Exhibit 10.18

            AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Agreement dated as of November 18, 1998, between US Airways 
Group, Inc., a Delaware corporation, having a place of business 
at Crystal Park Four, 2345 Arlington, VA  22227 ("Group"), US 
Airways, Inc., a Delaware corporation, having a place of business 
at Crystal Park Four, 2345 Crystal Drive, Arlington, VA 22227 
(the "Company") and Stephen M. Wolf, residing at P.O. Box 1400, 
Middleburg, Virginia, 20118 (the "Executive").
                         WITNESSETH
WHEREAS, the Company and the Executive have entered into that 
certain employment agreement dated January 22, 1996 (the 
"Original Agreement"), and the parties hereto desire to amend, 
restate and replace the Original Agreement with this Agreement;
WHEREAS, the Executive has assumed duties of a responsible 
nature to the benefit of Group and the Company and to the 
satisfaction of their respective Boards of Directors (each the 
"Board");
WHEREAS, the respective Boards believe it to be in the best 
interests of Group and the Company to enter into this Agreement 
to assure Executive's continuing services to Group and the 
Company including, but not limited to, under circumstances in 
which there is a possible, threatened or actual Change of Control 
(as defined below); 
WHEREAS, the respective Boards believe it is imperative to 
diminish the inevitable distraction of the Executive by virtue of 
the personal uncertainties and risks created by a pending or 
threatened Change of Control and to encourage the Executive's 
full attention and dedication to Group and the Company currently 
and in the event of any threatened or pending Change of Control, 
and to provide the Executive with compensation and benefits 
arrangements upon a Change of Control which ensure that the 
compensation and benefits expectations of the Executive will be 
satisfied and which are competitive with those of other 
corporations; and
WHEREAS, in order to accomplish all the above objectives, the 
respective Boards have authorized the Company and Group to enter 
into this Agreement;
NOW, THEREFORE, in consideration of the mutual promises 
herein contained, Group, the Company and the Executive hereby 
agree as follows:
      1.  Certain Definitions.
     (a)  The "Effective Date" shall mean the date hereof.
     (b)  The "Change of Control Date" shall mean the first date 
during the Employment Period (as defined in Section 1(c)) on 
which a Change of Control (as defined in Section 2) occurs.  
Anything in this Agreement to the contrary notwithstanding, if a 
Change of Control occurs and if the Executive's employment with 
Group or the Company is terminated or the Executive ceases to be 
Chairman of Group or the Company prior to the date on which the 
Change of Control occurs, and if it is reasonably demonstrated by 
the Executive that such termination of employment or cessation of 
status as Chairman (i) was at the request of a third party who 
has taken steps reasonably calculated to effect the Change of 
Control or (ii) otherwise arose in connection with or 
anticipation of the Change of Control, then for all purposes of 
this Agreement the "Change of Control Date" shall mean the date 
immediately prior to the date of such termination of employment 
or cessation of status as Chairman.
(c)	The "Employment Period" shall mean the period 
commencing on the Effective Date and ending on the earlier to 
occur of (i) the fourth anniversary of such date or (ii) the 
first day of the month next following the Executive's 65th 
birthday ("Normal Retirement Date"); provided, however, that 
commencing on the date one year after the Effective Date, and on 
each annual anniversary of such date (such date and each annual 
anniversary thereof shall be hereinafter referred to as the 
"Renewal Date"), the Employment Period shall be automatically 
extended so as to terminate on the earlier of (x) four years from 
such Renewal Date or (y) the Executive's Normal Retirement Date, 
unless at least 30 days prior to the Renewal Date the Company 
shall give notice to the Executive that the Employment Period 
shall not be so extended; and provided, further, that upon the 
occurrence of a Change of Control Date, the Employment Period 
shall automatically be extended so as to terminate on the earlier 
to occur of (1) the fourth anniversary of such date or (2) the 
Executive's Normal Retirement Date.
     2.   Change of Control.  For the purpose of this Agreement, 
a "Change of Control" or "Change in Control" shall mean:
    (a)   The acquisition by an individual, entity or group 
(within the meaning of Section 13(d)(3) or 14(d)(2) of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act")) 
of beneficial ownership (within the meaning of Rule 13d-3 
promulgated under the Exchange Act) of 20% or more of either (i) 
the then outstanding shares of common stock of Group (the 
"Outstanding Group Common Stock") or (ii) the combined voting 
power of the then outstanding voting securities of Group entitled 
to vote generally in the election of directors (the "Outstanding 
Group Voting Securities"); provided, however, that the following 
acquisitions shall not constitute a Change of Control: (w) any 
acquisition directly from Group, (x) any acquisition by Group or 
any of its subsidiaries, (y) any acquisition by any employee 
benefit plan (or related trust) sponsored or maintained by Group 
or any of its subsidiaries or (z) any acquisition by any 
corporation with respect to which, following such acquisition, 
more than 85% of, respectively, the then outstanding shares of 
common stock of such corporation and the combined voting power of 
the then outstanding voting securities of such corporation 
