Agreement dated as of February 7, 1992, between USAir, Inc., a Delaware corporation, having a place of
business at Crystal Park Four, 2345 Crystal Drive, Arlington, VA 22227 (the "Company") and W. Thomas
Lagow, residing at 1501 Crystal Drive, Apt. 1132, Arlington, Virginia 22202 (the "Executive").
WHEREAS, the Executive has assumed duties of a responsible nature to the benefit of the Company and to the
satisfaction of its Board of Directors (the "Board");
WHEREAS, the Board believes it to be in the best interests of the Company to enter into this Agreement to
assure Executive's continuing services to the Company including, but not limited to, under circumstances in which
there is a possible, threatened or actual Change of Control (as defined below) of the Company; and
WHEREAS, the Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of
the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the
Executive's full attention and dedication to the Company currently and in the event of any threatened or pending
Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of
Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which
are competitive with those of other corporations. Therefore, in order to accomplish all the above objectives, the
Board has caused the Company to enter into this Agreement.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the Company and the Executive
hereby agree as follows:
1. Certain Definitions.
(a) The "Effective Date" shall mean the date hereof.
(b) The "Change of Control Date" shall mean the first date during the Employment Period (as defined in Section 1
(c)) on which a Change of Control (as defined in Section 2) occurs. Anything in this Agreement to the contrary
notwithstanding, if a Chan