Exhibit 10.2

Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. The omitted text has been marked with a triple
asterisk ("***") and has been filed separately with the Securities and
Exchange Commission.


                              AMENDMENT NO. 1

                         dated as of June 10, 1998

              TO THE AIRBUS A319/A320/A321 PURCHASE AGREEMENT

                        dated as of October 31, 1997

                                  between

                               AVSA, S.A.R.L.

                                    and

                           US Airways Group, Inc.





                              AMENDMENT NO. 1


This Amendment No. 1 (hereinafter referred to as the "Amendment") is
entered into as of June 10, 1998, by and between AVSA, S.A.R.L, a societe a
responsabilite limitee organized and existing under the laws of the
Republic of France, having its registered office located at 2, Rond Point
Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the
"Seller") and US Airways Group, Inc., a corporation organized and existing
under the laws of the State of Delaware, United States of America, having
its executive offices located at 2345 Crystal Drive, Arlington, VA 22227
(hereinafter referred to as the "Buyer");


                                 WITNESSETH


WHEREAS, the Buyer and the Seller entered into an Airbus A319/A320/A321
Purchase Agreement, dated as of October 31, 1997, relating to the sale by
the Seller and the purchase by the Buyer of certain Airbus Industrie A319,
A320 and A321 model Aircraft (the "Aircraft"), which agreement, together
with all Exhibits, Appendices, and Letter Agreements attached thereto is
hereinafter called the "Agreement."

WHEREAS, the Buyer and the Seller agree to amend Clause 9 of the Agreement
and make other amendments to the Agreement.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS :



1.    DEFINITIONS

      Capitalized terms used herein and not otherwise defined in this
      Amendment will have the meaning assigned to them in the Agreement.
      The terms "herein," "hereof," and "hereunder" and words of similar
      import refer to this Amendment.

2.    DELIVERY DATES

2.1   The Buyer and the Seller hereby agree to

      (i)   amend the delivery schedules for Firm A319 Aircraft, Firm A320
            Aircraft and Reconfirmable A319 Aircraft, and

      (ii)  *** 

2.2   Therefore,

      (i)   Subclauses 9.1.1 and 9.1.2 of the Agreement are hereby
            superseded and replaced by the following quoted text, and

      (ii)  ***

QUOTE

9.1.1       The Buyer will accept the Aircraft, during the months and years
            set forth below in this Subclause 9.1.1.

            (i)      Firm A319 Aircraft

Firm A319        Month of
Aircraft No.     Delivery  
------------     --------

***              ***




            (ii)     Firm A320 Aircraft

Firm A320        Month of
Aircraft No.     Delivery
------------     --------

***              ***     



            (iii)    Reconfirmable A319 Aircraft

Reconfirmable          Month of
A319 Aircraft No.      Delivery
-----------------      -------- 

***                    ***     



9.1.2 [INTENTIONALLY LEFT BLANK]

UNQUOTE

2.3   On signature of this Amendment, the Buyer will make all Predelivery
      Payments due as a result of the rescheduling of Aircraft as set forth
      above under Subparagraphs 2.1 and 2.2.

2.4   The Buyer and the Seller hereby agree to replace Subclause 9.1.4 of
      the Agreement with the following paragraph.

QUOTE

9.1.4 ***

UNQUOTE

3.    DELIVERY SCHEDULE

3.1   In addition to the Seller's obligations set forth in Paragraph 3 of
      Letter Agreement No. 2 to the Agreement and in Paragraph 3 of Letter
      Agreement No. 3 to the Agreement, the Buyer and the Seller hereby
      agree ***.

3.2   The Buyer and the Seller hereby agree to replace Subparagraph 3.1 of
      Letter Agreement No.2 to the Agreement with the following paragraph.

QUOTE

      ***

UNQUOTE

3.3   The Buyer and the Seller hereby agree to amend the first paragraph of
      Paragraph 2 of Letter Agreement No. 3 to the Agreement by replacing
      such first paragraph with the following quoted text.

QUOTE

      ***

UNQUOTE

4.    PERFORMANCE GUARANTEES

      The Buyer and the Seller hereby agree to amend Subparagraphs 2.2,
      2.2.1, 2.2.3 and 2.2.7 of Letter Agreements Nos. 8A, 8B and 8C by
      replacing the "Original Text" with the "New Text" listed in the table
      below. For ease of reference, these changes have been incorporated
      into amended versions of Letter Agreements Nos. 8A, 8B and 8C
      attached to this Amendment as Exhibits 1, 2 and 3 entitled "Amended
      Letter Agreement No. 8A," "Amended Letter Agreement No. 8B" and
      "Amended Letter Agreement No. 8C." Exhibits 1, 2 and 3 hereby
      supersede and replace Letter Agreements Nos. 8A, 8B and 8C attached
      to the Agreement

<TABLE>
<CAPTION>

=====================================================================================================
SUBPARAGRAPH          ORIGINAL TEXT                               NEW TEXT
                      -------------------------------------------------------------------------------
                      A319          A320          A321            A319         A320         A321
=====================================================================================================
<C>                  <C>           <C>            <C>             <C>          <C>          <C> 
2.2                  ***          ***            ***             ***          ***           ***

2.2.1                17 feet      17 feet        17 feet         151 feet     151 feet      151 feet

2.2.3                445 lb       500 lb         670 lb          380 lb       410 lb        570 lb

2.2.7                7,140 lb     7,500 lb       8, 760 lb       6,630 lb     6,930 lb      7,940 lb
</TABLE>


5.    EFFECT OF THE AMENDMENT

      The Agreement will be deemed to be amended to the extent herein
      provided, and, except as specifically amended hereby, will continue
      in full force and effect in accordance with its original terms. The
      Amendment supersedes any previous understandings, commitments, or
      representations whatsoever, whether oral or written, related to the
      subject matter of this Amendment.

      Both parties agree that this Amendment will constitute an integral,
      nonseverable part of said Agreement, that the provisions of said
      Agreement are hereby incorporated herein by reference, and that this
      Amendment will be governed by the provisions of said Agreement,
      except that if the Agreement and this Amendment have specific
      provisions which are inconsistent, the specific provisions contained
      in this Amendment will govern.

6.    ASSIGNMENT

      This Amendment and the rights and obligations of the Buyer hereunder
      will not be assigned or transferred in any manner without the prior
      written consent of the Seller, and any attempted assignment or
      transfer in contravention of the provisions of this Paragraph 6 will
      be void and of no force or effect. Notwithstanding the preceding
      sentence, the terms of Subclauses 19.5 and 19.6 of the Agreement will
      apply to this Amendment.



      If the foregoing correctly sets forth our understanding, please
indicate your acceptance by signing in the space provided below.

                                          Very truly yours,

                                          AVSA, S.A.R.L.


                                          By: /s/ Michele Lascaux
                                             ----------------------

                                          Its:  Director Contracts

                                          Date: November 24, 1998


Agreed and Accepted

US Airways Group, Inc.



By: /s/ Thomas A. Fink
   ----------------------

Its:  Treasurer

Date: November 24, 1998




A319-112
CFM 56-5B-6 ENGINES
                                                                     EXHIBIT 1


                      AMENDED LETTER AGREEMENT NO. 8A


                                                           As of June 10, 1998


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:   A319-112 PERFORMANCE GUARANTEES

Ladies and Gentlemen:

      US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the
"Seller"), have entered into an Airbus A319/A320/A321 Purchase Agreement
dated as of October 31, 1997 (the "Agreement"), which covers, among other
things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The
Buyer and the Seller have agreed to set forth in this Amended Letter
Agreement No. 8A (the "Letter Agreement") certain additional terms and
conditions regarding the sale of the Aircraft. Capitalized terms used
herein and not otherwise defined in this Letter Agreement will have the
meanings assigned thereto in the Agreement. The terms "herein," "hereof"
and "hereunder" and words of similar import refer to this Letter Agreement.

      Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that
if the Agreement and this Letter Agreement have specific provisions which
are inconsistent, the specific provisions contained in this Letter
Agreement will govern.

         The Seller, in its capacity as "Buyer" under its arrangement with
the Manufacturer, has negotiated and obtained the following performance and
weight guarantees (the "Guarantees") from the Manufacturer, in its capacity
as "Seller" with respect to the Aircraft, subject to the terms, conditions,
limitations and restrictions all as hereinafter set out. The Seller hereby
guarantees to the Buyer the performance by the Manufacturer of the
Manufacturer's obligations and assigns to the Buyer and the Buyer hereby
accepts, as to each A319 Aircraft delivered to the Buyer under the
Agreement, all of the rights and obligations of the Seller with respect to
such A319 Aircraft in the Seller's capacity as "Buyer" as aforesaid under
the said Guarantees and the Seller subrogates the Buyer into all such
rights and obligations in respect of such A319 Aircraft. The Seller hereby
warrants to the Buyer that it has all the requisite authority to make the
foregoing assignment and effect the foregoing subrogation to and in favor
of the Buyer and that it will not enter into any amendment of the
provisions so assigned or subrogated without the prior written consent of
the Buyer.

      Capitalized terms used in the following quoted provisions and not
otherwise defined herein will have the meanings assigned thereto in the
Agreement except that the term "Seller" refers to the Manufacturer and the
term "Buyer" refers to the Seller (as defined in the Agreement).

QUOTE

         PREAMBLE

         The guarantees defined below (the "Guarantees") are applicable to
         the A319 Aircraft as described in the Technical Specification
         J.000.02000 Issue 3 dated 29 March 1995 amended by Specification
         Change Notices for:

         i)  the fitting CFM International CFM 56-5B-6 propulsion systems

         ii) the increase in the Maximum Take-Off Weight to 166,450 lb (75,500
             kg)

         without taking into account any further changes thereto as provided
         in the Agreement.

         Notwithstanding the foregoing the Seller reserves the right to
         increase the Design Weights above the weights shown in the
         Specification in order to satisfy the Guarantees.

1        GUARANTEED PERFORMANCE

1.1      Take-off

1.1.1    FAR take-off field length at an A319 Aircraft gross weight of
         166,450 lb (75,500 kg) at the start of ground run at sea level
         pressure altitude at a temperature of 84(degree)F will be not more
         than a guaranteed value of 8,980 feet.

1.1.2    When operated under the following conditions (representative of
         PHX 08R):

         Pressure altitude                      : 1,133 ft
         Ambient temperature                    : 100(degree)F
         Take-off run available ("TOR")         : 10,300 feet
         Take-off distance available            : 10,300 feet
         Accelerate-stop distance available     : 10,300 feet
         Slope                                  : 0.20% uphill
         Wind                                   : Zero
         Obstacles (height and distance         : 15 feet/1,438 feet
                    from end of TOR)            : 418 feet/17,285 feet

         the maximum permissible weight at the start of ground run will be
         not less than a guaranteed value of 158,250 lb.

1.1.3    When operated under the following conditions (representative of
         DEN 09):

         Pressure altitude                      : 5,431 ft
         Ambient temperature                    : 84(degree)F
         Take-off run available ("TOR")         : 12,000 feet
         Take-off distance available            : 12,000 feet
         Accelerate-stop distance available     : 12,000 feet
         Slope                                  : 0.01% uphill
         Wind                                   : Zero
         Obstacles                              : None

         the maximum permissible weight at the start of ground run will be
         not less than a guaranteed value of 158,700 lb.

1.2      Second Segment

         The A319 Aircraft will meet FAR 25 regulations for one engine
         inoperative climb after take-off, undercarriage retracted, at a
         weight corresponding to the stated weight at the start of ground
         run at the altitude and temperature and in the configuration of
         flap angle and safety speed required to comply with the
         performance guaranteed in Subparagraph 1.1.

1.3      Initial Cruise Altitude

         At an A319 Aircraft gross weight of 145,000 lb in ISA+10(degree)C
         conditions the pressure altitude for:

         1) Level flight at a true Mach number of 0.78 using a thrust not
            exceeding maximum cruise thrust
         2) A rate of climb of not less than 300 ft/min at a true Mach
            number of 0.78 using a thrust not exceeding maximum climb
            thrust
         3) A buffet maneuver margin of not less than 0.3g at a true Mach
            number of 0.78

         will be not less than a guaranteed value of 37,000 ft.

1.4      Speed

         Level flight speed at an A319 Aircraft gross weight of 145,000 lb
         at a pressure altitude of 35,000 ft in ISA+10(degree)C conditions
         using a thrust not exceeding maximum cruise thrust will be not
         less than a guaranteed true Mach number of 0.805.

