EXHIBIT 10.24
                      SEVERANCE AGREEMENT
     Agreement dated as of February 1, 1998, between US Airways, Inc., a 
Delaware corporation, having a place of business at Crystal Park Four, 2345 
Crystal Drive, Arlington, VA 22227 (the "Company") and N. Bruce Ashby 
residing at 11326 Bright Pond Lane, Reston, Virginia, 20194 (the 
"Executive"). 

                          WITNESSETH
                          -----------
     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 "Employment Period" shall mean the period commencing on the 
Effective Date and ending on the earlier to occur of (i) the Executive's 
severance of employment for any reason, or (ii) the first day of the month 
next following the Executive's 65th birthday ("Normal Retirement Date").
   (c)  The "Change of Control Date" shall mean the first date during the 
Change of Control Period (as defined in Section 1(d)) on which a Change of 
Control (as defined in Section 2) occurs.   Anything in this Agreement to 
the contrary notwithstanding, if a Change of Control occurs and if the 
Executive's employment with the Company is terminated or the Executive 
ceases to be an officer of the Company prior to the date on which the 
Change of Control occurs, and if it is reasonably demonstrated by the 
Executive that such termination of employment or cessation of status as an 
officer (i) was at the request of a third party who has taken steps 
reasonably calculated to effect the Change of Control or (ii) otherwise 
arose in connection with or anticipation of the Change of Control, then for 
all purposes of this Agreement the "Change of Control Date" shall mean the 
date immediately prior to the date of such termination of employment or 
cessation of status as an officer.
   (d)  The "Change of Control Period" shall mean the period commencing on 
the Effective Date and ending on the earlier to occur of (i) the third 
anniversary of such date or (ii) the   Executive's Normal Retirement Date; 
provided, however, that commencing on the date one year after the Effective 
Date, and on each annual anniversary of such date (such date and each 
annual


                                            2


 anniversary thereof shall be hereinafter referred to as the "Renewal 
Date"), the Change of Control Period shall be automatically extended so as 
to terminate on the earlier of (x) three years from such Renewal Date or 
(y) the Executive's Normal Retirement Date, unless at least 30 days prior 
to the Renewal Date the Company shall give notice to the Executive that the 
Change of Control Period shall not be so extended.  
   2.    Change of Control.  For the purpose of this Agreement, a 
         -----------------
Change of Control" shall mean:
   (a)  The acquisition by an individual, entity or group (within the 
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 
1934, as amended (the "Exchange Act")) of beneficial ownership (within the 
meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of 
either (i) the then outstanding shares of common stock of the Company's 
parent, US Airways Group, Inc. ("Group") (the "Outstanding Group Common 
Stock") or (ii) the combined voting power of the then outstanding voting 
securities of Group entitled to vote generally in the election of directors 
(the "Outstanding Group Voting Securities"); provided, however, that the 
following acquisitions shall not constitute a Change of Control: (w) any 
acquisition directly from Group, (x) any acquisition by Group or any of its 
subsidiaries, (y) any acquisition by any employee benefit plan (or related 
trust) sponsored or maintained by Group or any of its subsidiaries or (z) 
any acquisition by any corporation with respect to which, following such 
acquisition, more than 85% of, respectively, the then outstanding shares of 
common stock of such corporation and the combined voting power of the then 
outstanding voting power of the then outstanding voting securities of such 
corporation entitled to vote generally in the election of directors, is 
then beneficially owned, directly or indirectly, by all or substantially 
all of the individuals and entities who were beneficial owners, 
respectively of the Outstanding Group Common Stock and 


                                            3

Outstanding Group Voting Securities in substantially the same proportions 
as their ownership, immediately prior to such acquisition, of the 
Outstanding Group Common Stock and Outstanding Group Voting Securities, as 
the case may be; or 
   (b)  Individuals who, as of the date hereof, constitute Group's Board of 
Directors (the "Incumbent Board") cease for any reason to constitute at 
least a majority of the Group Board of Directors; provided, however, that 
any individual becoming a director subsequent to the date hereof whose 
election, or nomination for election by Group's shareholders, was approved 
by a vote of at least a majority of the directors then comprising the 
Incumbent Board shall be considered as though such individual were a member 
of the Incumbent Board, but excluding, for this purpose, any such 
individual whose initial assumption of office occurs as a result of either 
an actual or threatened election contest (as such terms are used in Rule 
14a-11 of Regulation 14A promulgated under the Exchange Act) or other 
actual or threatened solicitation of proxies or consents; or 
   (c)  Approval by the shareholders of Group of a reorganization, merger 
or consolidation, in each case, with respect to which all or substantially 
all of the individuals and entities who were the beneficial owners, 
respectively, of the Outstanding Group Common Stock and Outstanding Group 
Voting Securities immediately prior to such reorganization, merger or 
consolidation, beneficially own, directly or indirectly, less than 85% of, 
respectively, the then outstanding shares of common stock and the combined 
voting power of the then outstanding voting securities entitled to vote 
generally in the election of directors, as the case may be, of the 
corporation resulting from such reorganization, merger or consolidation in 
substantially the same proportions as their ownership, immediately prior to 
such reorganization, merger or consolidation of the Outstanding Group 
Common Stock and the Outstanding Group Voting Securities, as the case may 
be; or
   (d)  Approval by the shareholders of Group of (i) a complete liquidation 
or dissolution of 