entitled to vote generally in the election of directors, is then 
beneficially owned, directly or indirectly, by all or 
substantially all of the individuals and entities who were 
beneficial owners, respectively of the Outstanding Group Common 
Stock and Outstanding Group Voting Securities in substantially 
the same proportions as their ownership, immediately prior to 
such acquisition, of the Outstanding Group Common Stock and 
Outstanding Group Voting Securities, as the case may be; or
     (b)  Individuals who, as of the date hereof, constitute 
Group's Board of Directors (the "Incumbent Board") cease for any 
reason to constitute at least a majority of the Group Board of 
Directors; provided, however, that any individual becoming a 
director subsequent to the date hereof whose election, or 
nomination for election by Group's shareholders, was approved by 
a vote of at least a majority of the directors then comprising 
the Incumbent Board shall be considered as though such individual 
were a member of the Incumbent Board, but excluding, for this 
purpose, any such individual whose initial assumption of office 
occurs as a result of either an actual or threatened election 
contest (as such terms are used in Rule 14a-11 of Regulation 14A 
promulgated under the Exchange Act) or other actual or threatened 
solicitation of proxies or consents; or
     (c)  Approval by the shareholders of Group of a 
reorganization, merger or consolidation, in each case, with 
respect to which all or substantially all of the individuals and 
entities who were the beneficial owners, respectively, of the 
Outstanding Group Common Stock and Outstanding Group Voting 
Securities immediately prior to such reorganization, merger or 
consolidation, beneficially own, directly or indirectly, less 
than 85% of, respectively, the then outstanding shares of common 
stock and the combined voting power of the then outstanding 
voting securities entitled to vote generally in the election of 
directors, as the case may be, of the corporation resulting from 
such reorganization, merger or consolidation in substantially the 
same proportions as their ownership, immediately prior to such 
reorganization, merger or consolidation of the Outstanding Group 
Common Stock and the Outstanding Group Voting Securities, as the 
case may be; or
     (d)  Approval by the shareholders of Group of (i) a complete 
liquidation or dissolution of Group or (ii) the sale or other 
disposition of all or substantially all of the assets of Group, 
other than to a corporation, with respect to which following such 
sale or other disposition, more than 85% of, respectively, the 
then outstanding shares of common stock of such corporation and 
the combined voting power of the then outstanding voting 
securities of such corporation entitled to vote generally in the 
election of directors is then beneficially owned, directly or 
indirectly, by all or substantially all of the individuals and 
entities who were the beneficial owners, respectively, of the 
Outstanding Group Common Stock and Outstanding Group Voting 
Securities immediately prior to such sale or other disposition in 
substantially the same proportion as their ownership, immediately 
prior to such sale or other disposition, of the Outstanding Group 
Common Stock and Outstanding Group Voting Securities, as the case 
may be; or
     (e)  The acquisition by an individual, entity or group of 
beneficial ownership of 20% or more of the then outstanding 
securities of Group, including both voting and non-voting 
securities, provided, however, that such acquisition shall only 
constitute a Change of Control in the event that such individual, 
entity or group also obtains the power to elect by class vote, 
cumulative voting or otherwise to appoint, 20% or more of the 
total number of directors to the Board of Directors of Group.
     3.  Employment Period.  Group and the Company hereby agree 
to continue the Executive in their employ, and the Executive 
hereby agrees to remain in the employ of Group and the Company, 
during the Employment Period under the terms and conditions 
provided herein.
     4.  Terms of Employment
    (a)   Position and Duties.
    (i)     During the Employment Period and prior to a Change of 
Control Date, (A) if the respective Boards of Group and the 
Company determine that the Executive has been performing his 
duties in accordance with Section 4(a)(iii) hereof, each shall 
re-elect the Executive to the position of Chairman with 
substantially similar duties to those performed by the Executive 
on the Effective Date, (B) the Executive's services shall be 
performed at the Executive's location on the Effective Date, the 
Company's headquarters, or a location where a substantial 
activity for which the Executive has responsibility is located.  
The President and Chief Executive Officer of Group and the 
Company will report to the Executive.
     (ii)  During the Employment Period and on and following a 
Change of Control Date, (A) the Executive's position (including 
status, offices, titles and reporting relationships), authority, 
duties and responsibilities shall be at least commensurate in all 
material respects with the most significant of those held, 
exercised and assigned at any time during the 90-day period 
immediately preceding the Change of Control Date and (B) the 
Executive's services shall be performed at the location where the 
Executive was employed immediately preceding the Change of 
Control Date or any office or location less than thirty-five (35) 
miles from such location.
     (iii)  During the Employment Period, and excluding any 
periods of vacation and sick leave to which the Executive is 
entitled, the Executive agrees to devote reasonable attention and 
