to blanket code - sharing statements of authorization previously approved by the Department, under which United’s “UA” designator code is displayed on flights operated by its foreign code - share partners, as well as on flights operated by foreign carriers that are currently authorized, or that in the future become authorized, to operate flights on behalf of United’s blanket code - shar e foreign partners . 1 2 2. Docket DOT

- OST

- 20 1 2

- 0 088 Joint Application of UNITED and EVA AIRWAYS CORPORATION (EVA) , filed 5/31 /201 2 for: XX Statements of authorization in order to engage in the following code

- share services: (A) United request s a blanket s t atement of authorization permitting it to display the EVA ( BR ) designator code in conjunction with foreign air transportation of persons, property and mail on flights operated by United (1) between any point ( s ) in the United States and any point(s) in Taiw an (on a nonstop basis and on routings via intermediate points) ; (2) between U . S . points ; (3) between Taiwan points; (4) beyond Taiwan to any point(s); and (5) beyond the United States to any point (s); and (B) EVA requests a blanket statement of authorization permitting it to display the United ( UA ) designator code in conjunction with foreign air transportation of persons, property, and mail on flights operated by EVA (1) between any point(s) in the United States and any point(s) in Taiwan (on a nonstop basis and on routings via intermediate points); (2) between U.S. points; (3) between Taiwan points; (4) beyond Taiwan to any point(s); and (5) beyond the United States to any point(s) .

1 T he authorized foreign carriers are: Deutsche Lufthansa AG (Lufthansa), and other carriers that operate flights on Lufthansa’s behalf (Lufthansa CityLine, Air D olomiti, Condor Flugdienst, and PrivatAir GmbH); Air New Zealand Limited (ANZ); All Nippon Airways Co. Ltd. (ANA); Asiana Airlines, Inc. (Asiana); Austrian Airlines, Osterreichische Luftverkehrs AG (Austrian); Lauda Air Luftfahrt GmbH (Lauda); Polskie Lini e Lotnicze LOT S.A. (LOT); Scandinavian Airlines System (SAS); Singapore Airlines Limited (Singapore); Tyrolean Airways, Tiroler Luftfahrt GmbH d/b/a Austrian Arrows (Tyrolean); TAP Air Portugal (TAP); Swiss Air International Air Lines Ltd. d/b/a Swiss (Sw iss); Qatar Airways Q.C.S.C. (Qatar Airways); Turkish Airlines (Turkish); Aer Lingus Limited (Aer Lingus); Jet Airways; Brussels Airlines N.V./S.A. (Brussels Airlines); and Spanair, S.A. (Spanair)
. 2 United requests that its exemption authority be amende d to the extent necessary to permit it to also place its designator code on flights operated by EVA Airways Corporation (EVA).Applicant rep s : Lorraine B. Halloway (202) 624 - 2500 ( United ) and Malcolm L. Benge (2 0 2) 298 - 8660 ( EVA ) DOT Analyst: Brett D. Kruger (202) 366 - 8025 DISPOSITION XX Granted amendment of United’s exemption authority (subject to conditions, see below) . XX Granted blanket statements of authorization to United and EVA (subjec t to conditions, see below). The above action granting exemption authority to United is effective when taken : June 11 , 2012 , through June 11 , 2014
. The above action granting blanket statements of authorization to United and EVA is effective: June 11 , 201 2 , and will remain in effect indefinitely, subject to conditions. Action taken by: Paul L. Gretch, Director Office of International Aviation XX The authority is encompassed in the Air Transport Agreement between the American Institute in Ta iwan and the Taipei Economic & Cultural Representative Office, initialed February 28, 1997, and entered into force March 18, 1998 . Except to the extent exempted or waived, this authority is subject to the terms, conditions, and limitations indicated: XX United ’s certificates of public convenience and necessity XX Standard U.S. carrier exemption conditions (attached as Appendix A ) XX Conditions for Statements of Authorization granted here (attached as Appendix B ) XX Conditions attached to previously granted statements of authorization 3