                                            4

Group or (ii) the sale or other disposition of all or substantially all of 
the assets of Group, other than to a corporation, with respect to which 
following such sale or other disposition, more than 85% of, respectively, 
the then outstanding shares of common stock of such corporation and the 
combined voting power of the then outstanding voting securities of such 
corporation entitled to vote generally in the election of directors is then 
beneficially owned, directly or indirectly, by all or substantially all of 
the individuals and entities who were the beneficial owners, respectively, 
of the Outstanding Group Common Stock and Outstanding Group Voting 
Securities immediately prior to such sale or other disposition in 
substantially the same proportion as their ownership, immediately prior to 
such sale or other disposition, of the Outstanding Group Common Stock and 
Outstanding Group Voting Securities, as the case may be; or
   (e)  The acquisition by an individual, entity or group of beneficial 
ownership of 20% or more of the then outstanding securities of Group, 
including both voting and non-voting securities, provided, however, that 
such acquisition shall only constitute a change of control in the event 
that such individual, entity or group also obtains the power to elect by 
class vote, cumulative voting or otherwise to appoint 20% or more of the 
total number of directors to the Board of Directors of Group.
   3.   Employment Period.  The Company hereby agrees to continue 
        -----------------
the Executive in its employ, and the Executive hereby agrees to remain in 
the employ of the Company, during the Employment Period, subject to the 
terms and conditions provided herein.
   4.    Terms of Employment
         -------------------
   (a) Position and Duties.
       -------------------
                     (i) During the Employment Period and 
         prior to a Change of Control Date, (A) if the Board 
         determines that the Executive has been performing 
         his duties in accordance with Section 4(a)(iii) 
         hereof, it shall re-elect the Executive to a 
         responsible executive position with substantially


  
                                            5


         similar level of duties to the position held by the 
         Executive on the Effective Date, (B) the 
         Executive's services shall be performed at the 
         Executive's location on the Effective Date, the 
         Company's headquarters, or a location where a 
         substantial activity for which the Executive has 
         responsibility is located.  
                     (ii) During the Employment Period and 
         on and following a Change of Control Date, (A) the 
         Executive's position (including status, offices, 
         titles and reporting relationships), authority, 
         duties and responsibilities shall be at least 
         commensurate in all material respects with the most 
         significant of those held, exercised and assigned 
         at any time during the 90-day period immediately 
         preceding the Change of Control Date and (B) the 
         Executive's services shall be performed at the 
         location where the Executive was employed 
         immediately preceding the Change of Control Date or 
         any office or location less than thirty-five (35) 
         miles from such location.

                     (iii) During the Employment Period, and 
         excluding any periods of vacation and sick leave to 
         which the Executive is entitled, the Executive 
         agrees to devote reasonable attention and time 
         during normal business hours to the business and 
         affairs of the Company and, to the extent necessary 
         to discharge the responsibilities assigned to the 
         Executive hereunder, to use the Executive's 
         reasonable best efforts to perform faithfully and 
         efficiently such responsibilities. During the 
         Employment Period it shall not be a violation of 
         this Agreement for the Executive to (A) serve on 
         corporate, civic or charitable boards or 
         committees, (B) deliver lectures, fulfill speaking 
         engagements or teach at educational institutions 
         and (C) manage personal investments, so long as 
         such activities do not significantly interfere with 
         the performance of the Executive's responsibilities 
         as an employee of the Company in accordance with 
         this Agreement.  It is also expressly understood 
         and agreed that to the extent that such activities 
         have been conducted by the Executive prior to the 
         Effective Date, the continued conduct of such  
         activities (or the conduct of activities similar in 
         nature and scope thereto) subsequent to the  
         Effective Date shall not thereafter be deemed to 
         interfere with the performance of the Executive's 
         responsibilities to the Company.



     (b) Compensation.
         ------------

               (i)  Base Salary.  During the Employment 
                   ----------- 
         Period, the Company shall pay the Executive a base 
         salary x) for the first 12 months of the term  
         hereof at a rate not less than his base salary in 
         effect on the Effective Date of this Agreement, and
         (y) during each succeeding 12 months of the term   
         hereof at a rate not less than his base salary in  
         effect on the last day of the preceding 12-month 
         period.  During the Employment Period, base salary 
         shall be reviewed at least annually and shall be 
         increased at any time and from time to time as 
         shall be substantially consistent with increases in 



                                            6


         base salary awarded in the ordinary course of 
         business to other key employees of the Company and 
         its subsidiaries.  Any increase in base salary 
         shall not serve to limit or reduce any other 
         obligation to the Executive under this Agreement.  
         Base salary shall not be reduced after any such 
         increase.  Base salary under Section 4(b)(i) shall 
         hereinafter be referred to as the "Base Salary".

