2003 STOCK INCENTIVE PLAN
US AIRWAYS GROUP, INC.
1. PURPOSE. The purpose of this Stock Incentive Plan is to advance the interests of the Corporation by
encouraging the acquisition of a larger personal proprietary interest in the Corporation by key employees of the
Corporation and of its Subsidiaries upon whose judgment and dedication the Corporation is largely dependent
for the successful conduct of its business. It is anticipated that the acquisition of such proprietary interest in the
Corporation will stimulate the efforts of such key employees on behalf of the Corporation and strengthen their
desire to remain with the Corporation or its Subsidiaries and that the opportunity to acquire such a proprietary
interest will enable the Corporation and its Subsidiaries to attract and retain desirable personnel. This Stock
Incentive Plan is intended to replace the Corporation's other plans pursuant to which equity securities could be
awarded to key employees of the Corporation and of its Subsidiaries, which other plans have been rejected
pursuant to the Corporation's First Amended Joint Plan of Reorganization dated as of January 17, 2003, as
modified, and approved by the Bankruptcy Court on March 18, 2003 (the "Joint Plan").
2. DEFINITIONS. When used in this Plan, unless the context otherwise requires:
(a) "Affiliate" shall mean a person or entity that directly, or indirectly through one or more intermediaries, controls,
or is controlled by, or is under common control with, the Corporation.
(b) "Board" shall mean the Board of Directors of the Corporation.
(c) "Cause" shall mean an act or acts of personal dishonesty taken by optionee and intended to result in
substantial personal enrichment at the expense of the Corporation or any of its Subsidiaries or the conviction of
optionee of a felony.
(d) "Change of Control" shall mean the occurrence of any of the following events; provided, however, that neither
the emergence of the Corporation from Chapter 11 reorganization cases