_____________________________________________________________________________________________________________________ Special c onditions / Remarks : We note that United has conducted a safety audit of EVA under the De partment’s Code

- Share Safety Audit Program, and the FAA has advised us that it has reviewed the relevant audit report and found it to be acceptable. United’s exemption authority to support code

- share operations, whereby United would display its “UA” des ignator code on flights operated by current and future foreign carriers that operate flights on behalf of United’s authorized foreign blanket code

- share partners, remains subject to the following conditions: 1) the foreign carriers must have the requisite permit or exemption authority and statement of authorization from the Department to perform the proposed services; and 2) United must conduct and keep current an

3 See Order 98

- 4

- 8, issued April 9, 1998 (Undocketed, United

- Lufthansa) and Department actions dated August 6, 1999 (Docket DOT

- OST

- 1999

- 6013, United

- ANZ); August 7, 1998 (Undocketed, United

- ANA); December 19, 2002 (Docket DOT

- OST

- 2002

- 13320, United

- Asiana); March 13, 2000 (Docket DOT

- OT

- OST

- 2000

- 6803, United

Austrian); March 22, 2001 (Docket DOT

- OST

- 2000

- 7751, United

- Lauda and Uni ted

- Tyrolean); April 19, 2004 (Docket DOT

- OST

- 2004

- 17468, United

- LOT); May 24, 1999 (Docket DOT

- OST

- 1999

- 5251 , United

- SAS); October 17, 2000 (Docket DOT

- OST

- 2000

- 7696, United

- Singapore); August 11, 2005 (Docket DOT

- OST

- 2005

- 21686, United

- TAP); October 19, 2005 (Docket DOT

- OST

- 2005

- 22464, United

- Swiss); July 19, 2007 (Docket DOT

- OST

- 2007

- 28628, United

- Qatar); March 14, 2008 (Docket DOT

- OST

- 2008

- 0001, United

- Air One); April 17, 2008 (Docket DOT

- OST

- 2008

- 0102, United

- Turkish); July 25, 2008 (Docket DOT

- OST

- 20 08

- 0176, United

- Aer Lingus); November 10, 2009 (Docket DOT

- OST

- 2008

- 0164, United

- Jet Airways); March 2, 2010 (Docket DOT

OST

- 2010

- 0024, United

- Brussels); and April 6, 2010 (Docket DOT

- OST

- 2010

- 0055, United

- Spanair).FAA

- approved safety audit of the applicable foreign carriers under the Department’s Code

- Share Safety Audit Program
. We acted on this application without awaiting expiration of the 15

- day answer period with the consent of all parties served. On the basis of data officially noticeable under Rule 24(g) of the Department's regulations, we found the applicants qualified to provide the exemption services authorized. Under authority assigned by the Department in its regulations, 14 CFR Part 385, we found that (1) our action was consistent with Department policy; (2) grant of the authority was consisten t with the public interest; and (3) grant of the authority would not constitute a major regulatory action under the Energy Policy and Conservation Act of 1975. To the extent not granted, we denied all requests in the referenced Docket. We may amend, modi fy, or revoke the authority granted in this Notice at any time without hearing at our discretion. Persons entitled to petition the Department for review of the action set forth in this Notice under the Department’s regulations, 14 CFR §385.30, may file th eir petitions within seven (7) days after the date of issuance of this Notice. This action was effective when taken, and the filing of a petition for review will not alter such effectiveness. An electronic version of this document is available on the Wor ld Wide Web at: http://www.regulations.gov