                 (ii)  Annual Bonus.  In addition to Base 
                      ------------- 
         Salary, the Executive shall be awarded, for each 
         fiscal year during the Employment Period, an annual 
         bonus as shall be determined by the Board or its 
         Human Resources Committee in accordance with the 
         Incentive Compensation Plan of Group approved by 
         the Group Board of Directors ("Incentive Plan") or 
         otherwise.  The annual bonus under Section 4(b)(ii) 
         shall hereinafter be referred to as the "Annual 
         Bonus".

                (iii)  Incentive, Savings and Retirement
                       ---------------------------------
          Plans.  In addition to Base Salary and Annual 
          -----
          Bonus payable as hereinabove provided, the 
          Employee shall be entitled to participate during 
          the Employment Period in all incentive, savings 
          and retirement plans, practices, policies and 
          programs applicable on or after the Effective Date 
          to other key employees of the Company and its 
          subsidiaries (including but not limited to the 
          employee benefit plans listed on Exhibit A 
          hereto), in each case providing benefits which are 
          the economic equivalent to those in effect on the 
          Effective Date or as subsequently amended.  

                  (iv)  Welfare Benefit Plans.  During the 
                        ---------------------
          Employment Period, the Executive and/or the 
          Executive's family, as the case may be, shall be 
          eligible for participation in and shall receive 
          all benefits under welfare benefit plans, 
          practices, policies and programs provided by the 
          Company and its subsidiaries (including, without 
          limitation, medical, prescription, dental, 
          disability, salary continuance, employee life, 
          group life, accidental death and travel accident 
          insurance plans and programs) applicable on or 
          after the Effective Date to other key employees of 
          the Company and its subsidiaries, in each case 
          providing benefits which are the economic 
          equivalent to those in effect on the Effective 
          Date or as subsequently amended.  

                 (v)  Expenses.  During the Employment 
                      --------
          Period, the Executive shall be entitled to receive 
          prompt reimbursement for all reasonable expenses 
          incurred by the Executive in accordance with the 
          most favorable policies, practices and procedures 
          of the Company and its subsidiaries applicable at 
          any time on or after the Effective Date to other 
          key employees of the Company and its subsidiaries.

         (vi)  Fringe Benefits.  During the 
               ---------------    
          Employment Period, the Executive shall be entitled 
          to fringe benefits, including but not limited to 
          pass privileges for 

 
                                             7



          non-revenue 
          transportation in accordance with the most 
          favorable plans, practices, programs and policies           of the 
Company and its subsidiaries applicable at           any time on or after the 
Effective Date to other            key employees of the Company and its 
subsidiaries,           as those benefits may be amended from time to           
    time.  

                 (vii)  Office and Support Staff.  During 
                       ------------------------- 
          the Employment Period, the Executive shall be 
          entitled to an appropriate office or offices of a 
          size and with furnishings and other appointments, 
          and to secretarial and other assistance, as 
          provided to other key employees of the Company and 
          its subsidiaries.

                 (viii)  Vacation.  During the Employment 
                         --------
          Period, the Executive shall be entitled to paid 
          vacation in accordance with the most favorable 
          plans, policies, programs and practices of the 
          Company and its subsidiaries as in effect on or 
          after the Effective Date with respect to other key 
          employees of the Company and its subsidiaries, as 
          such policies, programs and practices may be 
          amended from time to time.


    5.    Termination.
          -----------

   (a)  Mutual Agreement.  The Executive's employment hereunder 
        ----------------
may be terminated at any time by mutual agreement on terms to be negotiated 
at the time of such termination.  
   (b) Death or Disability.  This Agreement shall terminate 
       -------------------
automatically upon the Executive's death.  If the Company determines in 
good faith that the Disability of the Executive has occurred (pursuant to 
the definition of "Disability" set forth below), it may give to the 
Executive written notice of its intention to terminate the Executive's 
employment.  In such event, the Executive's employment with the Company 
shall terminate effective on the 90th day after receipt by the Executive of 
such notice given at any time after a period of six consecutive months of 
Disability and while such Disability is continuing (the "Disability 
Effective Date"), provided that, within the 90 days after such receipt, the 
Executive shall not have returned to full-time performance of the 
Executive's duties.  For purposes of this Agreement, "Disability" means 
disability which, at least six months after its commencement, is determined 
to be total and permanent by a physician 