time during normal business hours to the business and affairs of 
Group and the Company and, to the extent necessary to discharge 
the responsibilities assigned to the Executive hereunder, to use 
the Executive's reasonable best efforts to perform faithfully and 
efficiently such responsibilities.  During the Employment Period 
it shall not be a violation of this Agreement for the Executive 
to (A) serve on corporate, civic or charitable boards or 
committees, (B) deliver lectures, fulfill speaking engagements or 
teach at educational institutions and (C) manage personal 
investments, so long as such activities do not significantly 
interfere with the performance of the Executive's 
responsibilities as an employee of Group or the Company in 
accordance with this Agreement.  It is also expressly understood 
and agreed that to the extent that such activities have been 
conducted by the Executive prior to the Effective Date, the 
continued conduct of such activities (or the conduct of 
activities similar in nature and scope thereto) subsequent to the 
Effective Date shall not thereafter be deemed to interfere with 
the performance of the Executive's responsibilities to Group or 
the Company.
     (b)       Compensation.
     (i)       Base Salary.  During the Employment Period, the 
Company shall pay the Executive a base salary (x) for the first 
12 months of the term hereof at a rate not less than $600,000, 
and (y) during each succeeding 12 months of the term hereof at a 
rate not less than his base salary in effect on the last day of 
the preceding 12-month period.  During the Employment Period, 
base salary shall be reviewed at least annually and shall be 
increased at any time and from time to time as shall be 
substantially consistent with increases in base salary awarded in 
the ordinary course of business to other key employees of the 
Company and its subsidiaries.  Any increase in base salary shall 
not serve to limit or reduce any other obligation to the 
Executive under this Agreement.  Base salary shall not be reduced 
after any such increase.  Base salary under Section 4(b)(i) shall 
hereinafter be referred to as the "Base Salary."
     (ii)  Annual Bonus.  In addition to Base Salary, the 
Executive shall be awarded, for each fiscal year during the 
Employment Period, an annual bonus as shall be determined by the 
Board of Group or its Human Resources Committee in accordance 
with the Incentive Compensation Plan as approved by the Board of 
Group or other annual bonus plan hereafter approved by the Board 
of Group ("Incentive Plan").  The Executive's target bonus 
opportunity under the Incentive Plan each year shall be no less 
than 100% of his Base Salary (as in effect on the first day of 
the year) and his maximum bonus opportunity each year shall be no 
less than 200% of such Base Salary.  The annual bonus under 
Section 4(b)(ii) shall hereinafter be referred to as the "Annual 
Bonus."
     (iii)  Incentive, Savings and Retirement Plans.  In addition 
to Base Salary and Annual Bonus payable as hereinabove provided, 
the Executive shall be entitled to participate during the 
Employment Period in all incentive, savings and retirement plans, 
practices, policies and programs applicable on or after the 
Effective Date to other key employees of the Company and its 
subsidiaries (including but not limited to the employee benefit 
plans listed on Exhibit A hereto), in each case providing 
benefits which are the economic equivalent to those in effect on 
the Effective Date or as subsequently amended.
     (iv)  Welfare Benefit Plans.  During the Employment Period, 
the Executive and/or the Executive's family, as the case may be, 
shall be eligible for participation in and shall receive all 
benefits under welfare benefit plans, practices, policies and 
programs provided by the Company and its subsidiaries (including, 
without limitation, medical, prescription, dental, disability, 
salary continuance, employee life, group life, accidental death 
and travel accident insurance plans and programs) applicable on 
or after the Effective Date to other key employees of the Company 
and its subsidiaries, in each case providing benefits which are 
the economic equivalent to those in effect on the Effective Date 
or as subsequently amended.
     (v)  Expenses.  During the Employment Period, the Executive 
shall be entitled to receive prompt reimbursement for all 
reasonable expenses incurred by the Executive in accordance with 
the most favorable policies, practices and procedures of the 
Company and its subsidiaries applicable at any time on or after 
the Effective Date to other key employees of the Company and its 
subsidiaries.
     (vi)  Fringe Benefits.  During the Employment Period, the 
Executive shall be entitled to fringe benefits, including but not 
limited to pass privileges for non revenue transportation, in 
accordance with the most favorable plans, practices, programs and 
policies of the Company and its subsidiaries applicable at any 
time on or after the Effective Date to other key employees of the 
Company and its subsidiaries.
     (vii)  Office and Support Staff.  During the Employment 
Period, the Executive shall be entitled to an appropriate office 
or offices of a size and with furnishings and other appointments, 
and to secretarial and other assistance, as provided to other key 
employees of the Company and its subsidiaries.
     (viii)  Vacation.  During the Employment Period, the 
Executive shall be entitled to paid vacation in accordance with 
the most favorable plans, policies, programs and practices of the 
Company and its subsidiaries as in effect on or after the 
Effective Date with respect to other key employees of the Company 
and its subsidiaries.