1.5      Specific Range

1.5.1    The nautical miles per pound of fuel at an A319 Aircraft gross
         weight of 145,000 lb at a pressure altitude of 35,000 ft in
         ISA+10(degree)C conditions at a true Mach number of 0.78 will be
         not less than a guaranteed value of 0.0833 nm/lb.

1.5.2    The nautical miles per pound of fuel at an A319 Aircraft gross
         weight of 140,000 lb at a pressure altitude of 37,000 ft in
         ISA+10(degree)C conditions at a true Mach number of 0.78 will be
         not less than a guaranteed value of 0.0867 nm/lb.

1.6      En-route One Engine Inoperative

         The A319 Aircraft will meet FAR regulations minimum en-route climb
         one engine inoperative and the other operating at the maximum
         continuous thrust with anti-icing off at an A319 Aircraft gross
         weight of 145,000 lb in the cruise configuration in
         ISA+10(degree)C conditions at a guaranteed pressure altitude of
         not less than 16,000 ft.

1.7      Landing Field Length

1.7.1    FAR certified wet landing field length at an A319 Aircraft gross
         weight of 134,480 lb (61,000 kg) at sea level pressure altitude
         will be not greater than 5,720 feet.

1.7.2    FAR certified wet landing field length at an A319 Aircraft gross
         weight of 134,480 lb (61,000 kg) at a pressure altitude of 5,431
         ft will be not greater than 6,500 feet.

2        MISSION GUARANTEES

2.1      The A319 Aircraft will be capable of carrying a guaranteed payload
         of not less than *** lb over a still air stage distance of 2,610
         nautical miles (representative of PHL to SFO with a 65 knot
         headwind) when operated under the conditions defined below:

2.1.1    The departure airport conditions (representative of PHL 09R) are
         as follows:

         Pressure altitude                       : 21 ft
         Ambient temperature                     : 84(degree)F
         Take-off run available ("TOR")          : 10,499 feet
         Take-off distance available             : 10,499 feet
         Accelerate-stop distance available      : 10,499 feet
         Slope                                   : 0.10% downhill
         Wind                                    : Zero
         Obstacles (height and distance          : 17 feet/1,090 feet
                    from end of TOR              : 57 feet/4,306 feet
                                                 : 178 feet/9,500 feet

         The destination airport conditions are such as to allow the
         required landing weight to be used without restriction. Pressure
         altitude is 11 feet.

2.1.2    An allowance of 220 lb of fuel is included for taxi at the
         departure airport.

2.1.3    An allowance of 505 lb of fuel is included for take-off and climb
         to 1,500 ft above the departure airport at 84(degree)F with
         acceleration to climb speed.

2.1.4    Climb from 1,500 ft above the departure airport up to cruise
         altitude using maximum climb thrust and cruise at a fixed Mach
         number of 0.78 at pressure altitudes of 35,000 ft and 39,000 ft
         and descent to 1,500 ft above the destination airport are
         conducted in ISA+10(degree)C conditions. Climb and descent speeds
         below 10,000 ft will be 250 knots CAS.

2.1.5    An allowance of 190 lb of fuel is included for approach and land at
         the destination airport.

2.1.6    Stage distance is defined as the distance covered during climb,
         cruise and descent as described in Subparagraph 2.1.4 above.

2.1.7    At the end of approach and land 7,110 lb of fuel will remain in
         the tanks. This represents the estimated fuel required for:

         1) Missed approach
         2) Diversion consisting of climb and cruise in ISA+10(degree)C
            conditions over a still air distance of 150 nautical miles
            starting at 1,500 ft above the destination airport.
         3) Holding for 45 minutes at 20,000 ft pressure altitude in
            ISA+10(degree)C conditions.

2.2      The A319 Aircraft will be capable of carrying a guaranteed payload
         of not less than *** lb over a still air stage distance of 1,545
         nautical miles (representative of STT to PHL with a 37 knot
         headwind) when operated under the conditions defined below:

2.2.1    The departure airport conditions (representative of STT 10) are as
         follows:

         Pressure altitude                     : 24 ft
         Ambient temperature                   : 84(degree)F
         Take-off run available ("TOR")        : 7,000 feet
         Take-off distance available           : 7,000 feet
         Accelerate-stop distance available    : 7,000 feet
         Slope                                 : 0.20% downhill
         Wind                                  : Zero
         Obstacle (height and distance         : 151 feet/2,083 feet
                   from end of TOR)

         The destination airport conditions are such as to allow the
         required landing weight to be used without restriction. Pressure
         altitude is 21 feet.

2.2.2    An allowance of 220 lb of fuel is included for taxi at the
         departure airport.

2.2.3    An allowance of 380 lb of fuel is included for take-off and climb
         to 1,500 ft above the departure airport at 84(degree)F with
         acceleration to climb speed.

2.2.4    Climb from 1,500 ft above the departure airport up to cruise
         altitude using maximum climb thrust and cruise at a fixed Mach
         number of 0.78 at pressure altitudes of 35,000 ft and 39,000 ft
         and descent to 1,500 ft above the destination airport are
         conducted in ISA+10(degree)C conditions. Climb and descent speeds
         below 10,000 ft will be 250 knots CAS.

2.2.5    An allowance of 200 lb of fuel is included for approach and land at
         the destination airport.

2.2.6    Stage distance is defined as the distance covered during climb,
         cruise and descent as described in Subparagraph 2.2.4 above.

2.2.7    At the end of approach and land 6,630 lb of fuel will remain in the
         tanks. This represents the estimated fuel required for:

         1) Missed approach
         2) Diversion consisting of climb and cruise in ISA+10(degree)C
            conditions over a still air distance of 150 nautical miles
            starting at 1,500 ft above the destination airport.
         3) Holding for 45 minutes at 20,000 ft pressure altitude in
            ISA+10(degree)C conditions.

2.3      In carrying a fixed payload of 26,760 lb over a still air stage
         distance of 2,000 nautical miles when operated under the
         conditions defined below the Block Fuel will be not more than a
         guaranteed value of *** lb.

2.3.1    The departure airport conditions are such as to allow the required
         take-off weight to be used without restriction.

         The destination airport conditions are such as to allow the
         required landing weight to be used without restriction.

2.3.2    An allowance of 220 lb of fuel is included for taxi at the
         departure airport.

2.3.3    An allowance of 430 lb of fuel is included for take-off and climb
         to 1,500 ft pressure altitude with acceleration to climb speed at
         a temperature of 84(degree)F.

2.3.4    Climb from 1,500 ft pressure altitude up to cruise altitude using
         maximum climb thrust and cruise at a fixed Mach number of 0.78 at
         pressure altitudes of 35,000 ft and 39,000 ft and descent to 1,500
         ft pressure altitude are conducted in ISA+10(degree)C conditions.
         Climb and descent speeds below 10,000 ft will be 250 knots CAS.

2.3.5    An allowance of 200 lb of fuel is included for approach and
         landing at the destination airport.

2.3.6    An allowance of 70 lb of fuel is included for taxi at the
         destination airport.

2.3.7    Stage distance is defined as the distance covered during climb,
         cruise and descent as described in Subparagraph 2.3.4 above.

         Block Fuel is defined as the fuel burnt during taxi, take-off,
         climb, cruise, descent and approach and landing as described in
         Subparagraphs 2.3.2 to 2.3.6 inclusive.

2.3.8    At the end of approach and landing 6,890 lb of fuel will remain in
         the tanks. This represents the estimated fuel required for:

         1) Missed approach
         2) Diversion consisting of climb and cruise in ISA+10(degree)C
            conditions over a still air distance of 150 nautical miles
            starting at 1,500 ft pressure altitude above the destination
            airport.
         3) Holding for 45 minutes at 20,000 ft pressure altitude in
            ISA+10(degree)C conditions.

2.4      The A319 Aircraft will be capable of carrying a fixed payload of
         31,960 lb over a guaranteed still air stage distance of not less
         than *** nautical miles when operated under the conditions defined
         below:

2.4.1    The departure airport conditions are such as to allow the required
         take-off weight to be used without restriction.

         The destination airport conditions are such as to allow the
         required landing weight to be used without restriction.

2.4.2    An allowance of 220 lb of fuel is included for taxi at the
         departure airport.

2.4.3    An allowance of 490 lb of fuel is included for take-off and climb
         to 1,500 ft pressure altitude with acceleration to climb speed in
         ISA+10(degree)C conditions.

2.4.4    Climb from 1,500 ft pressure altitude up to cruise altitude using
         maximum climb thrust and cruise at a fixed Mach number of 0.78 at
         pressure altitudes of 35,000 ft and 39,000 ft and descent to 1,500
         ft pressure altitude are conducted in ISA+10(degree)C conditions.
         Climb and descent speeds below 10,000 ft will be 250 knots CAS.

2.4.5    An allowance of 200 lb of fuel is included for approach and
         landing at the destination airport.

2.4.6    Stage distance is defined as the distance covered during climb,
         cruise and descent as described in Subparagraph 2.4.4 above.

2.4.7    At the end of approach and landing 7,080 lb of fuel will remain in
         the tanks. This represents the estimated fuel required for:

         1) Missed approach
         2) Diversion consisting of climb and cruise in ISA+10(degree)C
            conditions over a still air distance of 150 nautical miles
            starting at 1,500 ft pressure altitude above the destination
            airport.
         3) Holding for 45 minutes at 20,000 ft pressure altitude in
            ISA+10(degree)C conditions.

2.5      The A319 Aircraft will be capable of carrying a fixed payload of
         26,760 lb over a guaranteed still air stage distance of not less
         than *** nautical miles when operated under the conditions defined
         below:

2.5.1    The departure airport conditions are such as to allow the required
         take-off weight to be used without restriction.

         The destination airport conditions are such as to allow the
         required landing weight to be used without restriction.

2.5.2    An allowance of 220 lb of fuel is included for taxi at the
         departure airport.

2.5.3    An allowance of 470 lb of fuel is included for take-off and climb
         to 1,500 ft pressure altitude with acceleration to climb speed in
         ISA+10(degree)C conditions.

2.5.4    Climb from 1,500 ft pressure altitude up to cruise altitude using
         maximum climb thrust and cruise at a fixed Mach number of 0.78 at
         pressure altitudes of 35,000 ft and 39,000 ft and descent to 1,500
         ft pressure altitude are conducted in ISA+10(degree)C conditions.
         Climb and descent speeds below 10,000 ft will be 250 knots CAS.

2.5.5    An allowance of 200 lb of fuel is included for approach and
         landing at the destination airport.

2.5.6    Stage distance is defined as the distance covered during climb,
         cruise and descent as described in Subparagraph 2.5.4 above.

2.5.7    At the end of approach and landing 6,890 lb of fuel will remain in
         the tanks. This represents the estimated fuel required for:

         1) Missed approach
         2) Diversion consisting of climb and cruise in ISA+10(degree)C
            conditions over a still air distance of 150 nautical miles
            starting at 1,500 ft pressure altitude above the destination
            airport.
         3) Holding for 45 minutes at 20,000 ft pressure altitude in
            ISA+10(degree)C conditions.

2.6      The mission payload guarantee defined in Subparagraph 2.1 and the
         mission fuel burn guarantee defined in Subparagraph 2.3 and the
         mission ranges defined in Subparagraphs 2.4 and 2.5 are based on
         the Buyer's Manufacturer's Weight Empty as defined in Subparagraph
         3.3 below plus a fixed allowance of 10,730 lb for Customer Changes
         and Operators Items.

         The mission payload guarantee defined in Subparagraph 2.2 is based
         on the Buyer's Manufacturer's Weight Empty as defined in
         Subparagraph 3.3 below plus a fixed allowance of 12,230 lb for
         Customer Changes and Operators Items.

3        MANUFACTURER'S WEIGHT EMPTY AND USABLE LOAD 

3.1      The Seller guarantees a Buyer's Manufacturer's Weight Empty of ***.

3.2      The Seller guarantees that the difference between the Buyer's
         Manufacturer's Weight Empty and the Maximum Zero Fuel Weight will
         be not less than ***.

3.3      For the purposes of this Paragraph 3 and of Subparagraph 2.6 above
         the Buyer's Manufacturer's Weight Empty is the Manufacturer's
         Weight Empty defined in Section 13-10.00.00 of the Specification
         amended by the Specification Changes defined in the Preamble to
         this Letter Agreement and is subject to adjustment as defined in
         Subparagraph 7.2.

         For information only an analysis of the Buyer's Manufacturer's
         Weight Empty, Customer Changes, Operators Items and Operating
         Weight Empty is shown in Appendix A to this Letter Agreement.