                                             8


selected by the Company or its insurers and acceptable to the Executive or 
the Executive's legal representative (such agreement as to acceptability 
not to be withheld unreasonably).  During such six month period and until 
the Disability Effective Date, Executive shall be entitled to all 
compensation provided for under Section 4 hereof.
   (c)  Other Termination.  During the Employment Period and 
        -----------------
prior to a Change of Control, the Company may terminate the Executive's 
employment for any reason.  During the Change of Control Period, the 
Company may terminate the Executive's employment for "Cause."  For purposes 
of this Agreement, "Cause" means (i) an act or acts of personal dishonesty 
taken by the Executive and intended to result in substantial personal 
enrichment of the Executive at the expense of the Company, (ii) repeated 
violations by the Executive of the Executive's obligations under Section 
4(a)(ii) of this Agreement which are demonstrably willful and deliberate on 
the Executive's part and which are not remedied in a reasonable period of 
time after receipt of written notice from the Company or (iii) the 
conviction of the Executive of a felony.
   (d)  Good Reason.  During the Employment Period, the 
        -----------
        Executive's employment hereunder may be terminated by the 
        Executive for Good Reason.  For purposes of this 
        Agreement, "Good Reason" means:
                   (i)  the assignment to the Executive of any 
    duties inconsistent in any respect with Executive's position 
    (including status, titles and reporting relationships), 
    authority, duties or responsibilities as contemplated by 
    Section 4(a) of this Agreement, or any other action by the 
    Company which results in a diminution in such position, 
    authority, duties or responsibilities, excluding for this 
    purpose an isolated, insubstantial and inadvertent action not 
    taken in bad faith and which is remedied by the Company 
    promptly after receipt of notice thereof given by the 
    Executive;
                   (ii) (x) any failure by the Company to comply 
    with any of the provisions of Section 4(b) of this Agreement, 
    other than an isolated, insubstantial and inadvertent failure 
    not occurring in bad faith and which is remedied by the 
    Company promptly after receipt of notice thereof given by the 
    Executive, or (y) after a Change of Control Date, any failure 
    of the Company to pay Base Salary or Annual Bonus in 
    accordance with Sections 4(b)(i) and (ii), respectively, and 
    any failure by the Company to maintain or provide the plans, 
    programs, policies and practices, and benefits described in 
    Sections 4(b)(iii) - (viii) on the

                                            9


    most favorable basis such plans programs, policies and 
    practices were maintained and benefits provided during the 
    90-day period immediately preceding the Change of Control 
    Date, or if more favorable to the Executive and/or the 
    Executive's family, as in effect at any time thereafter with 
    respect to other key employees of the Company and its 
    subsidiaries;;

                 (iii)  the Company's requiring the 
    Executive to be based at any office or location other 
    than that described in Section 4(a)(i)(B) or 4(a)(ii)(B) 
    hereof, except for travel reasonably required in the 
    performance of the Executive's responsibilities;

                 (iv)  any purported termination by the 
    Company of the Executive's employment otherwise than as 
    expressly permitted by this Agreement; or

                 (v)  any failure by the Company to comply 
    with and satisfy Section 11(c) of this Agreement.

    For purposes of this Section 5(d), any good faith determination of 
"Good Reason" made by the Executive on or after a Change of Control Date 
shall be conclusive.
    (e)  Notice of Termination.  Any termination by the Company 
         ---------------------
during the Employment Period and prior to a Change of Control shall be 
effected by the normal policies and practices of the Company.  Any 
termination by the Company during the Change of Control Period or by the 
Executive for Good Reason shall be communicated by Notice of Termination to 
the other party hereto given in accordance with Section 12(b) of this 
Agreement.  For purposes of this Agreement, a "Notice of Termination" means 
a written notice which (i) indicates the specific termination provision in 
this Agreement relied upon, (ii) sets forth in reasonable detail the facts 
and circumstances claimed to provide a basis for termination of the 
Executive's employment under the provision so indicated, and (iii) if the 
Date of Termination (as defined below) is other that the date of receipt of 
such notice, specifies the termination date (which date shall be not more 
than fifteen (15) days after the giving of such notice).  The failure by 
the Executive to set forth in the Notice of Termination any fact or 
circumstance which contributes to a showing of Good Reason shall not waive 
any right of the Executive hereunder or preclude the Executive from 
asserting such fact or circumstance in enforcing his rights hereunder.


                                            10


     (f)  Date of Termination.  "Date of Termination" means the 
          -------------------
date of receipt of the Notice of Termination or any later date specified 
therein, as the case may be; provided, however, that (i) if the Executive's 
employment is terminated by the Company other than for Cause or Disability, 
the Date of Termination shall be the date on which the Company notifies the 
Executive of such termination and (ii) if the Executive's employment is 
terminated by reason of death or Disability, the Date of Termination shall 
be the date of death of the Executive or the Disability Effective Date, as 
the case may be.
     6.     Obligations of the Company upon Termination.  
            -------------------------------------------
     (a)  Death.  If the Executive's employment is terminated by 
          -----
reason of the Executive's death, this Agreement shall terminate without 
further obligations to the Executive's legal representatives under this 
Agreement, other than those obligations accrued or earned and vested (if 
applicable) by the Executive as of the Date of Termination, including, for 
this purpose (i) the Executive's full Base Salary through the Date of 
Termination at the rate in effect on the Date of Termination, disregarding 
any reduction in Base Salary in violation of this Agreement (the "Highest 
Base Salary"), (ii) the product of the Annual Bonus paid to the Executive 
for the last full fiscal year and a fraction, the numerator of which is the 
number of days in the current fiscal year through the Date of Termination, 
and the denominator of which is 365 and (iii) any compensation previously 
deferred by the Executive (together with any accrued interest thereon) and 
not yet paid by the Company and any accrued vacation pay not yet paid by 
the Company (such amounts specified in clauses (i), (ii) and (iii) are 
hereinafter referred to as "Accrued Obligations").  All such Accrued 
Obligations shall be paid to the Executive's estate or beneficiary, as 
applicable, in a lump sum in cash within 30 days of the Date of 
Termination.  Anything in this Agreement to the contrary notwithstanding, 
the Executive's family shall be entitled to receive benefits at least equal 
to the most favorable benefits 

