JETBLUE AIRWAYS CORPORATION

401(k) RETIREMENT PLAN

THIS AGREEMENT hereby adopted this 31st day of December, 2001, by jet Blue Airways Corporation (herein referred to as the "Employer") and John D. Owen, Thomas E. Kelly and Vincent Stab lie (herein collectively referred to as the "Trustee").

WITNESSETH:

WHEREAS, the Employer heretofore established a Profit Sharing Plan and Trust effective October 1, 1999 (hereinafter called the "Effective Date"), known as jet Blue Airways Corporation 401k Retirement Plan (herein referred to as the "Plan") in recognition of the contribution made to its successful operation by its employees and for the exclusive benefit of its eligible employees; and

WHEREAS, under the terms of the Plan, the Employer has reserved the right and power to amend the Plan, provided the Trustee joins in such amendment if the provisions of the Plan affecting the Trustee are amended;

NOW, THEREFORE, effective October 1, 1999, except as otherwise provided herein, the Employer and the Trustee, in accordance with the provisions of the Plan pertaining to amendments thereof, hereby amend the Plan in its entirety and restate the Plan to provide as follows:

ARTICLE I

DEFINITIONS

1.1 "Act" means the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.2 "Administrator" means the Employees unless another person or entity has been designated by the Employer pursuant to Section 2.2 to administer the Plan on behalf of the Employer.

1.3 "Affiliated Employer" means any corporation which is a member of a controlled group of corporation (as defined in Code Section 414 (b)) which includes the Employer; any trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414 (c)) with the Employer; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Code Section 414 (m)) which includes the Employer; and any other entity required to be aggregated with the Employer pursuant to Regulations under Code Section 414 (o).

1.4 "Aggregate Account" means, with respect to each Participant, the value of all accounts maintained on behalf of a Participant, whether attributable to Employer or Employee contributions, subject to the provisions of Section 9.2.

1.5 "Anniversary Date" means the last day of the Plan Year.

1.6 "Beneficiary" means the person (or entity) to whom the share of a deceased Participant's total account is payable, subject to the restrictions of Sections 6.2 and 6.6.

1.7 "Code" means the Internal Revenue Code of 1986, as amended or replaced from time to time.

1.8 "Compensation" with respect to any Participant means such Participant's wages as defined in Code Section 3401 (a) and all other payments of compensation by the Employer (in the course of the Employer's trade or business) for a Plan Year for which the Employer is required to furnish the Participant a written statement under Code Sections 6041 (d), 6051 (a) (3) and 6052. Compensation must be determined without regard to any rules under Code Section 3401 (a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code Section 3401 (a) (2)).

For purposes of this Section, the determination of Compensations hall be made by:

(a) excluding, for purposes of the Employer's discretionary profit sharing contributions pursuant to Section 4.1 (c), the following items: per die m allowances and other similar types of expense reimbursements, the value of company-paid group term life insurance; moving allowances, relocation adjustments and other similar payments and allowances; automobile expense allowances and reimbursements; annual bonuses to officers and directors, but not excluding cash incentive awards and other types of cash bonuses to team members other than officers and directors; the value of other non-cash fringe benefits, such as incentive passes and "positive space" travel benefits; PTO payouts; any taxable compensation that may result from the grant or exercise of stock-based compensation; any other type of deferred compensation; severance pay and payments in the nature of severance benefits; non-taxable sick pay, workers compensation payments and payments under short-term and long-term disability plans; and payments under a pilots' loss of license income replacement plan.

(b) excluding, for purposes of salary reduction elections pursuant to Section 4.2 and Employer matching contributions pursuant to Section 4.1 (b), the following items: per die m allowances and other similar types of expense reimbursements, the value of company-paid group term life insurance; moving allowances, relocation adjustments and other similar payments and allowances; automobile expense allowances and reimbursements; the value of other non-cash fringe benefits, such as incentive passes and "positive space" travel benefits; any taxable compensation that may result from the grant or exercise of stock-based compensation; any other type of deferred compensation; severance pay and payments in the nature of severance benefits; non-taxable sick day; workers compensation payments and payments under any long-term disability plan; and payments under a pilots' loss of license income replacement plan.

(c) including amounts which are contributed by the Employer pursuant to a salary reduction agreement and which are not includible in the gross income of the Participant under Code Sections 125, 132(f)(4) for Plan Years beginning after December 31, 2000, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code Section 414(h)(2) that are treated as Employer contributions.

For a Participant's initial year of participation, Compensations hall be recognized as of such Employee's effective date of participation in the component of the Plan for which Compensation is being used pursuant to Section 3.2.

Compensation in excess of$150,000 (or such other amount provided in the Code) shall be disregarded for all purposes other than for purposes of salary deferral elections pursuant to Section 4.2. Such amount shall be adjusted for increases in the cost of living on accordance with Code Section 401(a)(17)(B), except that the dollar increase in effect on January 1 of any calendar year shall be effective for the Plan Year beginning with or within such calendar year. For any short Plan Year the Compensation limit shall be an amount equal to the Compensation limit for the calendar year in which the Plan Year begins multiplied by the ratio obtained by dividing the number of full months in the short Plan Year by twelve (12).

If any class of Employees is excluded from the Plan, then Compensation for any Employee who becomes eligible or ceases to be eligible to participate during a Plan Year shall include only the portion of his Compensation earned while the Employee is an Eligible Employee.

详见附件！