4        NOISE

4.1      External

4.1.1    The Seller guarantees that the A319 Aircraft will be certified in
         accordance with FAR Part 36 Noise Standards, issue 1988, including
         Amendment 36-15, Stage 3. The applicable noise limits are as
         defined in paragraphs 36.201 and c36.5 (3).

4.1.2    ***

4.1.3    ***

4.2      Internal

4.2.1    Cockpit noise

         At a pressure altitude of 35,000 ft and a Mach number of M=0.78 in
         still air under ISA conditions, the guaranteed A-Weighted Sound
         Pressure Level (SPL) will not exceed *** and the Speech
         Interference Level (SIL) will not exceed ***.

4.2.2    Cabin noise

         At a pressure altitude of 35,000 ft and a Mach number of M=0.78 in
         still air under ISA conditions, the guaranteed A-Weighted Sound
         Pressure Level (SPL) and the Speech Interference Level (SIL) will
         be as follows:

         -  the A-Weighted SPL will not exceed *** over the whole seating
            area.

         -  the SIL will not exceed *** along the front 40% of the
            passenger compartment and will not exceed *** along the
            remaining 60% of the passenger compartment length.

4.2.3    On the ground and under the conditions defined in Subparagraph 5.9
         below the noise levels in the passenger compartment with passenger
         doors open or closed the A-weighted Sound Pressure Level ("SPL")
         will not exceed *** and the Speech Interference Level ("SIL") will
         not exceed ***.

5        GUARANTEE CONDITIONS

5.1      The performance and noise certification requirements for the A319
         Aircraft, except where otherwise noted, will be as stated in
         Section 02 of the Specification.

5.2      For the determination of FAR take-off and landing performance a
         hard level dry runway surface with no runway strength limitations,
         no obstacles, zero wind, atmosphere according to ISA, except as
         otherwise noted and the use of speedbrakes, flaps, landing gear
         and engines in the conditions liable to provide the best results
         will be assumed.

         When establishing take-off and second segment performance no air
         will be bled from the engines for cabin air conditioning or
         anti-icing.

5.3      The en-route one engine inoperative climb performance will be
         established with the amount of engine air bleed associated with
         the maximum cabin altitude as specified in Section 21-30.32 of the
         Specification and an average ventilation rate not less than the
         amount defined in the Specification but no air will be bled from
         the engines for anti- icing.

5.4      Climb, cruise and descent performance associated with the
         Guarantees will include allowances for normal electrical load and
         for normal engine air bleed and power extraction associated with
         maximum cabin differential pressure as defined in Section 21-
         30.31 of the Specification. Cabin air conditioning management
         during performance demonstration as described in Subparagraph 6.3
         below may be such as to optimize the A319 Aircraft performance
         while meeting the minimum air conditioning requirements defined
         above. Unless otherwise stated no air will be bled from the
         engines for anti-icing.

5.5      The engines will be operated using not more than the engine
         manufacturer's maximum recommended outputs for take-off, maximum
         go-round, maximum continuous, maximum climb and cruise for normal
         operation unless otherwise stated.

5.6      Where applicable the Guarantees assume the use of an approved fuel
         having a density of 6.7 lb/US gallon and a lower heating value of
         18,590 BTU/lb.

5.7      Speech interference level (SIL) is defined as the arithmetic
         average of the sound pressure levels in the 1,000, 2,000, and
         4,000 Hz octave bands. A-weighted sound level (dBA) is as defined
         in the American National Standard Specification ANSI.4-1971. ***

5.8      The sound levels guaranteed in Subparagraph 4.2

         i)  will be measured at the positions defined in Section 03-83.10 of
             the Specification

         ii) refer to an A319 Aircraft with standard acoustic insulation and
             an interior completely furnished. The effect on noise of Buyer
             Furnished Equipment other than passenger seats will be the
             responsibility of the Buyer.

5.9      For the purposes of the sound levels guaranteed in Subparagraph
         4.2.3 the APU and air conditioning system will be operating. Sound
         level measurements may be made at the prevailing ambient
         temperature with the air conditioning packs controlled to
         approximate air conditioning machinery rotational speed
         appropriate to an ambient temperature of 25(degree)C.

6        GUARANTEE COMPLIANCE

6.1      Compliance with the Guarantees will be demonstrated using
         operating procedures and limitations in accordance with those
         defined by the certifying Airworthiness Authority
         and by the Seller unless otherwise stated.

6.2      Compliance with the take-off, second segment, en-route one engine
         inoperative, landing and certified noise elements of the
         Guarantees will be demonstrated with reference to the approved
         Flight Manual.

6.3      Compliance with those parts of the Guarantees defined in
         Paragraphs 1 and 2 above not covered by the requirements of the
         certifying Airworthiness Authority will be demonstrated by
         calculation based on data obtained during flight tests conducted
         on one (or more, as agreed between the Buyer and the Seller) A319
         aircraft of the same aerodynamic configuration as those A319
         Aircraft purchased by the Buyer.

6.4      Compliance with the Manufacturer's Weight Empty and Usable Load
         guarantees defined in Paragraph 3 will be demonstrated with
         reference to a weight compliance report.

6.5      Compliance with the mission guarantees defined in Paragraph 2 will
         be demonstrated with reference to the weight compliance report
         described in Subparagraph 6.4.

6.6      Compliance with the guarantees defined in Subparagraphs 4.1.2 and
         4.1.3 will be based on data collected for noise certification
         purposes. ***

6.7      Compliance with the noise guarantees defined in Subparagraph 4.2
         will be demonstrated with reference to noise surveys conducted on
         one (or more, at the Seller's discretion) A319 aircraft of an
         acoustically similar standard as the A319 Aircraft.

6.8      Data derived from tests and noise surveys will be adjusted as
         required using conventional methods of correction, interpolation
         or extrapolation in accordance with established aeronautical
         practices to show compliance with the Guarantees.

6.9      Compliance with the Guarantees is not contingent on engine
         performance defined in the engine manufacturer's specification.

6.10     The Seller undertakes to furnish the Buyer with a report or
         reports demonstrating compliance with the Guarantees at, or as
         soon as possible after, the delivery of each of the A319 Aircraft.

7        ADJUSTMENT OF GUARANTEES

7.1      In the event of any change to any law, governmental regulation or
         requirement or interpretation thereof ("rule change") by any
         governmental agency made subsequent to the date of the Agreement
         and such rule change affects the A319 Aircraft configuration or
         performance or both required to obtain certification the
         Guarantees will be appropriately modified to reflect the effect of
         any such change.

7.2      The Guarantees apply to the A319 Aircraft as described in the
         Preamble to this Letter Agreement and may be adjusted in the event
         of :

         a) Any further configuration change which is the subject of a SCN
         b) Variation in actual weights of items defined in Section 13-10
            of the Specification
         c) Changes required to obtain certification which cause changes to
            the performance or weight of the A319 Aircraft

8        EXCLUSIVE GUARANTEES

         The Guarantees are exclusive and are provided in lieu of any and
         all other performance and weight guarantees of any nature which
         may be stated, referenced or incorporated in the Specification or
         any other document.

9        UNDERTAKING; REMEDIES

         ***

UNQUOTE

         In consideration of the assignment and subrogation by the Seller
         under this Letter Agreement in favor of the Buyer in respect of
         the Seller's rights against and obligations to the Manufacturer
         under the provisions quoted above, the Buyer hereby accepts such
         assignment and subrogation and agrees to be bound by all of the
         terms, conditions and limitations therein contained. The Buyer and
         Seller recognize and agree that, except as otherwise expressly
         provided in Paragraph 8 of this Letter Agreement, all the
         provisions of Clause 12 of the Agreement, including without
         limitation the Exclusivity of Warranties and General Limitations
         of Liability and Duplicate Remedies therein contained, will apply
         to the foregoing ***.

         ASSIGNMENT

         This Letter Agreement and the rights and obligations of the Buyer
         hereunder will not be assigned or transferred in any manner
         without the prior written consent of the Seller, and any attempted
         assignment or transfer in contravention of the provisions of this
         paragraph will be void and of no force or effect. Notwithstanding
         the preceding sentence, the terms of Subclauses 19.5 and 19.6 of
         the Agreement will apply to this Letter Agreement.



If the foregoing correctly sets forth our understanding, please execute the
original and one (1) copy hereof in the space provided below and return a
copy to the Seller.


                                    Very truly yours,

                                    AVSA, S.A.R.L.


                                    By: /s/ Michele Lascaux
                                        ---------------------

                                    Its:  Director Contracts

                                    Date: November 24, 1998


Accepted and Agreed

US Airways Group, Inc.



By: /s/ Thomas A. Fink
   ---------------------
Its:  Treasurer

Date: November 24, 1998



A319-112                                                       APPENDIX A TO
CFM 56-5B-6 ENGINES                                            EXHIBIT 1


1     Manufacturer's Weight Empty and Operating Weight Empty

      At the time of this Agreement the Buyer's Manufacturer's Weight Empty
      and the Operating Weight Empty for the purposes of Subparagraphs 2.6
      and Paragraph 3 of this Letter Agreement are defined as follows:

      Manufacturer's Weight Empty as defined in the 
      Specification Reference J 000.02000 Issue 3               :   79,642 lb

      Specification Change for the fitting of CFM56-5B6 
      engines                                                   :      611 lb

      Specification Change for the increase in Design 
      Weights                                                   :        0 lb
                                                                      -------
                                ----

      Buyer's Manufacturer's Weight Empty according to the 
      Preamble of this Letter Agreement and for the purposes
      of Subparagraph 2.6 and Paragraph 3 of this Letter 
      Agreement                                                 :      *** lb

      Specification changes as defined in Subparagraph 2.1 of
      this Appendix A (including USAir livery)                  :    1,165 lb

      Operators Items as defined in Subparagraph 2.2.1 of
      this Appendix A                                           :    9,566 lb
                                                                      -------
                                ----
   
      Operating Weight Empty of  the A319 Aircraft for the
      purposes of Subparagraphs 2.1 and 2.3 to 2.5 
      inclusive of this Letter Agreement                        :   90,984 lb

      Operators items as defined in Subparagraph 2.2.2 of
      this Appendix A                                           :   11,066 lb
                                                                      -------
                                ----
 
      Operating Weight Empty of the A319 Aircraft for the 
      purposes of Subparagraphs 2.2 of this Letter Agreement    :   92,484 lb


*  Note As of the date hereof the Operating Weight Empty has not been
        completely defined. The payloads, fuel burn and ranges guaranteed
        in Paragraph 2 are based on the estimated Operating Weight Empty as
        shown above.

2     Specification Changes and Operators Items

2.1   Weight of Specification Changes

      As of the date of this draft the complete list of USAir Specification
      Changes is unknown.

      It is estimated that the weight of such Specification 
      Changes is:                                               :   1,105 lb
      USAir livery                                              :      60 lb

2.2   Weights of Operators Items

      Oil for engines and APU                                   :     117 lb
      Unusable fuel                                             :     143 lb
      Water for galleys and toilets                             :     441 lb
      Waste tank pre-charge                                     :      29 lb
      A319 Aircraft documents and tool kits                     :      42 lb
      Passenger seats and life jackets                          :   3,504 lb
      Phone equipment                                           :     170 lb
      Galley structure and fixed equipment                      :   1,225 lb
      Chillers                                                  :     195 lb
      Catering and service equipment                            :   1,938 lb
      Cabin supplies                                            :     180 lb
      Emergency equipment                                       :     542 lb
      Crew and bags                                             :   1,040 lb
                                                                     -------
     
2.2.1 Total Operators Items for the purposes of Subparagraphs
       and 2.3 to 2.5 inclusive of this Letter Agreement        :   9,566 lb

      Additional items for over water operation                 :   1,500 lb
                                                                     -------
2.2.2 Total Operators Items for the purposes of
      Subparagraph 2.2 of this Letter Agreement                 :  11,066 lb



A320-214                                                             EXHIBIT 2
CFM 56-5B-4 ENGINES


                      AMENDED LETTER AGREEMENT NO. 8B


                                                           As of June 10, 1998

US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:   A320-214 PERFORMANCE GUARANTEES

Ladies and Gentlemen:

      US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the
"Seller"), have entered into an Airbus A319/A320/A321 Purchase Agreement
dated as of October 31, 1997 (the "Agreement"), which covers, among other
things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The
Buyer and the Seller have agreed to set forth in this Amended Letter
Agreement No. 8B (the "Letter Agreement") certain additional terms and
conditions regarding the sale of the Aircraft. Capitalized terms used
herein and not otherwise defined in this Letter Agreement will have the
meanings assigned thereto in the Agreement. The terms "herein," "hereof"
and "hereunder" and words of similar import refer to this Letter Agreement.

      Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that
if the Agreement and this Letter Agreement have specific provisions which
are inconsistent, the specific provisions contained in this Letter
Agreement will govern.

      The Seller, in its capacity as "Buyer" under its arrangement with the
Manufacturer, has negotiated and obtained the following performance and
weight guarantees (the "Guarantees") from the Manufacturer, in its capacity
as "Seller" with respect to the A320 Aircraft, subject to the terms,
conditions, limitations and restrictions all as hereinafter set out. The
Seller hereby guarantees to the Buyer the performance by the Manufacturer
of the Manufacturer's obligations and assigns to the Buyer and the Buyer
hereby accepts, as to each A320 Aircraft delivered to the Buyer under the
Agreement, all of the rights and obligations of the Seller with respect to
such A320 Aircraft in the Seller's capacity as "Buyer" as aforesaid under
the said Guarantees and the Seller subrogates the Buyer into all such
rights and obligations in respect of such A320 Aircraft. The Seller hereby
warrants to the Buyer that it has all the requisite authority to make the
foregoing assignment and effect the foregoing subrogation to and in favor
of the Buyer and that it will not enter into any amendment of the
provisions so assigned or subrogated without the prior written consent of
the Buyer.

      Capitalized terms used in the following quoted provisions and not
otherwise defined herein will have the meanings assigned thereto in the
Agreement except that the term "Seller" refers to the Manufacturer and the
term "Buyer" refers to the Seller (as defined in the Agreement).

QUOTE

         PREAMBLE

         The guarantees defined below (the "Guarantees") are applicable to
         the A320 Aircraft as described in the Technical Specification
         D.000.02000 Issue 4 dated 30 March 1995 amended by Specification 
         Change Notices for:

         i)       the fitting CFM International CFM 56-5B-4 (with Enhanced
                  Take-Off rating) propulsion systems

         ii)      the increase in the Maximum Take-Off Weight to 169,750 lb
                  (77,000 kg)

         without taking into account any further changes thereto as provided
         in the Agreement.

         Notwithstanding the foregoing the Seller reserves the right to
         increase the Design Weights above the weights shown in the
         Specification in order to satisfy the Guarantees.

1        GUARANTEED PERFORMANCE

1.1      Take-off

1.1.1    FAR take-off field length at an A320 Aircraft gross weight of
         169,750 lb (77,000 kg) at the start of ground run at sea level
         pressure altitude at a temperature of 84(degree)F will be not more
         than a guaranteed value of 7,420 feet.

1.1.2    When operated under the following conditions (representative of
         PHX 08R):

         Pressure altitude                               : 1,133 ft
         Ambient temperature                             : 100(degree)F
         Take-off run available ("TOR")                  : 10,300 feet
         Take-off distance available                     : 10,300 feet
         Accelerate-stop distance available              : 10,300 feet
         Slope                                           : 0.20% uphill
         Wind                                            : Zero
         Obstacles (height and distance                  : 15 feet/1,438 feet
                     from end of TOR)                    : 418 feet/17,285 feet

         the maximum permissible weight at the start of ground run will be
         not less than a guaranteed value of 166,850 lb.

1.1.3    When operated under the following conditions (representative of
         DEN 09):

         Pressure altitude                               : 5,431 ft
         Ambient temperature                             : 84(degree)F
         Take-off run available ("TOR")                  : 12,000 feet
         Take-off distance available                     : 12,000 feet
         Accelerate-stop distance available              : 12,000 feet
         Slope                                           : 0.01% uphill
         Wind                                            : Zero
         Obstacles                                       : None

         the maximum permissible weight at the start of ground run will be
         not less than a guaranteed value of 165,900 lb.

1.2      Second Segment

         The A320 Aircraft will meet FAR 25 regulations for one engine
         inoperative climb after take-off, undercarriage retracted, at a
         weight corresponding to the stated weight at the start of ground
         run at the altitude and temperature and in the configuration of
         flap angle and safety speed required to comply with the
         performance guaranteed in Subparagraph 1.1.

1.3      Initial Cruise Altitude

         At an A320 Aircraft gross weight of 160,000 lb in ISA+10(degree)C
         conditions the pressure altitude for:

         1) Level flight at a true Mach number of 0.78 using a thrust not
            exceeding maximum cruise thrust

         2) A rate of climb of not less than 300 ft/min at a true Mach
            number of 0.78 using a thrust not exceeding maximum climb
            thrust

         3) A buffet maneuver margin of not less than 0.3g at a true Mach
            number of 0.78

         will be not less than a guaranteed value of 35,000 ft.

1.4      Speed

         Level flight speed at an A320 Aircraft gross weight of 160,000 lb
         at a pressure altitude of 35,000 at in ISA+10(degree)C conditions
         using a thrust not exceeding maximum cruise thrust will be not
         less than a guaranteed true Mach number of 0.790.

1.5      Specific Range

1.5.1    The nautical miles per pound of fuel at an A320 Aircraft gross
         weight of 155,000 lb at a pressure altitude of 35,000 ft in
         ISA+10(degree)C conditions at a true Mach number of 0.78 will be
         not less than a guaranteed value of 0.0783 nm/lb.

1.5.2    The nautical miles per pound of fuel at an A320 Aircraft gross
         weight of 145,000 lb at a pressure altitude of 37,000 ft in
         ISA+10(degree)C conditions at a true Mach number of 0.78 will be
         not less than a guaranteed value of 0.0839 nm/lb.

1.6      En-route One Engine Inoperative

         The A320 Aircraft will meet FAR regulations minimum en-route climb
         one engine inoperative and the other operating at the maximum
         continuous thrust with anti-icing off at an A320 Aircraft gross
         weight of 155,000 lb in the cruise configuration in
         ISA+10(degree)C conditions at a guaranteed pressure altitude of
         not less than 14,500 ft.

1.7      Landing Field Length

1.7.1    FAR certified wet landing field length at an A320 Aircraft gross
         weight of 142,200 lb (64,500 kg) at sea level pressure altitude
         will be not greater than 6,040 feet.

1.7.2    FAR certified wet landing field length at an A320 Aircraft gross
         weight of 142,200 lb (64,500 kg) at a pressure altitude of 5,431
         ft will be not greater than 6,800 feet.

2        MISSION GUARANTEES

2.1      The A320 Aircraft will be capable of carrying a guaranteed payload
         of not less than *** over a still air stage distance of 2,610
         nautical miles (representative of PHL to SFO with a 65 knot
         headwind) when operated under the conditions defined below:

2.1.1    The departure airport conditions (representative of PHL 09R) are
         as follows:

         Pressure altitude                                : 21 ft
         Ambient temperature                              : 84(degree)F
         Take-off run available ("TOR")                   : 10,499 feet
         Take-off distance available                      : 10,499 feet
         Accelerate-stop distance available               : 10,499 feet
         Slope                                            : 0.10% downhill
         Wind                                             : Zero
         Obstacles (height and distance                   : 17 feet/1,090 feet
                      from end of TOR)                    : 57 feet/4,306 feet
                                                          : 178 feet/9,500 feet

         The destination airport conditions are such as to allow the
         required landing weight to be used without restriction. Pressure
         altitude is 11 feet.

2.1.2    An allowance of 220 lb of fuel is included for taxi at the
         departure airport.

2.1.3    An allowance of 520 lb of fuel is included for take-off and climb
         to 1,500 ft above the departure airport at 84(degree)F with
         acceleration to climb speed.

2.1.4    Climb from 1,500 ft above the departure airport up to cruise
         altitude using maximum climb thrust and cruise at a fixed Mach
         number of 0.78 at pressure altitudes of 35,000 ft and 39,000 ft
         and descent to 1,500 ft above the destination airport are
         conducted in ISA+10(degree)C conditions. Climb and descent speeds
         below 10,000 ft will be 250 knots CAS.

2.1.5    An allowance of 180 lb of fuel is included for approach and land at
         the destination airport.

2.1.6    Stage distance is defined as the distance covered during climb,
         cruise and descent as described in Subparagraph 2.1.4 above.

2.1.7    At the end of approach and land 7,210 lb of fuel will remain in the
         tanks. This represents the estimated fuel required for:

         1) Missed approach
         2) Diversion consisting of climb and cruise in ISA+10(degree)C
            conditions over a still air distance of 150 nautical miles
            starting at 1,500 ft above the destination airport.
         3) Holding for 45 minutes at 20,000 ft pressure altitude in
            ISA+10(degree)C conditions.

2.2      The A320 Aircraft will be capable of carrying a guaranteed payload
         of not less than *** lb over a still air stage distance of 1,545
         nautical miles (representative of STT to PHL with a 37 knot
         headwind) when operated under the conditions defined below:

2.2.1    The departure airport conditions (representative of STT 10) are as
         follows:

         Pressure altitude                               : 24 ft
         Ambient temperature                             : 84(degree)F
         Take-off run available ("TOR")                  : 7,000 feet
         Take-off distance available                     : 7,000 feet
         Accelerate-stop distance available              : 7,000 feet
         Slope                                           : 0.20% downhill
         Wind                                            : Zero
         Obstacle (height and distance                   : 151 feet/2,083 feet
                   from end of TOR)

         The destination airport conditions are such as to allow the
         required landing weight to be used without restriction. Pressure
         altitude is 21 feet.

2.2.2    An allowance of 220 lb of fuel is included for taxi at the
         departure airport.

2.2.3    An allowance of 410 lb of fuel is included for take-off and climb
         to 1,500 ft above the departure airport at 84(degree)F with
         acceleration to climb speed.

2.2.4    Climb from 1,500 ft above the departure airport up to cruise
         altitude using maximum climb thrust and cruise at a fixed Mach
         number of 0.78 at a pressure altitude of 35,000 ft and descent to
         1,500 ft above the destination airport are conducted in
         ISA+10(degree)C conditions. Climb and descent speeds below 10,000
         ft will be 250 knots CAS.

2.2.5    An allowance of 190 lb of fuel is included for approach and land at
         the destination airport.

2.2.6    Stage distance is defined as the distance covered during climb,
         cruise and descent as described in Subparagraph 2.2.4 above.

2.2.7    At the end of approach and land 6,930 lb of fuel will remain in the
         tanks. This represents the estimated fuel required for:

         1) Missed approach
         2) Diversion consisting of climb and cruise in ISA+10(degree)C
            conditions over a still air distance of 150 nautical miles
            starting at 1,500 ft above the destination airport.
         3) Holding for 45 minutes at 20,000 ft pressure altitude in
            ISA+10(degree)C conditions.

2.3      In carrying a fixed payload of 31,665 lb over a still air stage
         distance of 2,000 nautical miles when operated under the
         conditions defined below the Block Fuel will be not more than a
         guaranteed value of ***.

2.3.1    The departure airport conditions are such as to allow the required
         take-off weight to be used without restriction.

         The destination airport conditions are such as to allow the
         required landing weight to be used without restriction.

2.3.2    An allowance of 220 lb of fuel is included for taxi at the
         departure airport.

2.3.3    An allowance of 470 lb of fuel is included for take-off and climb
         to 1,500 ft pressure altitude with acceleration to climb speed at
         a temperature of 84(degree)F.

2.3.4    Climb from 1,500 ft pressure altitude up to cruise altitude using
         maximum climb thrust and cruise at a fixed Mach number of 0.78 at
         a pressure altitude of 35,000 ft and descent to 1,500 ft pressure
         altitude are conducted in ISA+10(degree)C conditions. Climb and
         descent speeds below 10,000 ft will be 250 knots CAS.

2.3.5    An allowance of 190 lb of fuel is included for approach and
         landing at the destination airport.

2.3.6    An allowance of 70 lb of fuel is included for taxi at the
         destination airport.

2.3.7    Stage distance is defined as the distance covered during climb,
         cruise and descent as described in Subparagraph 2.3.4 above.

         Block Fuel is defined as the fuel burnt during taxi, take-off,
         climb, cruise, descent and approach and landing as described in
         Subparagraphs 2.3.2 to 2.3.6 inclusive.

2.3.8    At the end of approach and landing 7,190 lb of fuel will remain in
         the tanks. This represents the estimated fuel required for:

         1) Missed approach
         2) Diversion consisting of climb and cruise in ISA+10(degree)C
            conditions over a still air distance of 150 nautical miles
            starting at 1,500 ft pressure altitude.
         3) Holding for 45 minutes at 20,000 ft pressure altitude in
            ISA+10(degree)C conditions.

2.4      The A320 Aircraft will be capable of carrying a fixed payload of
         38,700 lb over a guaranteed still air stage distance of not less
         than *** when operated under the conditions defined below:

2.4.1    The departure airport conditions are such as to allow the required
         take-off weight to be used without restriction.