                                             11

provided by the Company and any of its subsidiaries to surviving families 
of employees of the Company and such subsidiaries under such plans, 
programs, practices and policies relating to family death benefits, if any, 
in accordance with the most favorable plans, programs, practices and 
policies of the Company and its subsidiaries in effect on or after the 
Effective Date or, if more favorable to the Executive  and/or the 
Executive's family, as in effect on the date of the Executive's death with 
respect to other key employees of the Company and its subsidiaries and 
their families.
     (b)  Disability.  If the Executive's employment is 
          ----------
terminated by reason of the Executive's Disability, this Agreement shall 
terminate without further obligations to the Executive, other than those 
obligations accrued or earned and vested (if applicable) by the Executive 
as of the Date of Termination, including for this purpose, all Accrued 
Obligations.  All such Accrued Obligations shall be paid to the Employee in 
a lump sum in cash within 30 days of the Date of Termination.  Anything in 
this Agreement to the contrary notwithstanding, the Employee shall be 
entitled after the Disability Effective Date to receive disability and 
other benefits at least equal to the most favorable of those provided by 
the Company and its subsidiaries to disabled employees and/or their 
families in accordance with such plans, programs, practices and policies 
relating to disability, if any, in accordance with the most favorable 
plans, programs, practices and policies of the Company and its subsidiaries 
in effect on or after the Effective Date or, if more favorable to the 
Executive and /or the Executive's family, as in effect at any time 
thereafter with respect to other key employees of the Company and its 
subsidiaries and their families.
     (c)  Cause.  If the Executive's employment shall be 
          -----
terminated for Cause, this Agreement shall terminate without further 
obligations to the Executive (other than the obligation to pay to the 
Executive the Highest Base Salary through the Date of Termination plus the 
amount of any accrued vacation pay not yet paid by the Company and any 
compensation previously deferred by the 

                                             12


Executive (together with accrued interest thereon).
     (d)  Resignation; Other than for Good Reason.  If the 
          ---------------------------------------
Executive terminates his employment other than for Good Reason, this 
Agreement shall terminate without further obligations to the Executive, 
other than those obligations accrued or earned and vested (if applicable) 
by the Executive through the Date of Termination, including for this 
purpose, all Accrued Obligations and any obligations provided for in an 
agreement, if any, between the Company and the Executive pursuant to 
Section 5(a).  All such Accrued Obligations shall be paid to paid to the 
Executive in a lump sum in cash within 30 days of the Date of Termination.
     (e)  Good Reason; Other than for Cause, Disability or Death.
          ------------------------------------------------------ 

          (1)  If, during the Employment Period and prior to a 
     Change of Control, the Company shall terminate the 
     Executive's employment other than for Cause, Disability or 
     death or if the Executive shall terminate his employment for 
     Good Reason, the Company shall pay to the Executive in a 
     lump sum in cash within 30 days after the Date of 
     Termination, the aggregate of the following amounts:

           A.   to the extent not theretofore paid, the 
           Executive's Highest Base Salary through the Date 
           of Termination; and

           B.   an amount equal to one times the Executive's 
           Highest Base Salary; and

           C.   in the case of compensation previously 
           deferred by the Executive, all amounts previously 
           deferred (together with any accrued interest 
           thereon) and not yet paid by the Company and any 
           accrued vacation pay not yet paid by the Company.

           (2)  If, during the Change of Control Period, the 
     Company shall terminate the Executive's employment other 
     than for Cause, Disability or death or if the Executive 
     shall terminate his employment for Good Reason:
  
           (i)  the Company shall pay to the Executive in a lump 
     sum in cash within 30 days after the Date of Termination the 
     aggregate of the following amounts:

            A.  to the extent not theretofore paid, the 
            Executive's Highest Base Salary through the Date 
            of Termination; and

            B.  the product of (x) the Annual Bonus paid to 
            the Executive for the 



                                             13


            last full fiscal year ending during the Change 
            of Control Period or, if higher, the Annual 
            Bonus paid to the Executive during the last full 
            fiscal year ending during the Change of Control 
            Period or, if higher, a constructive annual 
            bonus calculated to be equal to the bonus that 
            would have been payable to the Executive from 
            the Company for the last full fiscal year ending 
            prior to the Date of Termination (regardless of 
            whether the Executive was employed in an officer 
            position for all or any part of such fiscal 
            year) as if Group had achieved the "target level 
            of performance" under the Incentive Plan set at 
            the level for the fiscal year immediately 
            preceding the Change of Control Date and 
            assuming the Executive's "target percentage" 
            under the Incentive Plan equals such target 
            percentage assigned to the Executive immediately 
            preceding the Change of Control Date (the 
            highest Annual Bonus determined under this 
            clause (x) shall hereinafter be referred to as 
            the "Recent Bonus") and (y) a fraction, the 
            numerator of which is the number of days in the 
            current fiscal year through the Date of 
            Termination and the denominator of which is 365; 
            and

            C.   the product of (x) three and (y) the sum of 
            (i) the Highest Base Salary and (ii) the Recent 
            Bonus; and

            D.   in the case of compensation previously 
            deferred by the Executive, all amounts 
            previously deferred (together with any accrued 
            interest thereon) and not yet paid by the 
            Company and any accrued vacation pay not yet 
            paid by the Company.