      5.  Termination.
     (a)  Mutual Agreement.  During the Employment Period, the 
Executive's employment hereunder may be terminated at any time by 
mutual agreement on terms to be negotiated at the time of such 
termination.
     (b)  Death or Disability.  This Agreement shall terminate 
automatically upon the Executive's death.  If the Company 
determines in good faith that the Disability of the Executive has 
occurred (pursuant to the definition of "Disability" set forth 
below), it may give to the Executive written notice of its 
intention to terminate the Executive's employment hereunder.  In 
such event, the Executive's employment with Group and the Company 
shall terminate effective on the 90th day after receipt by the 
Executive of such notice given at any time after a period of six 
consecutive months of Disability and while such Disability is 
continuing (the "Disability Effective Date"), provided that, 
within the 90 days after such receipt, the Executive shall not 
have returned to full-time performance of the Executive's duties.  
For purposes of this Agreement, "Disability" means disability 
which, at least six months after its commencement, is determined 
to be total and permanent by a physician selected by the Company 
or its insurers and acceptable to the Executive or the 
Executive's legal representative (such agreement as to 
acceptability not to be withheld unreasonably).  During such six 
month period and until the Disability Effective Date, Executive 
shall be entitled to all compensation provided for under Section 
4 hereof.
     (c)  Cause.  During the Employment Period, the Company may 
terminate the Executive's employment with Group and the Company 
for "Cause." For purposes of this Agreement, "Cause" means (i) an 
act or acts of personal dishonesty taken by the Executive and 
intended to result in substantial personal enrichment of the 
Executive at the expense of Group or the Company, (ii) repeated 
violations by the Executive of the Executive's obligations under 
Section 4(a) of this Agreement which are demonstrably willful and 
deliberate on the Executive's part and which are not remedied in 
a reasonable period of time after receipt of written notice from 
the Company or (iii) the conviction of the Executive of a felony.
     (d)  Good Reason.  During the Employment Period, the 
Executive's employment hereunder may be terminated by the 
Executive for Good Reason.  For purposes of this Agreement, "Good 
Reason" means:
             (i)  the assignment to the Executive of any duties 
         inconsistent in any respect with Executive's position 
         (including status, offices, titles and reporting 
         relationships), authority, duties or responsibilities as 
         contemplated by Section 4(a)(i) or (ii) of this 
         Agreement, or any other action by the Company which 
         results in a diminution in such position, authority, 
         duties or responsibilities, excluding for this purpose 
         an isolated, insubstantial and inadvertent action not 
         taken in bad faith and which is remedied by the Company 
         promptly after receipt of notice thereof given by the 
         Executive;
             (ii)  the failure by Group to elect the Executive to 
         the position of Chairman or any other action by Group 
         which results in the diminution of the Executive's 
         position, authority, duties, or responsibilities, 
         excluding an isolated, insubstantial and inadvertent 
         action not taken in bad faith and which is remedied by 
         Group promptly after receipt of notice thereof given by 
         Executive;
             (iii)  (x) any failure by the Company to comply with 
         any of the provisions of Section 4(b) of this Agreement, 
         other than an isolated, insubstantial and inadvertent 
         failure not occurring in bad faith and which is remedied 
         by Group or the Company promptly after receipt of notice 
         thereof given by the Executive or (y) after the Change 
         of Control Date, any failure of the Company to pay Base 
         Salary or Annual Bonus in accordance with Sections 
         4(b)(i) and (ii), respectively, or any failure by the 
         Company to maintain or provide the plans, programs, 
         policies and practices, or benefits described in 
         Sections 4(b)(iii) - (viii) on the most favorable basis 
         such plans programs, policies and practices were 
         maintained and benefits provided during the 90 day 
         period immediately preceding the Change of Control Date, 
         or if more favorable to the Executive and/or the 
         Executive's family, as in effect at any time thereafter 
         with respect to other key employees of the Company and 
         its subsidiaries;
             (iv)  Group's or the Company's requiring the 
         Executive to be based at any office or location other 
         than that described in Sections 4(a)(i)(B) or 
         4(a)(ii)(B) hereof, except for travel reasonably 
         required in the performance of the Executive's 
         responsibilities;
             (v)  any purported termination by Group or the 
         Company of the Executive's employment otherwise than as 
         expressly permitted by this Agreement; or
             (vi)  any failure by Group or the Company to comply 
         with and satisfy Section 11(c) of this Agreement.
For purposes of this Section 5(d), any good faith determination 
of "Good Reason" made by the Executive on or after the Change of 
Control Date shall be conclusive.  Anything in this Agreement to 
the contrary notwithstanding, a termination by the Executive for 
any reason during the 30-day period immediately following the 
first anniversary of the Change of Control Date shall be deemed 
to be a termination for Good Reason for all purposes of this 
Agreement.
     (e)  Notice of Termination.  Any termination of the 
Executive's employment hereunder by the Company for Cause or by 
the Executive for Good Reason shall be communicated by Notice of 