         The destination airport conditions are such as to allow the
         required landing weight to be used without restriction.

2.4.2    An allowance of 220 lb of fuel is included for taxi at the
         departure airport.

2.4.3    An allowance of 510 lb of fuel is included for take-off and climb
         to 1,500 ft pressure altitude with acceleration to climb speed in
         ISA+10(degree)C conditions.

2.4.4    Climb from 1,500 ft pressure altitude up to cruise altitude using
         maximum climb thrust and cruise at a fixed Mach number of 0.78 at
         a pressure altitudes of 35,000 ft and descent to 1,500 ft pressure
         altitude are conducted in ISA+10(degree)C conditions. Climb and
         descent speeds below 10,000 ft will be 250 knots CAS.

2.4.5    An allowance of 190 lb of fuel is included for approach and
         landing at the destination airport.

2.4.6    Stage distance is defined as the distance covered during climb,
         cruise and descent as described in Subparagraph 2.4.4 above.

2.4.7    At the end of approach and landing 7,490 lb of fuel will remain in
         the tanks. This represents the estimated fuel required for:

         1) Missed approach

         2) Diversion consisting of climb and cruise in ISA+10(degree)C
            conditions over a still air distance of 150 nautical miles
            starting at 1,500 ft pressure altitude above the destination
            airport.

         3) Holding for 45 minutes at 20,000 ft pressure altitude in
            ISA+10(degree)C conditions.

2.5      The A320 Aircraft will be capable of carrying a fixed payload of
         31,665 lb over a guaranteed still air stage distance of not less
         than *** when operated under the conditions defined below:

2.5.1    The departure airport conditions are such as to allow the required
         take-off weight to be used without restriction.

         The destination airport conditions are such as to allow the
         required landing weight to be used without restriction.

2.5.2    An allowance of 220 lb of fuel is included for taxi at the
         departure airport.

2.5.3    An allowance of 500 lb of fuel is included for take-off and climb
         to 1,500 ft pressure altitude with acceleration to climb speed in
         ISA+10(degree)C conditions.

2.5.4    Climb from 1,500 ft pressure altitude up to cruise altitude using
         maximum climb thrust and cruise at a fixed Mach number of 0.78 at
         a pressure altitude of 35,000 ft and descent to 1,500 ft pressure
         altitude are conducted in ISA+10(degree)C conditions. Climb and
         descent speeds below 10,000 ft will be 250 knots CAS.

2.5.5    An allowance of 190 lb of fuel is included for approach and
         landing at the destination airport.

2.5.6    Stage distance is defined as the distance covered during climb,
         cruise and descent as described in Subparagraph 2.5.4 above.

2.5.7    At the end of approach and landing 7,190 lb of fuel will remain in
         the tanks. This represents the estimated fuel required for:

         1) Missed approach
         2) Diversion consisting of climb and cruise in ISA+10(degree)C
            conditions over a still air distance of 150 nautical miles
            starting at 1,500 ft pressure altitude above the destination
            airport.
         3) Holding for 45 minutes at 20,000 ft pressure altitude in
            ISA+10(degree)C conditions.

2.6      The mission payload guarantee defined in Subparagraph 2.1 and the
         mission fuel burn guarantee defined in Subparagraph 2.3 and the
         mission range guarantees defined in Subparagraphs 2.4 and 2.5 are
         based on the Buyer's Manufacturer's Weight Empty as defined in
         Subparagraph 3.3 below plus a fixed allowance of 11,970 lb for
         Customer Changes and Operators Items.

         The mission payload guarantee defined in Subparagraph 2.2 is based
         on the Buyer's Manufacturer's Weight Empty as defined in
         Subparagraph 3.3 below plus a fixed allowance of 13,470 lb for
         Customer Changes and Operators Items.

3        MANUFACTURER'S WEIGHT EMPTY AND USABLE LOAD 

3.1      The Seller guarantees a Buyer's Manufacturer's Weight Empty of ***.

3.2      The Seller guarantees that the difference between the Buyer's
         Manufacturer's Weight Empty and the Maximum Zero Fuel Weight will
         be not less than ***.

3.3      For the purposes of this Paragraph 3 and of Subparagraph 2.6 above
         the Buyer's Manufacturer's Weight Empty is the Manufacturer's
         Weight Empty defined in Section 13-10.00.00 of the Specification
         amended by the Specification Changes defined in the Preamble to
         this Letter Agreement and is subject to adjustment as defined in
         Subparagraph 7.2.

         For information only an analysis of the Buyer's Manufacturer's
         Weight Empty, Customer Changes, Operators Items and Operating
         Weight Empty is shown in Appendix A to this
         Letter Agreement.

4        NOISE

4.1      External

4.1.1    The Seller guarantees that the A320 Aircraft will be certified in
         accordance with FAR Part 36 Noise Standards, issue 1978, including
         Amendment 36-15, Stage 3. The applicable noise limits are as
         defined in paragraphs 36.201 and c36.5 (3).

4.1.2    ***

4.1.3    ***

4.2      Internal

4.2.1    Cockpit noise

         At a pressure altitude of 35,000 ft and a Mach number of M=0.78 in
         still air under ISA conditions, the guaranteed A-Weighted Sound
         Pressure Level (SPL) will not exceed *** and the Speech
         Interference Level (SIL) will not exceed ***.

4.2.2    Cabin noise

         At a pressure altitude of 35,000 ft and a Mach number of M=0.78 in
         still air under ISA conditions, the guaranteed A-Weighted Sound
         Pressure Level (SPL) and the Speech Interference Level (SIL) will
         be as follows:

         -  the A-Weighted SPL will not exceed *** over the whole seating
            area.

         -  the SIL will not exceed *** along the front 40% of the
            passenger compartment and will not exceed *** along the
            remaining 60% of the passenger compartment length.

4.2.3    On the ground and under the conditions defined in Subparagraph 5.9
         below the noise levels in the passenger compartment with passenger
         doors open or closed the A-weighted Sound Pressure Level ("SPL")
         will not exceed *** and the Speech Interference Level ("SIL") will
         not exceed ***.

5        GUARANTEE CONDITIONS

5.1      The performance and noise certification requirements for the A320
         Aircraft, except where otherwise noted, will be as stated in
         Section 02 of the Specification.

5.2      For the determination of FAR take-off and landing performance a
         hard level dry runway surface with no runway strength limitations,
         no obstacles, zero wind, atmosphere according to ISA, except as
         otherwise noted and the use of speedbrakes, flaps, landing gear
         and engines in the conditions liable to provide the best results
         will be assumed.

5.2.1    When establishing take-off and second segment performance no air
         will be bled from the engines for cabin air conditioning or
         anti-icing.

5.3      The en-route one engine inoperative climb performance will be
         established with the amount of engine air bleed associated with
         the maximum cabin altitude as specified in Section 21-30.32 of the
         Specification and an average ventilation rate not less than the
         amount defined in the Specification but no air will be bled from
         the engines for anti- icing.

5.4      Climb, cruise and descent performance associated with the
         Guarantees will include allowances for normal electrical load and
         for normal engine air bleed and power extraction associated with
         maximum cabin differential pressure as defined in Section 21-
         30.31 of the Specification. Cabin air conditioning management
         during performance demonstration as described in Subparagraph 6.3
         below may be such as to optimize the A320 Aircraft performance
         while meeting the minimum air conditioning requirements defined
         above. Unless otherwise stated no air will be bled from the
         engines for anti-icing.

5.5      The engines will be operated using not more than the engine
         manufacturer's maximum recommended outputs for take-off, maximum
         go-round, maximum continuous, maximum climb and cruise for normal
         operation unless otherwise stated.

5.6      Where applicable the Guarantees assume the use of an approved fuel
         having a density of 6.7 lb/US gallon and a lower heating value of
         18,590 BTU/lb.

5.7      Speech interference level (SIL) is defined as the arithmetic
         average of the sound pressure levels in the 1,000, 2,000, and
         4,000 Hz octave bands. A-weighted sound level (dBA) is as defined
         in the American National Standard Specification ANSI.4-1971.***

5.8      The sound levels guaranteed in Subparagraph 4.2:

         i)  will be measured at the positions defined in Section 03-83.10 of
             the Specification

         ii) refer to an A320 Aircraft with standard acoustic insulation and
             an interior completely furnished. The effect on noise of Buyer
             Furnished Equipment other than passenger seats will be the
             responsibility of the Buyer.

5.9      For the purposes of the sound levels guaranteed in Subparagraph
         4.2.3 the APU and air conditioning system will be operating. Sound
         level measurements may be made at the prevailing ambient
         temperature with the air conditioning packs controlled to
         approximate air conditioning machinery rotational speed
         appropriate to an ambient temperature of 25(degree)C.

6        GUARANTEE COMPLIANCE

6.1      Compliance with the Guarantees will be demonstrated using
         operating procedures and limitations in accordance with those
         defined by the certifying Airworthiness Authority
         and by the Seller unless otherwise stated.

6.2      Compliance with the take-off, second segment, en-route one engine
         inoperative, landing and certified noise elements of the
         Guarantees will be demonstrated with reference to the approved
         Flight Manual.

6.3      Compliance with those parts of the Guarantees defined in
         Paragraphs 1 and 2 above not covered by the requirements of the
         certifying Airworthiness Authority will be demonstrated by
         calculation based on data obtained during flight tests conducted
         on one (or more, as agreed between the buyer and the Seller) A320
         aircraft of the same aerodynamic configuration as those A320
         Aircraft purchased by the Buyer.

6.4      Compliance with the Manufacturer's Weight Empty and Usable Load
         guarantees defined in Paragraph 3 will be demonstrated with
         reference to a weight compliance report.

6.5      Compliance with the mission guarantees defined in Paragraph 2 will
         be demonstrated with reference to the weight compliance report
         described in Subparagraph 6.4.

6.6      Compliance with the guarantees defined in Subparagraphs 4.1.2 and
         4.1.3 will be based on data collected for noise certification
         purposes. ***

6.7      Compliance with the noise guarantees defined in Subparagraph 4.2
         will be demonstrated with reference to noise surveys conducted on
         one (or more, at the Seller's discretion) A320 aircraft of an
         acoustically similar standard as the A320 Aircraft.

6.8      Data derived from tests and noise surveys will be adjusted as
         required using conventional methods of correction, interpolation
         or extrapolation in accordance with established aeronautical
         practices to show compliance with the Guarantees.

6.9      Compliance with the Guarantees is not contingent on engine
         performance defined in the engine manufacturer's specification.

6.10     The Seller undertakes to furnish the Buyer with a report or
         reports demonstrating compliance with the Guarantees at, or as
         soon as possible after, the delivery of each of the A320 Aircraft.

7        ADJUSTMENT OF GUARANTEES

7.1      In the event of any change to any law, governmental regulation or
         requirement or interpretation thereof ("rule change") by any
         governmental agency made subsequent to the date of the Agreement
         and such rule change affects the A320 Aircraft configuration or
         performance or both required to obtain certification the
         Guarantees will be appropriately modified to reflect the effect of
         any such change.

7.2      The Guarantees apply to the A320 Aircraft as described in the
         Preamble to this Letter Agreement and may be adjusted in the event
         of :

         a) Any further configuration change which is the subject of a SCN
         b) Variation in actual weights of items defined in Section 13-10
            of the Specification
         c) Changes required to obtain certification which cause changes to
            the performance or weight of the A320 Aircraft

8        EXCLUSIVE GUARANTEES

         The Guarantees are exclusive and are provided in lieu of any and
         all other performance and weight guarantees of any nature which
         may be stated, referenced or incorporated in the Specification or
         any other document.

9        UNDERTAKING; REMEDIES

         ***

UNQUOTE

         In consideration of the assignment and subrogation by the Seller
         under this Letter Agreement in favor of the Buyer in respect of
         the Seller's rights against and obligations to the Manufacturer
         under the provisions quoted above, the Buyer hereby accepts such
         assignment and subrogation and agrees to be bound by all of the
         terms, conditions and limitations therein contained. The Buyer and
         Seller recognize and agree that, except as otherwise expressly
         provided in Paragraph 8 of this Letter Agreement, all the
         provisions of Clause 12 of the Agreement, including without
         limitation the Exclusivity of Warranties and General Limitations
         of Liability and Duplicate Remedies therein contained, will apply
         to the foregoing ***.

         ASSIGNMENT

         This Letter Agreement and the rights and obligations of the Buyer
         hereunder will not be assigned or transferred in any manner
         without the prior written consent of the Seller, and any attempted
         assignment or transfer in contravention of the provisions of this
         paragraph will be void and of no force or effect. Notwithstanding
         the preceding sentence, the terms of Subclauses 19.5 and 19.6 of
         the Agreement will apply to this Letter Agreement.