            (ii)  the Company shall provide to the Executive 
            after the Date of Termination the aggregate of 
            the following:

            A.   for the remainder of the Change of Control 
            Period or such longer period as any plan, 
            program, practice or policy may provide, the 
            Company shall continue benefits to the Executive 
            and/or the Executive's family at least equal to 
            those which would have been provided to them in 
            accordance with the plans, programs, practices 
            and policies described in Section 4(b)(iii) 
            (with respect to any retirement plans), (iv) and 
            (v) of this Agreement if the Executive's 
            employment had not been terminated, including 
            health insurance and life insurance, in 
            accordance with the most favorable plans, 
            practices, programs or policies of the Company 
            and its subsidiaries in effect on or after the 
            Change of Control Date or, if more favorable to 
            the Executive, as in effect at any time 
            thereafter with respect to other key employees 
            and their families and for purposes of 
            eligibility for retiree benefits pursuant to 
            such plans, practices, programs and policies, 
            the Executive shall be considered to have 
            remained employed until the end of the Change of 
            Control Period and to have retired on the last 
            day of such period; and

          B.   at the expiration of the Change of Control 
          Period, the Company shall continue to provide the Executive 
with health insurance and on-line travel 


                                             14


          privileges on the same basis such benefits were 
          provided to the Executive on the last day of the 
          Change of Control Period, with such benefits to 
          continue for the life of the Executive; provided, 
          however, that if the Executive becomes eligible 
          for health insurance through a subsequent 
          employer, the Company's provision of such benefits 
          shall be secondary to the benefit coverage of the 
          subsequent employer.

     7.   Non-exclusivity of Rights.  Nothing in this Agreement 
          -------------------------
shall prevent or limit the Executive's continuing or future participation 
in any benefit, bonus, incentive or other plans, programs, policies or 
practices, provided by Group, the Company or any of its subsidiaries and 
for which the Executive may qualify, nor shall anything herein limit or 
otherwise affect such rights as the Executive may have under any stock 
option, restricted stock or other agreements with Group, the Company or any 
of its subsidiaries.  Amounts which are vested benefits or which the 
Executive is otherwise entitled to receive under any plan, policy, practice 
or program of Group, the Company or any of its subsidiaries at or 
subsequent to the Date of Termination shall be payable in accordance with 
such plan, policy practice or program.
     8.   Full Settlement.  The Company's obligation to make the payments 
          ---------------
provided for in this Agreement and otherwise to perform its obligations 
hereunder shall not be affected by any set-off, counterclaim, recoupment, 
defence or other claim, right or action which the Company may have against 
the Executive or others.  In no event shall the Executive be obligated to 
seek other employment or take any other action by way of mitigation of the 
amounts payable to the Executive under any of the provisions of this 
Agreement.  The Company agrees to pay, to the full extent permitted by law, 
all legal fees and expenses, as incurred by the Company, the Executive and 
others, which the Executive may reasonably incur as a result of any contest 
(regardless of the outcome thereof) by the Company or others of the 
validity or enforceability of, or liability under, any provision of this 
Agreement or any guarantee of performance thereof (including as a result of 


                                             15

any contest by the Executive about the amount of any payment pursuant of 
Section 9 of this Agreement), plus in each case interest at the applicable 
Federal rate provided for in Section 7872(f)(2) of the Internal Revenue 
Code of 1986, as amended (the "Code").
     9.   Certain Additional Payments by the Company.
          ------------------------------------------
     (a)  Anything in this Agreement to the contrary notwithstanding, in 
the event it shall be determined that any payment or distribution by the 
Company to or for the benefit of the Executive (whether paid or payable or 
distributed or distributable pursuant to the terms of this Agreement or 
otherwise, but determined without regard to any additional payments 
required under this Section 9) (a "Payment"), would be subject to the 
excise tax imposed by Section 4999 of the Code or any interest or penalties 
with respect to such excise tax (such excise tax, together with any such 
interest and penalties, are hereinafter collectively referred to as the 
"Excise Tax"), then the Executive shall be entitled to receive an 
additional payment (a "Gross-Up Payment") in an amount such that after 
payment by the Executive of all taxes (including any interest or penalties 
imposed with respect to such taxes), including, without limitation, any 
income taxes (and any interest and penalties imposed with respect thereto) 
and Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an 
amount of the Gross-Up Payment equal to the Excise Tax imposed upon 
Payments.
     (b)  Subject to the provisions of Section 9(c), all determinations 
required to be made under this Section 9, including whether a Gross-Up 
Payment is required and the amount of such Gross-Up Payment, shall be made 
by the firm of independent public accountants selected by Group to audit 
its financial statements (the "Accounting Firm") which shall provide 
detailed supporting calculations both to the Company and the Executive 
within 15 business days of the receipt of notice from the Executive that 
there has been a Payment, or such earlier time as is requested by the 
Company.  In the event that the Accounting Firm is serving as accountant or 
auditor for the 