### Appendix A U.S. Carrier Exemption Conditions In the conduct of the operations authorized, the U.S. carrier applicant(s) shall: (1) Hold at all times effective ope rating authority from the government of each country served; (2) Comply with applicable requirements concerning oversales contained in 14 CFR 250 (for scheduled operations, if authorized); (3) Comply with the requirements for reporting data contained i n 14 CFR 241; (4) Comply with requirements for minimum insurance coverage, and for certifying that coverage to the Department, contained in 14 CFR 205; (5) Except as specifically exempted or otherwise provided for in a Department Order, comply with the requirements of 14 CFR 203, concerning waiver of Warsaw Convention liability limits and defenses; (6) Comply with all applicable requirements of the Federal Aviation Administration, the Transportation Security Administration, and with all applicable U.S . Government requirements concerning security, including, but not limited to, 49 CFR Part 1544. To assure compliance with all applicable U.S. Government requirements concerning security, the holder shall, before commencing any new service (including chart er flights) to or from a foreign airport, contact its Principal Security Inspector (PSI) to advise the PSI of its plans and to find out whether the Transportation Security Administration has determined that security is adequate to allow such airport(s) to be served; (7) Comply with such other reasonable terms, conditions, and limitations required by the public interest as may be prescribed by the Department of Transportation, with all applicable orders and regulations of other U.S. agencies and courts, an d with all applicable laws of the United States. The authority granted shall be effective only during the period when the holder is in compliance with the conditions imposed above.

1/2008

### Appendix B The code - share operations au thorized here are subject to the following conditions: (a) The statements of authorization will remain in effect only as long as (i) United and EVA continue to hold the necessary underlying authority to operate the code

- share services at issue, and (ii) t he code

- share agreement providing for the code

- share operations remains in effect. (b) United and/or EVA , as appropriate, must notify the Department no later than 30 days before they begin any new code

- share service under the code

- share services authorize d here. Such notice shall identify the market(s) to be served, which carrier will be operating the aircraft in the code

- share market added, and the date on which the service will begin. Such notice should be filed in Docket DOT

- OST

- 201 2

- 0088
. 1 (c) Unite d and/or EVA , as appropriate, must promptly notify the Department if the code

- share agreement providing for the code

- share operations is no longer effective or if the carriers decide to cease operating all or a portion of the approved code

- share services. Such notice should be filed in Docket DOT

- OST

- 20 1 2

- 0088
. 2 (d) The code

- sharing operations conducted under this authority must comply with 14 CFR 257 and with any amendments to the Department’s regulations concerning code

- share arrangements that may be a dopted. Notwithstanding any provisions in the contract between the carriers, our approval here is expressly conditioned upon the requirements that the subject foreign air transportation be sold in the name of the carrier holding out such service in the co mputer reservation systems and elsewhere; that the carrier selling such transportation ( i.e., the carrier shown on the ticket) accept responsibility for the entirety of the code

- share journey for all obligations established in its contract of carriage with the passenger; that the passenger liability of the operating carrier be unaffected; and that the operating carrier shall not permit the code of its U.S. code

- sharing partner to be carried on any flight that enters, departs, or transits the airspace of any area for whose airspace the Federal Aviation Administration has issued a flight prohibition. (e) The authority to operate to third countries is subject to the condition that any service provided under the statement of authorization shall be consistent wi th all applicable agreements between the United States and the foreign countries involved. Furthermore, (i) nothing in the award of these blanket statement s of authorization should be construed as conferring upon United rights (including code

- share , fifth freedom intermediate and/or beyond rights) to serve markets where U.S. carrier entry is limited unless United notifies the Department of its intent to serve such a market and unless and until the Department has completed any necessary carrier selection pr ocedures to determine which carrier(s) should be authorized to exercise such rights; and (ii) should there be a request by any carrier to use the limited

- entry route rights that are included in the authority of United by virtue of the blanket statement s of authorization granted here, but that are not then being used by United , the holding of such authority will not be considered as providing any preference for United in a competitive carrier selection proceeding to determine which carrier(s) should be entit led to use the authority at issue. 3 (f) The authority granted here is specifically co nditioned so that neither United nor EVA shall give any force or effect to any contractual provisions between themselves that are contrary to these conditions. We may am end, modify, or revoke the authority granted at any time without hearing at our discretion.

1 The joint applicants provided notice t hat, on or after July 28, 2012, United and EVA would begin the reciprocal code

- share services involving Open Skies points as outlined in their application. 2 We expect this notification to be received within ten (10) days after such non

- effectiveness or of such decision. 3 The notice in paragraph (b) above can be used for this notification.