If the foregoing correctly sets forth our understanding, please execute the
original and one (1) copy hereof in the space provided below and return a
copy to the Seller.


                                    Very truly yours,

                                    AVSA, S.A.R.L.


                                    By: /s/ Michele Lascaux
                                       ---------------------

                                    Its:  Director Contracts

                                    Date: November 24, 1998


Accepted and Agreed

US Airways Group, Inc.



By: /s/ Thomas A. Fink
   --------------------
Its:  Treasurer

Date: November 24, 1998



A320-214
CFM 56-5B-4 ENGINES                                    APPENDIX A TO EXHIBIT 2
                                                       -----------------------

1        Manufacturer's Weight Empty and Operating Weight Empty

         At the time of this Agreement the Buyer's Manufacturer's Weight
         Empty and the Operating Weight Empty for the purposes of
         Subparagraph 2.6 and Paragraph 3 of this Letter Agreement are
         defined as follows:

         Manufacturer's Weight Empty as defined in the 
         Specification Reference D 000.02000 Issue 4                : 81,966 lb

         Specification Change for the fitting of CFM56-5B4
         engines                                                    :    582 lb

         Specification Change for the increase in Design 
         Weights                                                    :    220 lb
                                                                       --------

         Buyer's Manufacturer's Weight Empty according to the 
         Preamble of this Letter Agreement and for the purposes
         of Subparagraph 2.6 and Paragraph 3 of this Letter 
         Agreement                                                  :  ***

         Specification changes as defined in Subparagraph 
         2.1 of this Appendix A (including USAir livery)            :  1,197 lb

         Operators Items as defined in Subparagraph 2.2.1 
         of this Appendix A                                         : 10,776 lb
                                                                       --------
         Operating Weight Empty of the A320 Aircraft for the 
         purposes of Subparagraphs 2.1 and 2.3 to 2.5 inclusive
         of this Letter Agreement                                   : 94,741 lb

         Operators items as defined in Subparagraph 2.2.2 of
         this Appendix A                                            : 11,276 lb
                                                                       --------
         Operating Weight Empty of the A320 Aircraft for the
         purposes of Subparagraphs 2.2 of this Letter Agreement     : 96,241 lb


* Note   As of the date hereof the Operating Weight Empty has not been
         completely defined. The payloads, fuel burn and ranges guaranteed
         in Paragraph 2 are based on the estimated Operating Weight Empty
         as shown above.

2        Specification Changes and Operators Items

2.1      Weight of Specification Changes

         As of the date of this draft the complete list of USAir
         Specification Changes is unknown.

         It is estimated that the weight of such Specification
         Changes is:                                                :  1,137 lb
         USAir livery                                               :     60 lb

2.2      Weights of Operators Items

         Oil for engines and APU                                    :    117 lb
         Unusable fuel                                              :    143 lb
         Water for galleys and toilets                              :    441 lb
         Waste tank pre-charge                                      :     29 lb
         A320 Aircraft documents and tool kits                      :     42 lb
         Passenger seats and life jackets                           :  4,216 lb
         Phone equipment                                            :    170 lb
         Galley structure and fixed equipment                       :  1,265 lb
         Chillers                                                   :    195 lb
         Catering and service equipment                             :  2,354 lb
         Cabin supplies                                             :    213 lb
         Emergency equipment                                        :    551 lb
         Crew and bags                                              :  1,040 lb
                                                                        -------

2.2.1    Total Operators Items for the purposes of Subparagraphs 
         2.1 and 2.3 to 2.5 inclusive of this Letter Agreement      : 10,776 lb

         Additional items for over water operation                  :  1,500 lb
                                                                        -------
2.2.2    Total Operators Items for the purposes of
         Subparagraph 2.2 of this Letter Agreement                  : 12,276 lb



A321-211
CFM 56-5B-3 ENGINES
                                                                     EXHIBIT 3


                      AMENDED LETTER AGREEMENT NO. 8C



                                                           As of June 10, 1998


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:      A321-211 PERFORMANCE GUARANTEES

Ladies and Gentlemen:

         US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the
"Seller"), have entered into an Airbus A319/A320/A321 Purchase Agreement
dated as of October 31, 1997 (the "Agreement"), which covers, among other
things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The
Buyer and the Seller have agreed to set forth in this Amended Letter
Agreement No. 8C (the "Letter Agreement") certain additional terms and
conditions regarding the sale of the Aircraft. Capitalized terms used
herein and not otherwise defined in this Letter Agreement will have the
meanings assigned thereto in the Agreement. The terms "herein," "hereof"
and "hereunder" and words of similar import refer to this Letter Agreement.

         Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that
if the Agreement and this Letter Agreement have specific provisions which
are inconsistent, the specific provisions contained in this Letter
Agreement will govern.

         The Seller, in its capacity as "Buyer" under its arrangement with
the Manufacturer, has negotiated and obtained the following performance and
weight guarantees (the "Guarantees") from the Manufacturer, in its capacity
as "Seller" with respect to the A321 Aircraft, subject to the terms,
conditions, limitations and restrictions all as hereinafter set out. The
Seller hereby guarantees to the Buyer the performance by the Manufacturer
of the Manufacturer's obligations and assigns to the Buyer and the Buyer
hereby accepts, as to each A321 Aircraft delivered to the Buyer under the
Agreement, all of the rights and obligations of the Seller with respect to
such A321 Aircraft in the Seller's capacity as "Buyer" as aforesaid under
the said Guarantees and the Seller subrogates the Buyer into all such
rights and obligations in respect of such A321 Aircraft. The Seller hereby
warrants to the Buyer that it has all the requisite authority to make the
foregoing assignment and effect the foregoing subrogation to and in favor
of the Buyer and that it will not enter into any amendment of the
provisions so assigned or subrogated without the prior written consent of
the Buyer.

         Capitalized terms used in the following quoted provisions and not
otherwise defined herein will have the meanings assigned thereto in the
Agreement except that the term "Seller" refers to the Manufacturer and the
term "Buyer" refers to the Seller (as defined in the Agreement).

QUOTE

      PREAMBLE

      The guarantees defined below (the "Guarantees") are applicable to the
      A321 Aircraft as described in the Technical Specification E.000.02000
      Issue 1 dated 30 June 1995 and fitted with CFM International CFM
      56-5B-3 propulsion systems without taking into account any further
      changes thereto as provided in the Agreement.

      Notwithstanding the foregoing the Seller reserves the right to
      increase the Design Weights above the weights shown in the
      Specification in order to satisfy the Guarantees.

1     GUARANTEED PERFORMANCE

1.1   Take-off

1.1.1 FAR take-off field length at an A321 Aircraft gross weight of 196,210
      lb (89,000 kg) at the start of ground run at sea level pressure
      altitude at a temperature of 84(degree)F will be not more than a
      guaranteed value of 8,090 feet.

1.1.2 When operated under the following conditions (representative of PHX
      08R):

      Pressure altitude                                  : 1,133 ft
      Ambient temperature                                : 100(degree)F
      Take-off run available ("TOR")                     : 10,300 feet
      Take-off distance available                        : 10,300 feet
      Accelerate-stop distance available                 : 10,300 feet
      Slope                                              : 0.20% uphill
      Wind                                               : Zero
      Obstacles (height and distance                     : 15 feet/1,438 feet
                   from end of TOR)                      : 418 feet/17,285 feet

      the maximum permissible weight at the start of ground run will be not
      less than a guaranteed value of 180,300 lb.

1.1.3 When operated under the following conditions (representative of DEN
      09):

      Pressure altitude                                      :     5,431 ft
      Ambient temperature                                    :  84(degree)F
      Take-off run available ("TOR")                         :  12,000 feet
      Take-off distance available                            :  12,000 feet
      Accelerate-stop distance available                     :  12,000 feet
      Slope                                                  : 0.01% uphill
      Wind                                                   :         Zero
      Obstacles                                              :         None

      the maximum permissible weight at the start of ground run will be not
      less than a guaranteed value of 176,400 lb.

1.2   Second Segment

      The A321 Aircraft will meet FAR 25 regulations for one engine
      inoperative climb after takeoff, undercarriage retracted, at a weight
      corresponding to the stated weight at the start of ground run at the
      altitude and temperature and in the configuration of flap angle and
      safety speed required to comply with the performance guaranteed in
      Subparagraph 1.1.

1.3   Initial Cruise Altitude

      At an A321 Aircraft gross weight of 185,000 lb in ISA+10(degree)C
      conditions the pressure altitude for :

      1) Level flight at a true Mach number of 0.78 using a thrust not
         exceeding maximum cruise thrust

      2) A rate of climb of not less than 300 ft/min at a true Mach number
         of 0.78 using a thrust not exceeding maximum climb thrust

      3) A buffet maneuver margin of not less than 0.3g at a true Mach
         number of 0.78

      will be not less than a guaranteed value of 33,000 ft.

1.4   Speed

      Level flight speed at an A321 Aircraft gross weight of 185,000 lb at
      a pressure altitude of 33,000 ft in ISA+10(degree)C conditions using
      a thrust not exceeding maximum cruise thrust will be not less than a
      guaranteed true Mach number of 0.790.

1.5   Specific Range

1.5.1 The nautical miles per pound of fuel at an A321 Aircraft gross weight
      of 170,000 lb at a pressure altitude of 35,000 ft in ISA+10(degree)C
      conditions at a true Mach number of 0.78 will be not less than a
      guaranteed value of 0.0702 nm/lb.

1.5.2 The nautical miles per pound of fuel at an A321 Aircraft gross weight
      of 160,000 lb at a pressure altitude of 37,000 ft in ISA+10(degree)C
      conditions at a true Mach number of 0.78 will be not less than a
      guaranteed value of 0.0741 nm/lb.

1.6   En-route One Engine Inoperative

      The A321 Aircraft will meet FAR regulations minimum en-route climb
      one engine inoperative and the other operating at the maximum
      continuous thrust with anti-icing off at an A321 Aircraft gross
      weight of 170,000 lb in the cruise configuration in ISA+10(degree)C
      conditions at a guaranteed pressure altitude of not less than 15,000
      ft.

1.7   Landing Field Length

1.7.1 FAR certified wet landing field length at an A321 Aircraft gross
      weight of 166,450 lb (75,500 kg) at sea level pressure altitude will
      be not greater than 6,270 feet.

1.7.2 FAR certified wet landing field length at an A321 Aircraft gross
      weight of 166,450 lb (75,500 kg) at a pressure altitude of 5,431 ft
      will be not greater than 7,100 feet.

2     MISSION GUARANTEES

2.1   The A321 Aircraft will be capable of carrying a guaranteed payload of
      not less than *** over a still air stage distance of *** nautical
      miles (representative of PHL to SFO with a 65 knot headwind) when
      operated under the conditions defined below:

2.1.1 The departure airport conditions (representative of PHL 09R) are as
      follows:

      Pressure altitude                                   : 21 ft
      Ambient temperature                                 : 84(degree)F
      Take-off run available ("TOR")                      : 10,499 feet
      Take-off distance available                         : 10,499 feet
      Accelerate-stop distance available                  : 10,499 feet
      Slope                                               : 0.10% downhill
      Wind                                                : Zero
      Obstacles (height and distance                      : 17 feet/1,090 feet
                   from end of TOR)                       : 57 feet/4,306 feet
                                                          : 178 feet/9,500 feet

      The destination airport conditions are such as to allow the required
      landing weight to be used without restriction. Pressure altitude is
      11 feet.

2.1.2 An allowance of 220 lb of fuel is included for taxi at the departure
      airport.

2.1.3 An allowance of 530 lb of fuel is included for take-off and climb to
      1,500 ft above the departure airport at 84(degree)F with acceleration
      to climb speed.

2.1.4 Climb from 1,500 ft above the departure airport up to cruise altitude
      using maximum climb thrust and cruise at a fixed Mach number of 0.78
      at pressure altitudes of 35,000 ft and 39,000 ft and descent to 1,500
      ft above the destination airport are conducted in ISA+10(degree)C
      conditions. Climb and descent speeds below 10,000 ft will be 250
      knots CAS.

2.1.5 An allowance of 230 lb of fuel is included for approach and land at
      the destination airport.

2.1.6 Stage distance is defined as the distance covered during climb,
      cruise and descent as described in Subparagraph 2.1.4 above.