                                             16


individual, entity or group  effecting the Change of Control, the Executive 
shall appoint another nationally recognized accounting firm to make the 
determinations required hereunder (which accounting firm shall then be 
referred to as the Accounting Firm hereunder).  All fees and expenses of 
the Accounting Firm shall be borne solely by the Company.  Any Gross-Up 
Payment, as determined pursuant to this Section 9, shall be paid to the 
Executive within 5 days of the receipt of the Accounting Firm's 
determination.  If the Accounting Firm determines that no Excise Tax is 
payable by the Executive, it shall furnish the Executive with a written 
opinion that failure to report the Excise Tax on the Executive's applicable 
federal income tax return would not result in the imposition of a 
negligence or a similar penalty.  Any determination by the Accounting Firm 
shall be binding upon the Company and the Executive.  As a result of the 
uncertainty in the application of Section 4999 of the Code at the time of 
the initial determination by the Accounting Firm hereunder, it is possible 
that Gross-up Payments which will not have been made by the Company should 
have been made ("Underpayment"), consistent with the calculations required 
to be made hereunder.  In the event that the Company exhausts its remedies 
pursuant to Section 9(c) and the Executive thereafter is required to make a 
payment of any Excise Tax, the Accounting Firm shall determine the amount 
of the Underpayment that has occurred and any such Underpayment shall be 
promptly paid by the Company to or for the benefit of the Executive.
     (c)  The Executive shall notify the Company in writing of any claim by 
the Internal Revenue Service that, if successful, would require the payment 
by the Company of the Gross-Up Payment.  Such notification shall be given 
as soon as practicable but no later than ten business days after the 
Executive knows of such claim and shall apprise the Company of the nature 
of such claim and the date on which such claim is requested to be paid.  
The Executive shall not pay such claim prior to the expiration of the 
thirty-day period following the date on which it gives such notice to


                                             17


the Company (or such shorter period ending on the date that any payment of 
taxes with respect to such claim is due).  If the Company notifies the 
Executive in writing prior to the expiration of such period that it desires 
to contest such claim, the Employee shall:
     (i)   give the Company any information reasonably 
               requested by the Company relating to such 
               claim,

     (ii)  take such action in connection with contesting 
     such claim as the Company shall reasonably request in 
     writing from time to time, including, without 
     limitation, accepting legal representation with respect 
     to such claim by an attorney reasonably selected by the 
     Company,

     (iii)  cooperate with the Company in good faith in 
     order effectively to contest such claim,

     (iv)  permit the Company to participate in any 
     proceedings relating to such claim; provided, however, 
     that the Company shall bear and pay directly all costs 
     and expenses (including additional interest and 
     penalties) incurred in connection with such contest and 
     shall indemnify and hold the Executive harmless, on an 
     after-tax basis, for any Excise Tax or income tax, 
     including interest and penalties with respect thereto, 
     imposed as a result of such representation and payment 
     of costs and expenses.  Without limitation on the 
     foregoing provisions of this Section 9(c), the Company 
     shall control all proceedings taken in connection with 
     such contest and, at its sole option, may pursue or 
     forgo any and all administrative appeals, proceedings, 
     hearings and conferences with the taxing authority in 
     respect of such claim and may, at its sole option, 
     either direct the Executive to pay the tax claimed and 
     sue for a refund or contest the claim in any 
     permissible manner, and the Executive agrees to 
     prosecute such contest to a determination before any 
     administrative tribunal, in a court of initial 
     jurisdiction and in one or more appellate courts, as 
     the Company shall determine; provided, however, that if 
     the Company directs the Executive to pay such claim and 
     sue for a refund, the Company shall advance the amount 
     of such payment to the Executive, on an interest-free 
     basis and shall indemnify and hold the Executive 
     harmless, on an after-tax basis, from any Excise Tax or 
     income tax, including interest or penalties with 
     respect thereto, imposed with respect to such advance 
     or with respect to any imputed income with respect to 
     such advance; and further provided that any extension 
     of the statute of limitations relating to payment of 
     taxes for the taxable year of the Executive with 
     respect to which such contested amount is claimed to be 
     due is limited solely to such contested amount.  
     Furthermore, the Company's control of the contest shall 
     be limited to issues with respect to which a Gross-Up 
     Payment would be payable hereunder and the Executive 
     shall be entitled to settle or contest, as the case may 
     be, any other issue raised by the Internal Revenue 
     Service or any other taxing authority.

     (d)  If, after the receipt by the Executive of an amount advanced by the 
Company 

                                            18


pursuant to Section 9(c), the Executive becomes entitled to receive any refund 
with respect to such claim, the Executive shall (subject to the Company's 
complying with the requirements of Section 9(c)) promptly pay to the Company
the amount of such refund (together with any interest paid or credited thereon
after taxes applicable thereto).  If, after the receipt by the Executive of an
amount advanced by the Company pursuant to Section 9(c), a determination is
made that the Executive shall not be entitled to any refund with respect to
such claim and the Company does not notify the Executive in writing of its 
intent to contest such denial of refund prior to the expiration of thirty
days after such determination, then such advance shall be forgiven and shall
not be required to be repaid and the amount of such advance shall offset, to
the extent thereof, the amount of Gross-Up Payment required to be paid.