Termination to such other party hereto given in accordance with 
Section 12(b) of this Agreement.  For purposes of this Agreement, 
a "Notice of Termination" means a written notice which (i) 
indicates the specific termination provision in this Agreement 
relied upon, (ii) sets forth in reasonable detail the facts and 
circumstances claimed to provide a basis for termination of the 
Executive's employment under the provision so indicated and (iii) 
if the Date of Termination (as defined below) is other that the 
date of receipt of such notice, specifies the termination date 
(which date shall be not more than fifteen (15) days after the 
giving of such notice).  The failure by the Executive to set 
forth in the Notice of Termination any fact or circumstance which 
contributes to a showing of Good Reason shall not waive any right 
of the Executive hereunder or preclude the Executive from 
asserting such fact or circumstance in enforcing his rights 
hereunder.
     (f)  Date of Termination.  "Date of Termination" means the 
date of receipt of the Notice of Termination or any later date 
specified therein, as the case may be; provided, however, that 
(i) if the Executive's employment hereunder is terminated by the 
Company other than for Cause or Disability, the Date of 
Termination shall be the date on which the Company notifies the 
Executive of such termination and (ii) if the Executive's 
employment hereunder is terminated by reason of death or 
Disability, the Date of Termination shall be the date of death 
of the Executive or the Disability Effective Date, as the case 
may be.
     6.  Obligations of Group and the Company upon Termination.
    (a)  Death.  If the Executive's employment hereunder is 
terminated by reason of the Executive's death, this Agreement 
shall terminate without further obligations to the Executive's 
legal representatives under this Agreement, other than those 
obligations accrued or earned and vested (if applicable) by the 
Executive as of the Date of Termination, including, for this 
purpose (i) the Executive's full Base Salary through the Date 
of Termination at the rate in effect on the Date of 
Termination, disregarding any reduction in Base Salary in 
violation of this Agreement (the "Highest Base Salary"), (ii) 
the product of the Annual Bonus paid to the Executive for the 
last full fiscal year and a fraction, the numerator of which is 
the number of days in the current fiscal year through the Date 
of Termination, and the denominator of which is 365 and (iii) 
any compensation previously deferred by the Executive (together 
with any accrued interest thereon) and not yet paid by the 
Company and any accrued vacation pay not yet paid by the 
Company (such amounts specified in clauses (i), (ii) and (iii) 
are hereinafter referred to as "Accrued Obligations").  All 
such Accrued Obligations shall be paid to the Executive's 
estate or beneficiary, as applicable, in a lump sum in cash 
within 30 days of the Date of Termination.  Anything in this 
Agreement to the contrary notwithstanding, the Executive's 
family shall be entitled to receive benefits at least equal to 
the most favorable benefits provided by the Company and any of 
its subsidiaries to surviving families of employees of the 
Company and such subsidiaries under such plans, programs, 
practices and policies relating to family death benefits, if 
any, in accordance with the most favorable plans, programs, 
practices and policies of the Company and its subsidiaries in 
effect on or after the Effective Date or, if more favorable to 
the Executive and/or the Executive's family, as in effect on 
the date of the Executive's death with respect to other key 
employees of the Company and its subsidiaries and their 
families.
     (b)  Disability.  If the Executive's employment is 
terminated by reason of the Executive's Disability, this 
Agreement shall terminate without further obligations to the 
Executive, other than those obligations accrued or earned and 
vested (if applicable) by the Executive as of the Date of 
Termination, including for this purpose, all Accrued 
Obligations.  All such Accrued Obligations shall be paid to the 
Executive in a lump sum in cash within 30 days of the Date of 
Termination.  Anything in this Agreement to the contrary 
notwithstanding, the Executive shall be entitled after the 
Disability Effective Date to receive disability and other 
benefits at least equal to the most favorable of those provided 
by the Company and its subsidiaries to disabled employees and/or 
their families in accordance with such plans, programs, 
practices and policies relating to disability, if any, in 
accordance with the most favorable plans, programs, practices 
and policies of the Company and its subsidiaries in effect on or 
after the Effective Date or, if more favorable to the Executive 
and /or the Executive's family, as in effect at any time 
thereafter with respect to other key employees of the Company 
and its subsidiaries and their families.
     (c)  Cause; Other than for Good Reason.  If the 
Executive's employment shall be terminated for Cause, this 
Agreement shall terminate without further obligations to the 
Executive (other than the obligation to pay to the Executive the 
Highest Base Salary through the Date of Termination plus the 
amount of any accrued vacation pay not yet paid by the Company 
and any compensation previously deferred by the Executive 
(together with accrued interest thereon).  If the Executive 
terminates employment other than for Good Reason, this Agreement 
shall terminate without further obligations to the Executive, 
other than those obligations accrued or earned and vested (if 
applicable) by the Executive through the Date of Termination, 
including for this purpose, all Accrued Obligations and any 
obligations provided for in an agreement, if any, between the 
Company and the Executive pursuant to Section 5(a).  All such 
Accrued Obligations shall be paid to the Executive in a lump sum 
in cash within 30 days of the Date of Termination.

