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                                                                     Exhibit 4.4

                              AMENDED AND RESTATED
                            2003 STOCK INCENTIVE PLAN
                                       OF
                             US AIRWAYS GROUP, INC.

         1.     PURPOSE. The purpose of this Stock Incentive Plan is to advance
the interests of the Corporation by encouraging the acquisition of a larger
personal proprietary interest in the Corporation by key employees of the
Corporation and of its Subsidiaries upon whose judgment and dedication the
Corporation is largely dependent for the successful conduct of its business. It
is anticipated that the acquisition of such proprietary interest in the
Corporation will stimulate the efforts of such key employees on behalf of the
Corporation and strengthen their desire to remain with the Corporation or its
Subsidiaries and that the opportunity to acquire such a proprietary interest
will enable the Corporation and its Subsidiaries to attract and retain desirable
personnel. This Stock Incentive Plan is intended to replace the Corporation's
other plans pursuant to which equity securities could be awarded to key
employees of the Corporation and of its Subsidiaries, which other plans have
been rejected pursuant to the Corporation's First Amended Joint Plan of
Reorganization dated as of January 17, 2003, as modified, and approved by the
Bankruptcy Court on March 18, 2003 (the "Joint Plan"). It has been amended and
restated by the Committee on June 6, 2003, pursuant to the authority granted to
the Committee under Section 13 of the Stock Incentive Plan.

         2.     DEFINITIONS. When used in this Plan, unless the context
otherwise requires:

                (a)    "Affiliate" shall mean a person or entity that directly,
                       or indirectly through one or more intermediaries,
                       controls, or is controlled by, or is under common control
                       with, the Corporation.

                (b)    "Board" shall mean the Board of Directors of the
                       Corporation.

                (c)    "Cause" shall mean an act or acts of personal dishonesty
                       taken by optionee and intended to result in substantial
                       personal enrichment at the expense of the Corporation or
                       any of its Subsidiaries or the conviction of optionee of
                       a felony.

                (d)    "Change of Control" shall mean the occurrence of any of
                       the following events; provided, however, that neither the
                       emergence of the Corporation from Chapter 11
                       reorganization cases nor any of the transactions
                       contemplated by the Joint Plan shall constitute a Change
                       of Control under this Section 2(d):

                       (i)     The acquisition by an individual, entity or group
                               (within the meaning of Section 13(d)(3) or
                               14(d)(2) of the Exchange Act) of beneficial
                               ownership (within the meaning of Rule 13d-3
                               promulgated under the Exchange Act) of 30% or
                               more of either (A) the then outstanding shares of
                               common stock of the Corporation (the "Outstanding
                               Group Common Stock") or (B) the combined voting
                               power of the then outstanding voting securities
                               of the Corporation entitled to vote generally in
                               the election of directors (the "Outstanding Group
                               Voting Securities"); provided, however, that the
                               following acquisitions shall not constitute a
                               Change of Control: (v) any acquisition directly
                               from the Corporation, (w) any acquisition by the
                               Corporation or any of its subsidiaries, (x) any
                               acquisition by any employee benefit plan (or
                               related trust) sponsored or maintained by the
                               Corporation or any of its subsidiaries, (y) 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

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                               Outstanding Group Voting Securities, as the case
                               may be or (z) any acquisition by an individual,
                               entity or group that, pursuant to Rule 13d-1
                               promulgated under the Exchange Act, is permitted
                               to, and actually does, report its beneficial
                               ownership of Outstanding Group Common Stock and
                               Outstanding Group Voting Securities on Schedule
                               13G (or any successor Schedule); provided
                               further, that if any such individual, entity or
                               group subsequently becomes required to or does
                               report its ownership of Outstanding Group Common
                               Stock and Outstanding Group Voting Securities on
                               Schedule 13D (or any successor Schedule) then,
                               for purposes of this Section 2(d)(i), such
                               individual, entity or group shall be deemed to
                               have first acquired, on the first date on which
                               such individual, entity or group becomes required
                               to or does so file, beneficial ownership of all
                               of the Outstanding Group Common Stock and
                               Outstanding Group Voting Securities beneficially
                               owned by it on such date; or

                       (ii)    Individuals who, as of the date hereof,
                               constitute the Board (the "Incumbent Board")
                               cease for any reason to constitute at least a
                               majority of the Board; provided, however, that
                               any individual becoming a director subsequent to
                               the date hereof whose election, or nomination for
                               election by the Corporation'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

                       (iii)   There is consummated 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 (or any
                               parent thereof) 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

                       (iv)    Approval by the shareholders of the Corporation
                               of a complete liquidation or dissolution of the
                               Corporation or the consummation of the sale or
                               other disposition of all or substantially all of
                               the assets of the Corporation, 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.

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                (e)    "Class A Common Stock" shall mean the class A common
                       stock, par value $1.00 per share, of the Corporation.

                (f)    "Code" shall mean the Internal Revenue Code of 1986, as
                       amended.

                (g)    "Committee" shall mean the Human Resources Committee of
                       the Board or such other committee as may be designated by
                       the Board.

                (h)    "Corporation" shall mean US Airways Group, Inc.