     10.   Confidential Information.  The Executive shall hold in 
           ------------------------
a fiduciary capacity for the benefit of the Company all secret or 
confidential information, knowledge or data relating to Group, the Company 
or any of their subsidiaries, and their respective businesses, which shall 
have been obtained by the Executive's employment by the Company or any of 
its subsidiaries and which shall not be or become public knowledge (other 
than by acts by Executive or his representatives in violation of this 
Agreement).  After termination of the Executive's employment with the 
Company, the Executive shall not, without the prior written consent of the 
Company, communicate or divulge any such information, knowledge or data to 
anyone other than the Company and those designated by it.  Notwithstanding 
the foregoing, the Executive or his representatives may disclose any such 
information if such information is compelled by legal process, provided 
that if Executive is so compelled, he shall provide the Company with prompt 
notice so that it may seek a protective order or other remedy.  In any 
event, Executive shall furnish only that portion of the confidential 


                                            19



information that is legally required to be disclosed.  In the event the 
Executive breaches any provision of this Section 10, any payments or other 
benefits promised under this Agreement shall be forfeited.  Such a 
forfeiture shall not limit the Company from seeking any other contractual 
or equitable remedies available to it which are appropriate under the 
circumstances.  The Executive expressly consents to the award of injunctive 
relief in the event a violation of this Section 10 is alleged by the 
Company.  
     11.   Successors
           ----------.
     (a)  This Agreement is personal to the Executive and without the prior 
written consent of the Company shall not be assignable by the Executive 
otherwise than by will or the laws of descent and distribution.   This 
Agreement shall inure to the benefit of and be enforceable by the 
Executive's legal representatives.
     (b)  This Agreement shall inure to the benefit of and be binding upon 
the Company and its successors and assigns.
     (c)  The Company will require any successor (whether direct or 
indirect, by purchase, merger, consolidation or otherwise) to all or 
substantially all of the business and/or assets of the Company to assume 
expressly and agree to perform this Agreement in the same manner and to the 
same extent that the Company would be required to perform it if no such 
succession had taken place.  As used in this Agreement, "Company" shall 
mean the Company as hereinbefore defined and any successor to its business 
and/or assets as aforesaid which assumes and agrees to perform this 
Agreement by operation of law, or otherwise.
     12.   Miscellaneous.
           -------------
     (a)  This Agreement shall be governed by and construed in accordance 
with the laws of the State of Delaware, without reference to principles of 
conflict of laws.  The captions of this 



                                             20


Agreement are not part of the provisions hereof and shall have no force or 
effect.  This Agreement may not be amended or modified otherwise than by a 
written agreement executed by the parties hereto or their respective 
successors and legal representatives.
     (b)  All notices and other communications hereunder shall be in 
writing and shall be given by hand delivery to the other party or by 
registered or certified mail, return receipt requested, postage prepaid, 
addressed as follows:
     If to the Executive:            If to the Company:
     -------------------             -----------------

     N. Bruce Ashby                  US Airways, Inc.
     11326 Bright Pond Lane          Crystal Park Four
     Reston, VA 20194                2345 Crystal Drive
                                     Arlington, VA 22227
                                     Attention: General Counsel

or to such other address as either party shall have furnished to the other 
in writing in accordance herewith.  Notice and communications shall be 
effective when actually received by the addressee.
     (c)  The invalidity or unenforceability of any provision of this 
Agreement shall not affect the validity or enforceability of any other 
provision of this Agreement.
     (d)  The Company may withhold from any amounts payable under this 
Agreement such Federal, state or local taxes as shall be required to be 
withheld pursuant to any applicable law or regulation.
     (e)  The Executive's failure to insist upon strict compliance with any 
provision hereof shall not be deemed to be a waiver of such provision or 
any other provision thereof.
     (f)  Words or terms in this Agreement which connote the masculine 
gender are deemed to apply equally to female executives.
     (g)  This Agreement supersedes any prior employment or severance 
agreement between the Company and the Executive, and contains the entire 
understanding of the Company and the 


                                            21


Executive with respect to the subject matter hereof.

     IN WITNESS WHEREOF, the Executive has hereunto set his hand and, 
pursuant to the authorization from its Board of Directors, the Company has 
caused these presents to be executed in its name on its behalf, all as of 
the day and year first above written.



                              US AIRWAYS, INC.

                              /s/ Michelle V. Bryan
                              ---------------------
                              Michelle V. Bryan
                              Vice President, Deputy General     
                                Counsel and Secretary



                              EXECUTIVE


                             /s/ N. Bruce Ashby
                             -----------------------
                             N. Bruce Ashby






                                            22


                             EXHIBIT A
                             ---------




US Airways, Inc. Employee Savings Plan

US Airways, Inc. Employee Pension Plan

US Airways, Inc. Supplemental Executive Defined Contribution Plan

1996 Stock Incentive Plan of US Airways Group, Inc.

Incentive Compensation Plan of US Airways Group, Inc.

Individual Supplemental Retirement Agreements in effect with certain 
officers 

Restricted Stock Agreements with certain senior officers 




                                             23