     (d)  Good Reason; Other Than for Cause, Disability or 
Death.
     (1)  If, during the Employment Period and prior to a 
Change of Control, the Company shall terminate the Executive's 
employment hereunder other than for Cause, Disability or death 
or if the Executive shall terminate his employment hereunder for 
Good Reason:
     (i)  Group or the Company shall pay to the Executive in a 
      lump sum in cash within 5 days after the Date of 
      Termination the aggregate of the following amounts:
          A.  to the extent not theretofore paid, the 
      Executive's Highest Base Salary
      through the Date of Termination; and

          B.  Base Salary at the rate of the Highest Base 
      Salary for the period from the Date of Termination until 
      the end of the Employment Period; and

          C.  in the case of compensation previously deferred 
      by the Executive, all amounts previously deferred 
      (together with any accrued interest thereon) and not yet 
      paid by the Company, and any accrued vacation pay not yet 
      paid by the Company; and
      (ii)  for the remainder of the Employment Period, or such 
      longer period as any plan, program, practice or policy 
      may provide, the Company shall continue benefits to the 
      Executive and/or the Executive's family at least equal to 
      those which would have been provided to them in 
      accordance with the plans, programs, practices and 
      policies described in Section 4(b)(iv) and (vi) of this 
      Agreement if the Executive's employment had not been 
      terminated, including health insurance and life 
      insurance, in accordance with the most favorable plans, 
      practices, programs or policies of the Company and its 
      subsidiaries in effect on or after the Effective Date, or 
      if more favorable to the Executive, as in effect at any 
      time thereafter with respect to other key employees of 
      the Company and its subsidiaries and their families.
     (2)  If, during the Employment Period and on and after a 
Change of Control Date, the Company shall terminate the 
Executive's employment hereunder other than for Cause, 
Disability, or death or if the Executive shall terminate his 
employment hereunder for Good Reason:
     (i)  Group or the Company shall pay to the Executive in a 
      lump sum in cash within five (5) days after the Date of 
      Termination the aggregate of the following amounts:

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

          B.  the product of (x) the Annual Bonus paid to the 
      Executive for the last full fiscal year ending during the 
      Employment Period or, if higher, the Annual Bonus paid to 
      the Executive during the last full fiscal year ending 
      during the Employment Period or, if higher, a constructive 
      annual bonus in an amount equal to the maximum Annual Bonus 
      in effect on the Effective Date (the highest amount 
      determined under this clause (x) shall hereinafter be 
      called the "Recent Bonus") and (y) a fraction, the 
      numerator of which is the number of days in the current 
      fiscal year through the Date of Termination and the 
      denominator of which is 365; and

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

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

           E.  the Executive shall be entitled to receive a lump-
      sum retirement benefit equal to the difference between (a) 
      the actuarial equivalent of the benefit under the 
      Retirement Plan and any supplemental and/or excess 
      retirement plan the Executive would receive if he remained 
      employed by the Company at the compensation level provided 
      for in Sections 4(b)(i) and (ii) of this Agreement for the 
      remainder of the Employment Period and (b) the actuarial 
      equivalent of this benefit, if any, under the Retirement 
      Plan and any supplemental and/or excess retirement plan.

