Executive Incentive Compensation Plan of
USAir Group, Inc. as amended and restated December 1, 1995
The Executive Incentive Committee Plan of USAir Group, Inc. was originally adopted by the Corporation
effective January 1, 1988. By action of the Corporation's Board of Directors, the Plan has been amended and
restated in its entirety to be effective for Plan Years ending after December 1, 1995.
1. Purpose - The purpose of the Plan is to reward executives and other key management employees of USAir
and other subsidiaries of the Corporation and to motivate them to increase shareholder value and to achieve
2. Definitions - When used in this Plan, unless the context otherwise suggests:
(a) "Committee" shall mean the Compensation and Benefits Committee of the Corporation's Board of Directors.
(b) "Corporation" shall mean USAir Group, Inc.
(c) "Plan" shall mean the Executive Incentive Compensation Plan of USAir Group, Inc.
(d) "Plan Year" shall mean January 1 to December 31 to coincide with the Corporation's fiscal year.
(e) "USAir" shall mean USAir, Inc.
3. Administration - The Plan shall be administered by the Committee. Any Committee member who is eligible to
participate in the Plan shall abstain from voting on any matter before the Committee relating to the Plan. The
Committee may authorize and establish such rules, regulations, and procedures as it may determine advisable to
make the Plan effective or to provide for its administration and may take such other action with regard to the Plan
as it shall deem desirable to effectuate its purposes. A determination of the Committee as to any questions which
arise with respect to the interpretation of the provisions of the Plan shall be final.
4. Participants - Executives and other key management employees of USAir and other subsidiaries of the
Corporation as approved by the Committee.
5. Eligibility - Participation must occupy an incentive- eligible position prior to October 1 of a Plan Year and must