EXHIBIT 4.1
  US
    AIRWAYS GROUP, INC.
    2011 INCENTIVE AWARD PLAN
  ARTICLE 1.
  PURPOSE
  Plan Company
  ARTICLE 2.
  DEFINITIONS
    AND CONSTRUCTION
    Administrator
  Affiliate Regulation Section 301.7701-3,
  Applicable Accounting
    Standards
  Award Awards
  Award Agreement
  Award Limit
  Board
  Change in Control
  12-month Incumbent
    Board provided however




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Rule 13d-3 Voting Power
  Transaction
        Code
  Committee provided Rule 16b-3,
  Common Stock
  Company
  Consultant Form S-8
  Covered Employee
  Deferred Stock
  Deferred Stock Unit
  Director
  Dividend Equivalent
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DRO
  Effective Date
  Eligible Individual
  Employee
  Equity Restructuring
  Exchange Act
  Fair Market Value
  The Wall Street Journal
  The Wall Street Journal
    Full Value Award
  Greater Than 10% Stockholder
  Holder
  Incentive Stock Option
  Non-Employee Director
  Non-Employee Director Equity Compensation
    Policy
  Non-Qualified Stock Option
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Option provided however
  Option Term
  Parent
  Performance Award
  Performance-Based
    Compensation
  Performance Criteria
  EBITDAR EBITDA EBIT seat-mile
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Performance Goals
  Performance Period
  Performance Stock Unit
  Permitted Transferee Form S-8
  Plan
  Prior Plans
  Program
  Restricted Stock
  Restricted Stock Units
  Returned Awards
  Securities Act
  Shares
  Stock Appreciation Right
  Stock Appreciation Right
    Term
  Stock Payment
  Subsidiary
  Substitute Award provided
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however
  Termination of Service
        provided however
  US Airways
  ARTICLE 3.
  SHARES SUBJECT
    TO THE PLAN
  Number of Shares
  provided , however provided further
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provided
  Stock Distributed.
  Limitation on Number of Shares Subject to
    Awards.
  Full Value Award Vesting
    Limitations. provided however
  ARTICLE 4.
  GRANTING OF
    AWARDS
  Participation.
  Award Agreement.
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Limitations Applicable to
    Section 16 Persons. Rule 16b-3
  At-Will Employment; Voluntary
    Participation.
  Foreign
    Holders. and/or provided however and/or
  Non-Employee Director
    Awards. Non-Employee Director Equity Compensation
    Policy and/or
  Stand-Alone and Tandem
    Awards.
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ARTICLE 5.
  PROVISIONS
    APPLICABLE TO AWARDS INTENDED TO QUALIFY AS
 PERFORMANCE-BASED
    COMPENSATION.
  Purpose.
  Applicability.
  Types of
    Awards.
  Procedures with Respect to Performance-Based
    Awards.
  Payment of Performance-Based
    Awards.
  Additional
    Limitations.
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ARTICLE 6.
  GRANTING OF
    OPTIONS
  Granting of Options to Eligible
    Individuals.
  Qualification of Incentive Stock
    Options.
  Option Exercise Price.
  Option Term. Option Term provided however
  Option Vesting.
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Substitute
    Awards. provided
  Substitution of Stock Appreciation
    Rights. provided
  ARTICLE 7.
  EXERCISE OF
    OPTIONS
  Partial Exercise.
  Manner of Exercise.
          Notification Regarding
    Disposition.
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ARTICLE 8.
  AWARD OF
    RESTRICTED STOCK
  Award of Restricted Stock.
    provided however
  Rights as
    Stockholders. provided however
  Restrictions.
  Repurchase or Forfeiture of Restricted
    Stock.
  Certificates for Restricted
    Stock. and/or
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Section 83(b)
    Election.
  ARTICLE 9.
  AWARD OF
    RESTRICTED STOCK UNITS
  Grant of Restricted Stock
    Units.
  Term.
  Purchase Price. provided however
  Vesting of Restricted Stock
    Units.
  Maturity and Payment. provided
  Payment upon Termination of
    Service. provided however
  No Rights as a
    Stockholder.
  Dividend Equivalents.
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ARTICLE 10.
  AWARD OF
    PERFORMANCE AWARDS, DIVIDEND EQUIVALENTS, STOCK PAYMENTS,
 DEFERRED
    STOCK, DEFERRED STOCK UNITS
  Performance Awards.
      Dividend Equivalents.
      Stock Payments.
  Deferred Stock.
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and/or
  Deferred Stock Units. and/or
  Term. and/or
  Purchase Price. provided however
  Termination of Service. and/or and/or
  ARTICLE 11.
  AWARD OF
    STOCK APPRECIATION RIGHTS
  Grant of Stock Appreciation Rights.
      provided
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Stock Appreciation Right Vesting.
      Manner of Exercise.
          Stock Appreciation Right
    Term. Stock Appreciation Right
    Term provided however
  Payment.
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ARTICLE 12.
  ADDITIONAL
    TERMS OF AWARDS
  Payment. provided
  Tax Withholding.
  Transferability of Awards.
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provided
  Conditions to Issuance of Shares.
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Forfeiture and Claw-Back
    Provisions.
    and/or
  Prohibition on
    Repricing.
  ARTICLE 13.
  ADMINISTRATION
  Administrator. Rule 16b-3 provided
  Duties and Powers of
    Committee.
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provided Rule 16b-3
  Action by the
    Committee.
  Authority of
    Administrator.
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Decisions Binding.
  Delegation of Authority. provided however provided further
  ARTICLE 14.
  MISCELLANEOUS
    PROVISIONS
  Amendment, Suspension or Termination of the
    Plan.
  Changes in Common Stock or Assets of the
    Company, Acquisition or Liquidation of the Company and Other
    Corporate Events.
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and/or
            Corporate
    Event
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Rule 16b-3
        Approval of Plan by
    Stockholders.
  No Stockholder Rights.
  Paperless Administration.
  Effect of Plan upon Other Compensation
    Plans.
  Compliance with Laws.
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Titles and Headings, References to Sections of
    the Code or Exchange Act.
  Governing Law.
  Section 409A. and/or
  No Rights to Awards.
  Unfunded Status of
    Awards.
  Indemnification. provided
  Relationship to other
    Benefits.
  Expenses.
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