      (ii)  The Company shall, for the remainder of the 
      Employment Period or such longer period as any plan, 
      program, practice or policy may provide, continue benefits 
      to the Executive and/or the Executive's family at least 
      equal to those which would have been provided to them in 
      accordance with the plans, programs, practices and policies 
      described in Sections 4(b)(iii)(with respect to any 
      retirement plans), (iv) and (vi) of this Agreement if the 
      Executive's employment had not been terminated, including 
      health insurance and life insurance, in accordance with the 
      most favorable plans, practices, programs or policies of 
      the Company and its subsidiaries in effect on or after the 
      Effective Date or, if more favorable to the Executive, as 
      in effect at any time thereafter with respect to other key 
      employees of the Company and its subsidiaries and their 
      families and (except as provided in paragraph (e) below) 
      for purposes of eligibility for retiree benefits pursuant 
      to such plans, practices, programs and policies, the 
      Executive shall be considered to have remained employed 
      until the end of the Employment Period and to have retired 
      on the last day of such period.
     (e)  Post-Retirement Travel and Health Benefits.  
Notwithstanding any other provision of this Agreement, in the 
event the Executive's employment hereunder is terminated for any 
reason (including death, Disability, with or without Cause by the 
Company, and with or without  Good Reason by the Executive), the 
Company shall provide the Executive with the following benefits 
after the Termination Date:
     (i)  Travel Benefits.  For the lifetime of the Executive, 
     the Company shall continue to provide transportation 
     benefits under Section 4(b)(vi) as a retired executive 
     officer or director (whichever is better), which shall 
     include first class positive space on-line travel for 
     Executive and his eligible dependents, including spouse, in 
     accordance with the most favorable terms of the policy in 
     effect.
     (ii)  Health Benefits.  For the lifetime of the Executive, 
     the Company shall continue to provide health insurance 
     benefits on the same basis such benefits are provided to 
     retired executives of the Company, including coverage for 
     his eligible dependents, including spouse, in accordance 
     with the most favorable terms of the health benefit plan in 
     effect;  provided, however, that if the Executive becomes 
     eligible for health benefits through a subsequent employer, 
     the provision of such benefits hereunder shall be secondary 
     to the coverage of such subsequent employer.
     (iii)  Other Benefits.  For the lifetime of the Executive, 
     any other fringe benefits provided to the Executive as 
     Chairman to the extent such benefits are provided to any 
     other retired officers of Group or the Company.
     7.  Non-exclusivity of Rights.  Nothing in this Agreement 
shall prevent or limit the Executive's continuing or future 
participation in any benefit, bonus, incentive or other plans, 
programs, policies or practices, provided by Group, the Company 
or any of their respective subsidiaries and for which the 
Executive may qualify, nor shall anything herein limit or 
otherwise affect such rights as the Executive may have under any 
stock option, restricted stock or other agreements with Group, 
the Company or any of their respective subsidiaries.  Amounts 
which are vested benefits or which the Executive is otherwise 
entitled to receive under any plan, policy, practice or program 
of Group, the Company or any of their respective subsidiaries at 
or subsequent to the Date of Termination shall be payable in 
accordance with such plan, policy practice or program.
     8.  Full Settlement.  The Company's obligation to make the 
payments provided for in this Agreement and otherwise to perform 
its obligations hereunder shall not be affected by any set-off, 
counterclaim, recoupment, defense or other claim, right or action 
which Group or the Company may have against the Executive or 
others.  In no event shall the Executive be obligated to seek 
other employment or take any other action by way of mitigation of 
the amounts payable to the Executive under any of the provisions 
of this Agreement. Group or the Company agrees to pay, to the 
full extent permitted by law, all legal fees and expenses, as 
incurred by Group, the Company, the Executive and others, which 
the Executive may reasonably incur as a result of any contest 
(regardless of the outcome thereof) by Group, the Company or 
others of the validity or enforceability of, or liability under, 
any provision of this Agreement or any guarantee of performance 
thereof (including as a result of any contest by the Executive 
about the amount of any payment pursuant to Section 9 of this 
Agreement), plus in each case interest at the applicable Federal 
rate provided for in Section 7872(f)(2) of the Internal Revenue 
Code of 1986, as amended (the "Code").
     9.  Certain Additional Payments by Group and the Company.
    (a)  Anything in this Agreement to the contrary 
notwithstanding, in the event it shall be determined that any 
payment or distribution by Group, the Company, any individual, 
entity or group whose actions result in a Change of Control, or 
their respective subsidiaries or affiliates to or for the benefit 
of the Executive (whether paid or payable or distributed or 
distributable pursuant to the terms of this Agreement or 
otherwise, but determined without regard to any additional 
payments required under this Section 9, including, but not 
limited to, any amounts in respect of (i) options to acquire 
shares of Group common stock, (ii) restricted shares of Group 
common stock, (iii) the letter agreement entered into as of 
January 22, 1996, as amended by letter agreement dated November 
18, 1998, between the Executive and the Company with respect to 
supplemental retirement benefits, and (iv) the letter agreement 
entered into as of January 22, 1996 between the Executive and the 
Company with respect to certain employment matters) (a 
"Payment"), would be subject to the excise tax imposed by Section 
4999 of the Code or any interest or penalties with respect to 
such excise tax (such excise tax, together with any such interest 
and penalties, are hereinafter collectively referred to as the 
"Excise Tax"), then the Executive shall be entitled to receive an 
additional payment (a "Gross-Up Payment") from Group or the 
Company in an amount such that after payment by the Executive of 
all taxes (including any interest or penalties imposed with 
respect to such taxes), including, without limitation, any income 
taxes (and any interest and penalties imposed with respect 
thereto) and Excise Tax, imposed upon the Gross-Up Payment, the 
Executive retains an amount of the Gross-Up Payment equal to the 
Excise Tax imposed upon Payments.
     (b)  Subject to the provisions of Section 9(c), all 
determinations required to be made under this Section 9, 
including whether a Gross-Up Payment is required and the amount 
of such Gross-Up Payment, shall be made by the firm of 
independent public accountants selected by the Company to audit 
its financial statements (the "Accounting Firm") which shall 
provide detailed supporting calculations both to the Company and 
the Executive within 5 business days of the Date of Termination, 
or such earlier time as is requested by the Company.  In the 
event that the Accounting Firm is serving as accountant or 
auditor for the individual, entity or group effecting the Change 
of Control, the Executive shall appoint another nationally 
recognized accounting firm to make the determinations required 
hereunder (which accounting firm shall then be referred to as the 
Accounting Firm hereunder).  All fees and expenses of the 
Accounting Firm shall be borne solely by the Company.  Any Gross-
Up Payment, as determined pursuant to this Section 9, shall be 
paid to the Executive upon the receipt of the Accounting Firm's 
determination.  If the Accounting Firm determines that no Excise 
Tax is payable by the Executive, it shall furnish the Executive 
with a written opinion that failure to report the Excise Tax on 
the Executive's applicable federal income tax return would not 
result in the imposition of a negligence or a similar penalty.  
Any determination by the Accounting Firm shall be binding upon 
the Company and the Executive.  As a result of the uncertainty in 
the application of Section 4999 of the Code at the time of the 
initial determination by the Accounting Firm hereunder, it is 
possible that Gross-up Payments which will not have been made by 
Group or the Company should have been made ("Underpayment"), 
consistent with the calculations required to be made hereunder.  
In the event that the Company exhausts its remedies pursuant to 
Section 9(c) and the Executive thereafter is required to make a 
payment of any Excise Tax, the Accounting Firm shall determine 
the amount of the Underpayment that has occurred and any such 
Underpayment shall be promptly paid by Group or the Company to or 
for the benefit of the Executive.
     (c)  The Executive shall notify the Company in writing of 
any claim by the Internal Revenue Service that, if successful, 
would require the payment by Group or  the Company of the Gross-
Up Payment.  Such notification shall be given as soon as 
practicable but no later than ten business days after the 
Executive knows of such claim and shall apprise the Company of 
the nature of such claim and the date on which such claim is 
requested to be paid.  The Executive shall not pay such claim 
prior to the expiration of the thirty-day period following the 
date on which it gives such notice to the Company (or such 
shorter period ending on the date that any payment of taxes with 
respect to such claim is due).  If the Company notifies the 
Executive in writing prior to the expiration of such period that 
it desires to contest such claim, the Executive shall:
          (i)  give the Company any information reasonably 
     requested by the Company relating to such claim,
 