2.1.7 At the end of approach and land 7,370 lb of fuel will remain in the
      tanks. This represents the estimated fuel required for:

      1) Missed approach
      2) Diversion consisting of climb and cruise in ISA+10(degree)C
         conditions over a still air distance of 150 nautical miles
         starting at 1,500 ft above the destination airport.
      3) Holding for 45 minutes at 20,000 ft pressure altitude in
         ISA+10(degree)C conditions.

2.2   The A321 Aircraft will be capable of carrying a guaranteed payload of
      not less than *** over a still air stage distance of *** nautical
      miles (representative of STT to PHL with a 37 knot headwind) when
      operated under the conditions defined below:

2.2.1 The departure airport conditions (representative of STT 10) are as
      follows:

      Pressure altitude                                  :      24 ft
      Ambient temperature                                : 84(degree)F
      Take-off run available ("TOR")                     : 7,000 feet
      Take-off distance available                        : 7,000 feet
      Accelerate-stop distance available                 : 7,000 feet
      Slope                                              : 0.20% downhill
      Wind                                               : Zero
      Obstacle (height and distance                      : 151 feet/2,083 feet
                  from end of TOR)

      The destination airport conditions are such as to allow the required
      landing weight to be used without restriction. Pressure altitude is
      21 feet.

2.2.2 An allowance of 220 lb of fuel is included for taxi at the departure
      airport.

2.2.3 An allowance of 570 lb of fuel is included for take-off and climb to
      1,500 ft above the departure airport at 84(degree)F with acceleration
      to climb speed.

2.2.4 Climb from 1,500 ft above the departure airport up to cruise altitude
      using maximum climb thrust and cruise at a fixed Mach number of 0.78
      at pressure altitudes of 31,000 ft and 35,000 ft and descent to 1,500
      ft above the destination airport are conducted in ISA+10(degree)C
      conditions. Climb and descent speeds below 10,000 ft will be 250
      knots CAS.

2.2.5 An allowance of 270 lb of fuel is included for approach and land at
      the destination airport.

2.2.6 Stage distance is defined as the distance covered during climb,
      cruise and descent as described in Subparagraph 2.2.4 above.

2.2.7 At the end of approach and land 7,940 lb of fuel will remain in the
      tanks. This represents the estimated fuel required for:

      1) Missed approach
      2) Diversion consisting of climb and cruise in ISA+10(degree)C
         conditions over a still air distance of 150 nautical miles
         starting at 1,500 ft above the destination airport.
      3) Holding for 45 minutes at 20,000 ft pressure altitude in
         ISA+10(degree)C conditions.

2.3   In carrying a fixed payload of 37,690 lb over a still air stage
      distance of 2,000 nautical miles when operated under the conditions
      defined below the Block Fuel will be not more than a guaranteed value
      of ***.

2.3.1 The departure airport conditions are such as to allow the required
      take-off weight to be used without restriction.

      The destination airport conditions are such as to allow the required
      landing weight to be used without restriction.

2.3.2 An allowance of 220 lb of fuel is included for taxi at the departure
      airport.

2.3.3 An allowance of 630 lb of fuel is included for take-off and climb to
      1,500 ft pressure altitude with acceleration to climb speed at a
      temperature of 84(degree)F.

2.3.4 Climb from 1,500 ft pressure altitude up to cruise altitude using
      maximum climb thrust and cruise at a fixed Mach number of 0.78 at a
      pressure altitude of 35,000 ft and descent to 1,500 ft pressure
      altitude are conducted in ISA+10(degree)C conditions. Climb and
      descent speeds below 10,000 ft will be 250 knots CAS.

2.3.5 An allowance of 260 lb of fuel is included for approach and landing
      at the destination airport.

2.3.6 An allowance of 70 lb of fuel is included for taxi at the destination
      airport.

2.3.7 Stage distance is defined as the distance covered during climb,
      cruise and descent as described in Subparagraph 2.3.4 above.

      Block Fuel is defined as the fuel burnt during taxi, take-off, climb,
      cruise, descent and approach and landing as described in
      Subparagraphs 2.3.2 to 2.3.6 inclusive.

2.3.8 At the end of approach and landing 8,300 lb of fuel will remain in the
      tanks. This represents the estimated fuel required for:

      1) Missed approach
      2) Diversion consisting of climb and cruise in ISA+10(degree)C
         conditions over a still air distance of 150 nautical miles
         starting at 1,500 ft pressure altitude.
      3) Holding for 45 minutes at 20,000 ft pressure altitude in
         ISA+10(degree)C conditions.

2.4   The A321 Aircraft will be capable of carrying a fixed payload of ***
      over a guaranteed still air stage distance of not less than ***
      nautical miles when operated under the conditions defined below:

2.4.1 The departure airport conditions are such as to allow the required
      take-off weight to be used without restriction.

      The destination airport conditions are such as to allow the required
      landing weight to be used without restriction.

2.4.2 An allowance of 220 lb of fuel is included for taxi at the departure
      airport.

2.4.3 An allowance of 680 lb of fuel is included for take-off and climb to
      1,500 ft pressure altitude with acceleration to climb speed in
      ISA+10(degree)C conditions.

2.4.4 Climb from 1,500 ft pressure altitude up to cruise altitude using
      maximum climb thrust and cruise at a fixed Mach number of 0.78 at
      pressure altitudes of 31,000 ft and 35,000 ft and descent to 1,500 ft
      pressure altitude are conducted in ISA+10(degree)C conditions. Climb
      and descent speeds below 10,000 ft will be 250 knots CAS.

2.4.5 An allowance of 260 lb of fuel is included for approach and landing
      at the destination airport.

2.4.6 Stage distance is defined as the distance covered during climb,
      cruise and descent as described in Subparagraph 2.4.4 above.

2.4.7 At the end of approach and landing 8,790 lb of fuel will remain in the
      tanks. This represents the estimated fuel required for:

      1) Missed approach
      2) Diversion consisting of climb and cruise in ISA+10(degree)C
         conditions over a still air distance of 150 nautical miles
         starting at 1,500 ft pressure altitude above the destination
         airport.
      3) Holding for 45 minutes at 20,000 ft pressure altitude in
         ISA+10(degree)C conditions.

2.5   The A321 Aircraft will be capable of carrying a fixed payload of ***
      over a guaranteed still air stage distance of not less than *** when
      operated under the conditions defined below:

2.5.1 The departure airport conditions are such as to allow the required
      take-off weight to be used without restriction.

      The destination airport conditions are such as to allow the required
      landing weight to be used without restriction.

2.5.2 An allowance of 220 lb of fuel is included for taxi at the departure
      airport.

2.5.3 An allowance of 640 lb of fuel is included for take-off and climb to
      1,500 ft pressure altitude with acceleration to climb speed in
      ISA+10(degree)C conditions.

2.5.4 Climb from 1,500 ft pressure altitude up to cruise altitude using
      maximum climb thrust and cruise at a fixed Mach number of 0.78 at a
      pressure altitude of 35,000 ft and descent to 1,500 ft pressure
      altitude are conducted in ISA+10(degree)C conditions. Climb and
      descent speeds below 10,000 ft will be 250 knots CAS.

2.5.5 An allowance of 260 lb of fuel is included for approach and landing
      at the destination airport.

2.5.6 Stage distance is defined as the distance covered during climb,
      cruise and descent as described in Subparagraph 2.5.4 above.

2.5.7 At the end of approach and landing 8,300 lb of fuel will remain in the
      tanks. This represents the estimated fuel required for:

      1) Missed approach
      2) Diversion consisting of climb and cruise in ISA+10(degree)C
         conditions over a still air distance of 150 nautical miles
         starting at 1,500 ft pressure altitude above the destination
         airport.
      3) Holding for 45 minutes at 20,000 ft pressure altitude in
         ISA+10(degree)C conditions.

2.6   The mission payload guarantee defined in Subparagraph 2.1 and the
      mission fuel burn guarantee defined in Subparagraph 2.3 and the
      mission range guarantees defined in Subparagraphs 2.3 and 2.4 are
      based on the Buyer's Manufacturer's Weight Empty as defined in
      Subparagraph 3.3 below plus a fixed allowance of 14,370 lb for
      Customer Changes and Operators Items.

      The mission payload guarantee defined in Subparagraph 2.2 is based on
      the Buyer's Manufacturer's Weight Empty as defined in Subparagraph
      3.3 below plus a fixed allowance of 15,870 lb for Customer Changes
      and Operators Items.

3     MANUFACTURER'S WEIGHT EMPTY AND USABLE LOAD 

3.1   The Seller guarantees a Buyer's Manufacturer's Weight Empty of ***.

3.2   The Seller guarantees that the difference between the Buyer's
      Manufacturer's Weight Empty and the Maximum Zero Fuel Weight will be
      not less than ***.

3.3   For the purposes of this Paragraph 3 and of Subparagraph 2.6 above
      the Buyer's Manufacturer's Weight Empty is the Manufacturer's Weight
      Empty defined in Section 13- 10.00.00 of the Specification and is
      subject to adjustment as defined in Subparagraph 7.2.

      For information only an analysis of the Buyer's Manufacturer's Weight
      Empty, Customer Changes, Operators Items and Operating Weight Empty
      is shown in Appendix A to this Letter Agreement.

4     NOISE

4.1   External

4.1.1 The Seller guarantees that the A321 Aircraft will be certified in
      accordance with FAR Part 36 Noise Standards, issue 1978, including
      Amendment 36-15 Stage 3. The applicable noise limits are as defined
      in paragraphs 36.201 and c36.5 (3).

4.1.2 ***

4.1.3 ***

4.2   Internal

4.2.1 Cockpit noise

      At a pressure altitude of 35,000 ft and a Mach number of M=0.78 in
      still air under ISA conditions, the guaranteed A-Weighted Sound
      Pressure Level (SPL) will not exceed *** and the Speech Interference
      Level (SIL) will not exceed ***.

4.2.2 Cabin noise

      At a pressure altitude of 35,000 ft and a Mach number of M=0.78 in
      still air under ISA conditions, the guaranteed A-Weighted Sound
      Pressure Level (SPL) and the Speech
      Interference Level (SIL) will be as follows:

      - the A-Weighted SPL will not exceed *** over the whole seating area.

      -  the SIL will not exceed *** along the front 40% of the passenger
         compartment and will not exceed *** along the remaining 60% of the
         passenger compartment length.

4.2.3 On the ground and under the conditions defined in Subparagraph 5.9
      below the noise levels in the passenger compartment with passenger
      doors open or closed the A-weighted Sound Pressure Level ("SPL") will
      not exceed *** and the Speech Interference Level ("SIL") will not
      exceed ***.

5     GUARANTEE CONDITIONS

5.1   The performance and noise certification requirements for the A321
      Aircraft, except where otherwise noted, will be as stated in Section
      02 of the Specification.

5.2   For the determination of FAR take-off and landing performance a hard
      level dry runway surface with no runway strength limitations, no
      obstacles, zero wind, atmosphere according to ISA, except as
      otherwise noted and the use of speedbrakes, flaps, landing gear and
      engines in the conditions liable to provide the best results will be
      assumed. When establishing take-off and second segment performance no
      air will be bled from the engines for cabin air conditioning or
      anti-icing.

5.3   The en-route one engine inoperative climb performance will be
      established with the amount of engine air bleed associated with the
      maximum cabin altitude as specified in Section 21- 30.32 of the
      Specification and an average ventilation rate not less than the
      amount defined in the Specification but no air will be bled from the
      engines for anti-icing.

5.4   Climb, cruise and descent performance associated with the Guarantees
      will include allowances for normal electrical load and for normal
      engine air bleed and power extraction associated with maximum cabin
      differential pressure as defined in Section 21-30.31 of the
      Specification. Cabin air conditioning management during performance
      demonstration as described in Subparagraph 6.3 below may be such as
      to optimize the A321 Aircraft performance while meeting the minimum
      air conditioning requirements defined above. Unless otherwise stated
      no air will be bled from the engines for anti-icing.

5.5   The engines will be operated using not more than the engine
      manufacturer's maximum recommended outputs for take-off, maximum
      go-round, maximum continuous, maximum climb and cruise for normal
      operation unless otherwise stated.

5.6   Where applicable the Guarantees assume the use of an approved fuel
      having a density of 6.7 lb/US gallon and a lower heating value of
      18,590 BTU/lb.

5.7   Speech interference level (SIL) is defined as the arithmetic average
      of the sound pressure levels in the 1,000, 2,000, and 4,000 Hz octave
      bands. A-weighted sound level (dBA) is as defined in the American
      National Standard Specification ANSI.4-1971. ***

5.8 The sound levels guaranteed in Subparagraph 4.2:

      i)  will be measured at the positions defined in Section 03-83.10 of the
          Specification

      ii) refer to an A321 Aircraft with standard acoustic insulation and an
          interior completely furnished. The effect on noise of Buyer
          Furnished Equipment other than passenger seats will be the
          responsibility of the Buyer.

