CERTIFICATE OF OWNERSHIP AND MERGER
USAIR GROUP, INC.
Pursuant to Sections 103 and 253 of the General Corporation Law of the State of Delaware
USAir Group, Inc., a Delaware corporation (the "Corporation"), does hereby certify:
FIRST: The Corporation is incorporated pursuant to the General Corporation Law of the State of Delaware.
SECOND: The Corporation owns 100% of the outstanding shares of each class of the capital stock of Nameco,
Inc., a Delaware corporation (the "Subsidiary").
THIRD: The Board of Directors of the Corporation, by resolutions duly adopted a meeting held on November
13, 1996 (true and correct copies of which are attached hereto as Exhibit
A), has authorized the merger of the Subsidiary with and into the Corporation (the "Merger"). Such resolutions
have not been modified or rescinded and are in full force and effect on the date hereof.
FOURTH: The Corporation shall be the surviving corporation of the Merger (the "Surviving Corporation").
FIFTH: At the effective time of the Merger the name of the Surviving Corporation shall be changed to US
Airways Group, Inc.
SIXTH: The Merger shall become effective at 5:00 p.m. (Delaware time) on February 21 , 1997.
IN WITNESS WHEREOF, USAir Group, Inc. has caused this Certificate of Ownership and Merger to be
executed in its corporate name this 17th day of February, 1997.
USAIR GROUP, INC.
RESOLVED, that the proper officers of the Corporation be, and each of them hereby is, authorized and directed
to cause the formation of Nameco, Inc. (the "Subsidiary"), as a wholly owned subsidiary of the Corporation
under and pursuant to the laws of the State of Delaware; that the Subsidiary shall be merged with and into the
Corporation (the "Merger") and the Corporation shall be the surviving corporation (the "Surviving Corporation")
of the Merger; that in connection with the Merger the Surviving Corporation shall change its name to US Airways
Group, Inc.; that, from and after t