1997 STOCK INCENTIVE PLAN
US AIRWAYS GROUP, INC.
(as amended and restated as of November 18, 1997)
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.
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:
(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of either (A) the then outstanding shares of common stock of the Corporation (the "Outstanding
Group Common Stock") or (B) the combined voting power of the then outstanding voting securities of the
Corporation entitled to vote generally in the election of directors (the "Outstan