March 10, 1999





Samuel D. Addoms
1900 Fairfax Street
Denver, CO  80220

                  RE:      Severance Agreement

Dear Sam:
                  Frontier Airlines, Inc. (the "Company") considers it essential
to the best interests of its shareholders to foster the continuous employment of
key management personnel.  In order to induce you to remain in the employ of the
Company and in  consideration  of your  agreement set forth in Section 3 hereto,
the Company  agrees that you shall receive the  severance  benefits set forth in
this  letter  agreement  ("Agreement")  in the event  your  employment  with the
Company is terminated as set forth below.

1. Term of Agreement. This Agreement shall commence on the date hereof and shall
continue in effect until all payments and deliveries required hereunder are made
or are no longer applicable.

2. Compensation Upon Termination.  If your employment as Chief Executive Officer
of the Company is terminated (i)  involuntarily,  except in circumstances  where
such  termination  is due to your willful  misconduct  or gross neglect of duty,
(ii) by your  resignation  with the  prior  consent  of the  Company's  Board of
Directors (the "Board"), (iii) by your disability, or (iv) by your death (each a
"Termination"), then you shall be entitled to the benefits provided below:

     (A)  For each of the two years  following a Termination,  the Company shall
          pay to you (or your estate), in equal monthly installments,  your then
          current annual base salary.

     (B)  For the period commencing two years following a Termination and ending
          on your 65th birthday (or in the event you die prior to such date, the
          date on which you would have become 65 years old),  the Company  shall
          pay to you (or your estate),  in equal monthly  installments,  $50,000
          per year.

     (C)  On the date of a Termination,  the Company shall issue to you (or your
          estate) a stock  option or warrant to purchase  100,000  shares of the
          Company's  Common  Stock with an  exercise  price  equal to the market
          price of such  Common  Stock as of the  date of the  Termination.  The
          stock  option or  warrant  shall be  exercisable  for a period of five
          years.

     (D)  The  Company  shall  provide  to you and  your  spouse  free  lifetime
          positive space air  transportation  on the Company's airline and shall
          ensure that any  successor  airline to the Company  provides  such air
          transportation.

     (E)  The Company shall provide to you and your  eligible  dependents  group
          health,  life  insurance  and any other  benefits as are provided from
          time-to-time by the Company to its officers and at rates to you as are
          charged to such officers.

     (F)  The Company shall also pay to you all legal fees and expenses incurred
          by you in  successfully  obtaining or  enforcing  any right or benefit
          provided  by this  Agreement  or in  connection  with any tax audit or
          proceeding to the extent  attributable  to the  application of Section
          4999 of the Internal  Revenue Code of 1986, as amended (the "Code") to
          any payment or benefit provided hereunder.

     (G)  In the event that you become  entitled to the payments (the "Severance
          Payments")  provided under  paragraphs (A), (B), (C), (D), (E) and (F)
          above and if any of the Severance  Payments will be subject to the tax
          (the "Excise  Tax")  imposed by Section 4999 of the Code,  the Company
          shall pay to you upon  demand,  an  additional  amount (the  "Gross-Up
          Payment") such that the net amount retained by you, after deduction of
          any Excise Tax on the  Severance  Payments and any federal  income tax
          and  Excise  Tax  upon  the  Gross-Up  Payment,  shall be equal to the
          Severance  Payments.  For purposes of  determining  whether any of the
          Severance Payments will be subject to the Excise Tax and the amount of
          such  Excise  Tax,  (i) the  Severance  Payments  shall be  treated as
          "parachute  payments" within the meaning of Section  280G(b)(2) of the
          Code, and all "excess parachute payments within the meaning of Section
          280G(b)(2) of the Code, and all Excess parachute  payments" within the
          meaning  of  Section  280G(b)(1)  shall be  treated  as subject to the
          Excise  Tax,  unless in the  opinion of tax  counsel  selected  by the
          Company's  independent  auditors  and  acceptable  to you  such  other
          payments or benefits (in whole or in part) do not constitute parachute
          payments,  or such  excess  parachute  payments  (in whole or in part)
          represent  reasonable  compensation  for  services  actually  rendered
          within the meaning of Section  280G(b)(4) of the Code in excess of the
          base amount  within the meaning of Section  280G(b)(3) of the Code, or
          are  otherwise  not subject to the Excise Tax,  (ii) the amount of the
          Severance Payments which shall be treated as subject to the Excise Tax
          shall be equal to the lesser of (A) the total amount of the  Severance
          Payments  or (B) the amount of excess  parachute  payments  within the
          meaning of Section  280G(b)(1) (after applying clause (i), above), and
          (iii) the value of any non-cash  benefits or any  deferred  payment or
          benefit shall be determined by the Company's  independent  auditors in
          accordance  with the principles of Sections  280G(d)(3) and (4) of the
          Code. For purposes of determining the amount of the Gross-Up  Payment,
          you  shall be  deemed  to pay  federal  income  taxes  at the  highest
          marginal rate of federal income taxation in the calendar year in which
          the Gross-Up Payment is to be made. In the even that the Excise Tax is
          subsequently  determined to be less than the amount taken into account
          hereunder at the time of  termination  of your  employment,  you shall
          repay to the Company at the time that the amount of such  reduction in
          Excise Tax is finally  determined the portion of the Gross-Up  Payment
          attributable  to such  reduction  (plus the  portion  of the  Gross-Up
          Payment  attributable to the Excise Tax and federal income tax imposed
          on the Gross-Up Payment being repaid by you if such repayment  results
          in a reduction  in Excise Tax and/or a federal  income tax  deduction)
          plus interest on the amount of such  repayment at the rate provided in
          Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is
          determined  to exceed the amount taken into  account  hereunder at the
          time of the termination of your employment (including by reason of any
          payment the  existence or amount of which cannot be  determined at the
          time of the Gross-Up  Payment),  the Company  shall make an additional
          gross-up  payment in respect of such excess (plus any interest payable
          with  respect  to such  excess)  at the time  that the  amount of such
          excess is finally determined.