5.9   For the purposes of the sound levels guaranteed in Subparagraph 4.2.3
      the APU and air conditioning system will be operating. Sound level
      measurements may be made at the prevailing ambient temperature with
      the air conditioning packs controlled to approximate air conditioning
      machinery rotational speed appropriate to an ambient temperature of
      25(degree)C.

6     GUARANTEE COMPLIANCE

6.1   Compliance with the Guarantees will be demonstrated using operating
      procedures and limitations in accordance with those defined by the
      certifying Airworthiness Authority and
      by the Seller unless otherwise stated.

6.2   Compliance with the take-off, second segment, en-route one engine
      inoperative, landing and certified noise elements of the Guarantees
      will be demonstrated with reference to the approved Flight Manual.

6.3   Compliance with those parts of the Guarantees defined in Paragraphs 1
      and 2 above not covered by the requirements of the certifying
      Airworthiness Authority will be demonstrated by calculation based on
      data obtained during flight tests conducted on one (or more, as
      agreed between the Buyer and the Seller) A321 aircraft of the same
      aerodynamic configuration as those A321 Aircraft purchased by the
      Buyer.

6.4   Compliance with the Manufacturer's Weight Empty and Usable Load
      guarantees defined in Paragraph 3 will be demonstrated with reference
      to a weight compliance report.

6.5   Compliance with the mission guarantees defined in Paragraph 2 will be
      demonstrated with reference to the weight compliance report described
      in Subparagraph 6.4.

6.6   Compliance with the guarantees defined in Subparagraphs 4.1.2 and
      4.1.3 will be based on data collected for noise certification
      purposes. Compliance with the guarantees defined in the said
      paragraphs will not be construed as authorizing operation at the
      defined airports (DCA and SNA) under the defined conditions.

6.7   Compliance with the noise guarantees defined in Subparagraph 4.2 will
      be demonstrated with reference to noise surveys conducted on one (or
      more, at the Seller's discretion) A321 aircraft of an acoustically
      similar standard as the A321 Aircraft.

6.8   Data derived from tests and noise surveys will be adjusted as
      required using conventional methods of correction, interpolation or
      extrapolation in accordance with established aeronautical practices
      to show compliance with the Guarantees.

6.9   Compliance with the Guarantees is not contingent on engine
      performance defined in the engine manufacturer's specification.

6.10  The Seller undertakes to furnish the Buyer with a report or reports
      demonstrating compliance with the Guarantees at, or as soon as
      possible after, the delivery of each of the A321 Aircraft.

7     ADJUSTMENT OF GUARANTEES

7.1   In the event of any change to any law, governmental regulation or
      requirement or interpretation thereof ("rule change") by any
      governmental agency made subsequent to the date of the Agreement and
      such rule change affects the A321 Aircraft configuration or
      performance or both required to obtain certification the Guarantees
      will be appropriately modified to reflect the effect of any such
      change.

7.2   The Guarantees apply to the A321 Aircraft as described in the
      Preamble to this Letter Agreement and may be adjusted in the event of:

      a) Any further configuration change which is the subject of a SCN
      b) Variation in actual weights of items defined in Section 13-10 of
         the Specification
      c) Changes required to obtain certification which cause changes to
         the performance or weight of the A321 Aircraft

8     EXCLUSIVE GUARANTEES

      The Guarantees are exclusive and are provided in lieu of any and all
      other performance and weight guarantees of any nature which may be
      stated, referenced or incorporated in the Specification or any other
      document.

9     UNDERTAKING; REMEDIES

      ***

UNQUOTE

      In consideration of the assignment and subrogation by the Seller
      under this Letter Agreement in favor of the Buyer in respect of the
      Seller's rights against and obligations to the Manufacturer under the
      provisions quoted above, the Buyer hereby accepts such assignment and
      subrogation and agrees to be bound by all of the terms, conditions
      and limitations therein contained. The Buyer and Seller recognize and
      agree that, except as otherwise expressly provided in Paragraph 8 of
      this Letter Agreement, all the provisions of Clause 12 of the
      Agreement, including without limitation the Exclusivity of Warranties
      and General Limitations of Liability and Duplicate Remedies therein
      contained, will apply to the foregoing ***.

      ASSIGNMENT

      This Letter Agreement and the rights and obligations of the Buyer
      hereunder will not be assigned or transferred in any manner without
      the prior written consent of the Seller, and any attempted assignment
      or transfer in contravention of the provisions of this paragraph will
      be void and of no force or effect. Notwithstanding the preceding
      sentence, the terms of Subclauses 19.5 and 19.6 of the Agreement will
      apply to this Letter Agreement.



If the foregoing correctly sets forth our understanding, please execute the
original and one (1) copy hereof in the space provided below and return a
copy to the Seller.


                              Very truly yours,

                              AVSA, S.A.R.L.


                              By: /s/ Michele Lascaux
                                 ---------------------

                              Its: Director Contracts

                              Date: November 24, 1998


Accepted and Agreed

US Airways Group, Inc.



By: /s/ Thomas A. Fink
   --------------------

Its:  Treasurer

Date: November 24, 1998



                                                                APPENDIX A TO 
                                                                EXHIBIT 3


1     Manufacturer's Weight Empty and Operating Weight Empty

      At the time of this Agreement the Buyer's Manufacturer's Weight Empty
      and the Operating Weight Empty for the purposes of Subparagraph 2.6
      and Paragraph 3 of this Letter Agreement are defined as follows:

      Manufacturer's Weight Empty as defined in the 
      Specification Reference E 000.02000 Issue 1                  :  93,110 lb
                                                                      --------
      Buyer's Manufacturer's Weight Empty according to the 
      Preamble of this Letter Agreement and for the purposes
      of Subparagraph 2.6 and Paragraph 3 of this Letter 
      Agreement                                                    :    ***

      Specification changes as defined in Subparagraph 2.1 of
      this Appendix A (including US Airways livery)                :   1,543 lb

      Operators Items as defined in Subparagraph 2.2.1 of
      this Appendix A                                              :  12,829 lb
                                                                       --------

      Operating Weight Empty of the A321 Aircraft for 
      the purposes of Subparagraphs 2.1 and 2.3 to 2.5 
      inclusive of this Letter Agreement                           : 107,482 lb

      Operators items as defined in Subparagraph 2.2.2 of
      this Appendix A                                              : 14,329 lb
                                                                      ---------
      Operating Weight Empty of the A321 Aircraft for the 
      purposes of Subparagraphs 2.2 of this Letter Agreement       : 108,982 lb

* Note As of the date hereof the Operating Weight Empty has not been
       completely defined. The payloads, fuel burn and ranges guaranteed in
       Paragraph 2 are based on the estimated Operating Weight Empty as
       shown above.

2     Specification Changes and Operators Items

2.1   Weight of Specification Changes

      As of the date of this draft the complete list of USAir Specification
      Changes is unknown. It is estimated that the weight of such
      Specification Changes is :

                                                                  :   1,483 lb
      USAir livery                                                :      60 lb

2.2   Weights of Operators Items

      Oil for engines and APU                                     :     117 lb
      Unusable fuel                                               :     154 lb
      Water for galleys and toilets                               :     441 lb
      Waste tank pre-charge                                       :      29 lb
      A321 Aircraft documents and tool kits                       :      42 lb
      Passenger seats and life jackets                            :   5,184 lb
      Phone equipment                                             :     170 lb
      Galley structure and fixed equipment                        :   1,512 lb
      Chillers                                                    :     195 lb
      Catering and service equipment                              :   2,829 lb
      Cabin supplies                                              :     252 lb
      Emergency equipment                                         :     704 lb
      Crew and bags                                               :   1,200 lb
                                                                       --------
2.2.1  Total Operators Items for the purposes of
       Subparagraphs 2.1 and 2.3 to 2.5 inclusive of 
       this Letter Agreement                                      :  12,829 lb

       Additional items for over water operation                  :   1,500 lb
                                                                       -------
2.2.2  Total Operators Items for the purposes of
       Subparagraph 2.2 of this Letter Agreement                  :  14,329 lb



                   LETTER AGREEMENT NO. 1 TO AMENDMENT NO. 1


                                                           As of June 10, 1998


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:   MISCELLANEOUS

Ladies and Gentlemen:

      US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the
"Seller"), have entered into Amendment No. 1, dated as of even date
herewith (the "Amendment"), to the Airbus A319/A320/A321 Purchase Agreement
dated as of October 31, 1997, which covers, among other things, the sale by
the Seller and the purchase by the Buyer of certain Aircraft, under the
terms and conditions set forth in said Agreement. The Buyer and the Seller
have agreed to set forth in this Letter Agreement No. 1 to the Amendment
(the "Letter Agreement") certain additional terms and conditions regarding
the sale of the Aircraft. Capitalized terms used herein and not otherwise
defined in this Letter Agreement will have the meanings assigned thereto in
the Agreement. The terms "herein," "hereof" and "hereunder" and words of
similar import refer to this Letter Agreement.

      Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Amendment, that the provisions of said
Amendment are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Amendment, except that
if the Amendment and this Letter Agreement have specific provisions which
are inconsistent, the specific provisions contained in this Letter
Agreement will govern.

1.    LETTER AGREEMENT NO. 5

1.1   The Buyer and the Seller hereby agree that ***. Therefore,
      Subparagraph 1.3 of Letter Agreement No. 5 to the Agreement is hereby
      superseded and replaced by the following quoted text.

      QUOTE

      ***

      UNQUOTE

1.2   The Buyer and the Seller hereby agree that the reference to *** in
      Subparagraph 2.1.1(ii)(b) of Letter Agreement No. 5 to the Agreement
      is hereby superseded and replaced by ***. Therefore, Subparagraph
      2.1.1(ii) of Letter Agreement No. 5 to the Agreement is hereby
      superseded and replaced by the following quoted text.

      QUOTE

      ***

      UNQUOTE

2.    LETTER AGREEMENT NO. 7

      The Buyer and the Seller hereby agree to amend Subparagraph 9.1 of
      Letter Agreement No. 7 to the Agreement by replacing such
      subparagraph with the following quoted text.

      QUOTE

      9.1         ***

      UNQUOTE

2.    LETTER AGREEMENT NO. 13

      The Buyer and the Seller hereby agree to amend Paragraph 8 of Letter
      Agreement No. 13 to the Agreement by replacing such paragraph with
      the following quoted text.

      QUOTE

      UNQUOTE

         In consideration of the assignment and subrogation by the Seller
         under this Letter Agreement in favor of the Buyer in respect of
         the Seller's rights against and obligations to the Manufacturer
         under the provisions quoted above, the Buyer hereby accepts such
         assignment and subrogation and agrees to be bound by all of the
         terms, conditions and limitations therein contained. The Buyer and
         Seller recognize and agree that, except as otherwise expressly
         provided in Paragraph 7 of this Letter Agreement, all the
         provisions of Clause 12 of the Agreement, including without
         limitation the Exclusivity of Warranties and General Limitations
         of Liability and Duplicate Remedies therein contained, will apply
         to the foregoing Technical Dispatch Reliability Guarantee.

         ASSIGNMENT

         This Letter Agreement and the rights and obligations of the Buyer
         hereunder will not be assigned or transferred in any manner
         without the prior written consent of the Seller, and any attempted
         assignment or transfer in contravention of the provisions of this
         paragraph will be void and of no force or effect. Notwithstanding
         the preceding sentence, the terms of Subclauses 19.5 and 19.6 of
         the Agreement will apply to this Letter Agreement.

      UNQUOTE

4.    ASSIGNMENT

      This Letter Agreement and the rights and obligations of the Buyer
      hereunder will not be assigned or transferred in any manner without
      the prior written consent of the Seller, and any attempted assignment
      or transfer in contravention of the provisions of this Paragraph 4
      will be void and of no force or effect. Notwithstanding the preceding
      sentence, the terms of Subclauses 19.5 and 19.6 of the Agreement will
      apply to this Letter Agreement.



      If the foregoing correctly sets forth our understanding, please
execute the original and one (1) copy hereof in the space provided below
and return a copy to the Seller.


                              Very truly yours,

                              AVSA, S.A.R.L.


                              By: /s/ Michele Lascaux
                                 ---------------------

                              Its: Director Contracts

                              Date: November 24, 1998


Accepted and Agreed

US Airways Group, Inc.



By: /s/ Thomas A. Fink
   --------------------
Its:  Treasurer

Date: November 24, 1998