          (ii)  take such action in connection with contesting 
     such claim as the Company shall reasonably request in 
     writing from time to time, including, without limitation, 
     accepting legal representation with respect to such claim 
     by an attorney reasonably selected by the Company,

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

           (iv)  permit the Company to participate in any 
     proceedings relating to such claim; provided, however, that 
     Group and the Company shall bear and pay directly all costs 
     and expenses (including additional interest and penalties) 
     incurred in connection with such contest and shall 
     indemnify and hold the Executive harmless, on an after-tax 
     basis, for any Excise Tax or income tax, including interest 
     and penalties with respect thereto, imposed as a result of 
     such representation and payment of costs and expenses.  
     Without limitation on the foregoing provisions of this 
     Section 9(c), the Company shall control all proceedings 
     taken in connection with such contest and, at its sole 
     option, may pursue or forgo any and all administrative 
     appeals, proceedings, hearings and conferences with the 
     taxing authority in respect of such claim and may, at its 
     sole option, either direct the Executive to pay the tax 
     claimed and sue for a refund or contest the claim in any 
     permissible manner, and the Executive agrees to prosecute 
     such contest to a determination before any administrative 
     tribunal, in a court of initial jurisdiction and in one or 
     more appellate courts, as the Company shall determine; 
     provided, however, that if the Company directs the 
     Executive to pay such claim and sue for a refund, Group or 
     the Company shall advance the amount of such payment to the 
     Executive, on an interest-free basis and shall indemnify 
     and hold the Executive harmless, on an after-tax basis, 
     from any Excise Tax or income tax, including interest or 
     penalties with respect thereto, imposed with respect to 
     such advance or with respect to any imputed income with 
     respect to such advance; and further provided that any 
     extension of the statute of limitations relating to payment 
     of taxes for the taxable year of the Executive with respect 
     to which such contested amount is claimed to be due is 
     limited solely to such contested amount.  Furthermore, the 
     Company's control of the contest shall be limited to issues 
     with respect to which a Gross-Up Payment would be payable 
     hereunder and the Executive shall be entitled to settle or 
     contest, as the case may be, any other issue raised by the 
     Internal Revenue Service or any other taxing authority.
     (d)  If, after the receipt by the Executive of an amount 
advanced by Group or the Company pursuant to Section 9(c), the 
Executive becomes entitled to receive any refund with respect to 
such claim, the Executive shall (subject to the Company's 
complying with the requirements of Section 9(c)) promptly pay to 
the Company the amount of such refund (together with any 
interest paid or credited thereon after taxes applicable 
thereto).  If, after the receipt by the Executive of an amount 
advanced by Group or  the Company pursuant to Section 9(c), a 
determination is made that the Executive shall not be entitled 
to any refund with respect to such claim, and the Company does 
not notify the Executive in writing of its intent to contest 
such denial of refund prior to the expiration of thirty days 
after such determination, then such advance shall be forgiven 
and shall not be required to be repaid and the amount of such 
advance shall offset, to the extent thereof, the amount of 
Gross-Up Payment required to be paid.
     10.  Confidential Information. The Executive shall hold in 
a fiduciary capacity for the benefit of Group and the Company 
all secret or confidential information, knowledge or data 
relating to Group and the Company or any of their respective 
subsidiaries, and their respective businesses, which shall have 
been obtained by the Executive's employment by Group and the 
Company or any of their subsidiaries and which shall not be or 
become public knowledge (other than by acts by Executive or his 
representatives in violation of this Agreement).  After 
termination of the Executive's employment with Group and the 
Company, the Executive shall not, without the prior written 
consent of the Company, communicate or divulge any such 
information, knowledge or data to anyone other than Group and 
the Company and those designated by either of them. In no event 
shall an asserted violation of the provisions of this Section 10 
constitute a basis for deferring or withholding any amounts 
otherwise payable to the Executive under this Agreement.
     11.  Successors.
     (a)  This Agreement is personal to the Executive and 
without the prior written consent of the Company shall not be 
assignable by the Executive otherwise than by will or the laws 
of descent and distribution.  This Agreement shall inure to the 
benefit of and be enforceable by the Executive's legal 
representatives.
     (b)  This Agreement shall inure to the benefit of and be 
binding upon Group and the Company and their respective 
successors and assigns.
     (c)  Each of Group and the Company will require any 
successor (whether direct or indirect, by purchase, merger, 
consolidation or otherwise) to all or substantially all of its 
business and/or assets to assume expressly and agree to perform 
this Agreement in the same manner and to the same extent that 
Group or the Company would be required to perform it if no such 
succession had taken place.  As used in this Agreement, "Group" 
and "Company" shall mean each as hereinbefore defined and any 
successor to their business and/or assets as aforesaid which 
assumes and agrees to perform this Agreement by operation of 
law, or otherwise.

     12.  Miscellaneous.
     (a)  This Agreement shall be governed by and construed in 
accordance with the laws of the State of Delaware, without 
reference to principles of conflict of laws.  The captions of 
this Agreement are not part of the provisions hereof and shall 
have no force or effect.  This Agreement may not be amended or 
modified otherwise than by a written agreement executed by the 
parties hereto or their respective successors and legal 
representatives.
     (b)  All notices and other communications hereunder shall 
be in writing and shall be given by hand delivery to the other 
party or by registered or certified mail, return receipt 
requested, postage prepaid, addressed as follows:

If to the Executive:        If to the Company: 

Stephen M. Wolf             US Airways, Inc.  
P.O. Box 1400               2345 Crystal Drive 
Middleburg, Virginia 20118  Arlington, Virginia 22227
                            Attention: General Counsel

If to Group:

US Airways Group, Inc.
2345 Crystal Drive
Arlington, Virginia 22227
Attention: General Counsel
or to such other address as either party shall have furnished to 
the other in writing in accordance herewith.  Notice and 
communications shall be effective when actually received by the 
addressees.
     (c)  The invalidity or unenforceability of any provision of 
this Agreement shall not affect the validity or enforceability of 
any other provision of this Agreement.
     (d)  Group and the Company may withhold from any amounts 
payable under this Agreement such Federal, state or local taxes 
as shall be required to be withheld pursuant to any applicable 
law or regulation.
     (e)  The Executive's failure to insist upon strict 
compliance with any provision hereof shall not be deemed to be a 
waiver of such provision or any other provision thereof.
     (f)  Words or terms used in this Agreement which connote the 
masculine gender are deemed to apply equally to female 
executives.
     (g)  This Agreement supersedes the Original Agreement 
between the Company and the Executive and, together with the 
letter agreement dated January 22, 1996 as amended by letter 
agreement dated November 18, 1998 between the Executive and the 
Company with respect to supplemental retirement benefits and the 
letter agreement dated January 22, 1996 between the Executive and 
the Company relating to certain employment matters, contain the 
entire understanding of Group (collectively referred to as the 
"Letter Agreements"), the Company and the Executive with respect 
to the subject matter hereof.
     (h)  Group hereby guarantees the payment and performance by 
the Company of each and every obligation of the Company under 
this Agreement and the Letter Agreements.

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


                             EXECUTIVE


                              /s/ Stephen M. Wolf
                              -------------------
                              Stephen M. Wolf
                              Chairman 


                              US AIRWAYS, INC.


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

                              US AIRWAYS GROUP, INC.


                              /s/ Michelle V. Bryan
                              ---------------------
                              Michelle V. Bryan
                              Secretary


EXHIBIT A


US Airways, Inc.  Employee Savings Plan
US Airways, Inc.  Employee Pension Plan
US Airways, Inc.  Supplemental Executive Defined Contribution
  Plan 
1996 Stock Incentive Plan of US Airways Group, Inc.
Incentive Compensation Plan of US Airways Group, Inc.
Long Term Incentive Plan of US Airways Group, Inc.
Individual Supplemental Retirement Agreements in effect with
  certain officers  of US Airways, Inc.
Restricted Stock Agreements with certain officers


4