          (ii) You shall not be required  to mitigate  the amount of any payment
               provided for in this  Section 2 by seeking  other  employment  or
               otherwise,  nor  shall  the  amount  of any  payment  or  benefit
               provided  for in this  Section 2 be reduced  by any  compensation
               earned by you as the result of employment by another employer, by
               retirement  benefits,  by offset against any amount claimed to be
               owed by you to the Company, or otherwise.

          (iii)In  addition  to all other  amounts  payable  to you  under  this
               Section 2, you shall be entitled to receive all benefits  payable
               to you under any other plan or agreement  relating to  retirement
               benefits.

3.       Consulting; Non-Competition.

          (i)  During the period  beginning on the date of your  Termination and
               ending on your 65th  birthday  (or such earlier date on which you
               die or become disabled), you shall remain reasonably available to
               provide consulting services to the Company.

          (ii) During the period  beginning on the date of your  Termination and
               ending on your 65th birthday,  you shall not become  employed by,
               or provide consulting  services to, any air carrier that competes
               with the Company without the Company's prior written  permission.
               Should you provide such consulting services without the Company's
               prior written permission,  all Severance Payments shall thereupon
               immediately terminate.

4.       Successors: Binding Agreement.

          (i)  This Agreement  shall be binding  against any successor  (whether
               direct  or   indirect,   by  purchase,   merger,   consolidation,
               reorganization  or otherwise) to all or substantially  all of the
               business and/or assets of the Company.

          (ii) This  Agreement  shall inure to the benefit of and be enforceable
               by   your   personal   or   legal   representatives,   executors,
               administrators,  successors,  heirs,  distributees,  devisees and
               legatees.  If you  should  die while any  amount  would  still be
               payable to you hereunder if you had  continued to live,  all such
               amounts,  unless  otherwise  provided  herein,  shall  be paid in
               accordance  with the  terms of this  Agreement  to your  devises,
               legatee or other  designee or, if there is no such  designee,  to
               your estate.

5.  Notices.  For  the  purpose  of  this  Agreement,   notices  and  all  other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed  to have been  duly  given  when  delivered  or  mailed by United  States
registered mail,  return receipt  requested,  postage prepaid,  addressed to the
respective  addresses  set forth on the first page of this  Agreement,  provided
that all notices to the Company  shall be directed to the attention of the Board
with a copy to the Secretary of the Company,  or to such other address as either
party may have furnished to the other in writing in accordance herewith,  except
that notice of change of address shall be effective only upon receipt.

6.  Miscellaneous.  No provision of this  Agreement  may be modified,  waived or
discharged unless such waiver, modification or discharge is agreed to in writing
and signed by you and such  officer  as may be  specifically  designated  by the
Board.  No waiver by either  party hereto at any time of any breach by the other
party  hereto  of, or  compliance  with,  any  condition  or  provision  of this
Agreement  to be  performed  by such  other  party  shall be  deemed a waiver of
similar or  dissimilar  provisions  or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, express or
implied,  with  respect to the  subject  matter  hereof have been made by either
party  which  are not  expressly  set  forth in this  Agreement.  The  validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of  Colorado.  All  references  to Sections of the Code
shall be deemed also to refer to any successor provisions to such Sections.  Any
payments provided for hereunder shall be paid net of any applicable  withholding
required under federal, state or local law.

7.  Validity.  The  invalidity  or  unenforceability  of any  provision  of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

8. Counterparts. This Agreement may be executed in several counterparts, each of
which  shall  be  deemed  to be an  original,  but all of  which  together  will
constitute one and the same instrument.

                  If this letter sets forth our agreement on the subject  matter
hereof,  kindly sign and return to the Company the enclosed  copy of this letter
which will then constitute our agreement on this subject.

                                                         Sincerely yours,

                                                         FRONTIER AIRLINES, INC.



                                                         By:
                                                             B. LaRae Orullian
                                                             Chair of the Board



                                                         By:
                                                             Arthur T. Voss
                                                             Vice President and
                                                             General Counsel




                  ACCEPTED AND AGREED TO as of this, the 10th day of March, 1999




                                                         Samuel D. Addoms