                (i)    "Exchange Act" shall mean the Securities Exchange Act of
                       1934, as amended, and the rules and regulations
                       promulgated thereunder.

                (j)    "Fair Market Value" as of a particular date shall mean
                       (1) the average of the high and low sales prices per
                       Share on the national securities exchange on which such
                       stock is principally traded on such date, or (2) if the
                       Shares are not listed or admitted to trading on any such
                       exchange, the closing price as reported by the Nasdaq
                       Stock Market for the last preceding date on which there
                       was a sale of Shares, or (3) if the Shares are not then
                       listed on a national securities exchange or traded in an
                       over-the-counter market or the value of such shares is
                       not otherwise determinable, such value as determined by
                       the Committee in good faith upon the advice of a
                       qualified valuation expert.

                (k)    "Options" shall mean the stock options issued pursuant to
                       Section 5 of the Plan.

                (l)    "Plan" shall mean this Amended and Restated 2003 Stock
                       Incentive Plan of US Airways Group, Inc., as such Plan
                       may be amended from time to time.

                (m)    "Preferred Stock" shall mean the Class A Preferred Stock,
                       nominal value $.0001 per share, of the Corporation.

                (n)    "Restricted Period" shall mean the period selected by the
                       Committee pursuant to Section 6 hereof.

                (o)    "Restricted Stock" shall mean Class A Common Stock which
                       has been awarded to a grantee subject to the restrictions
                       referred to in Section 6 hereof so long as such
                       restrictions are in effect.

                (p)    "Share" shall mean a share of Class A Common Stock.

                (q)    "Subsidiary" shall mean any corporation more than 50% of
                       whose stock having general voting power is owned by the
                       Corporation or by a Subsidiary of the Corporation.

                (r)    "Unit" shall mean a Warrant and a share of Preferred
                       Stock granted pursuant to Section 5 of the Plan. The term
                       "Unit" is used as a term of convenience to facilitate
                       administration of the Plan and to describe the fact that
                       the Warrants and Preferred Stock must be granted
                       together; the Company will not issue Units and the Units
                       are not a separate security.

                (s)    "Warrant" shall mean a Class A-1 Warrant of the
                       Corporation exercisable for the purchase of one Share.

         3.     ADMINISTRATION. The Plan shall be administered by the Committee
which, unless otherwise determined by the Board, shall consist of not less than
two directors of the Corporation, each of whom shall qualify as a "Non-Employee
Director" (within the meaning of Rule 16b-3 promulgated under Section 16(b) of
the Exchange Act) and as an "outside director" (within the meaning of Section
162(m)(4)(c) of the Code). Except to the extent of adjustments authorized by
Section 11 hereof, no more than (a) 3,750,000 Shares of Class A Common Stock,
and (b)

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such additional shares of stock of the Corporation as provided for in the Joint
Plan (including, but not limited to, 2,220,570 shares of Class A Common Stock
which may be issued upon the exercise of 2,220,570 of the Corporation's Class
A-1 Warrants, which Class A-1 Warrants may be issued hereunder together with
2,220,570 shares of the Corporation's Class A Preferred Stock), which may be
either treasury Shares (or shares of Preferred Stock) or authorized but unissued
Shares (or shares of Preferred Stock), may be issued pursuant to Unit, Option
and Restricted Stock awards granted under this Plan. Any Shares (or shares of
Preferred Stock) subject to Unit, Option or Restricted Stock awards may
thereafter be subject to new grants under this Plan if there is a lapse,
expiration or termination of any such Unit, Option or Restricted Stock awards
prior to issuance of the Shares (or shares of Preferred Stock) or if Shares (or
shares of Preferred Stock) are issued hereunder and thereafter reacquired by the
Corporation pursuant to rights reserved by the Corporation in connection with
the issuance thereof.

         The Committee may authorize and establish such rules, regulations and
revisions thereof not inconsistent with the provisions of the Plan, as it may
determine advisable to make the Plan, the Units, Options, and Restricted Stock
effective or provide for their administration, and may take such other action
with regard to the Plan, the Units, Options, and Restricted Stock as it shall
deem desirable to effectuate their purpose. The Committee may require that any
Options or Warrants granted be exercisable in installments and that the
restrictions or other limitations on any Restricted Stock or Preferred Stock or
Warrants granted lapse in installments. A determination of the Committee as to
any questions which may arise with respect to the interpretation of the
provisions of the Plan, Options and Restricted Stock and grants of Units shall
be final.

         4.     PARTICIPANTS. Units, Options and Restricted Stock may be granted
under the Plan to any key employee of, or consultant to, the Corporation or any
Subsidiary or to any individual in contemplation of becoming a key employee of,
or consultant to, the Corporation or any Subsidiary. The individuals to whom
Units, Options and Restricted Stock are to be offered under the Plan and the
number of Shares to be optioned and the number of shares of Restricted Stock and
Preferred Stock and the number of Warrants to be issued to each such individual
shall be determined by the Committee in its sole discretion, subject, however,
to the terms and conditions of the Plan. Notwithstanding the foregoing, unless
otherwise provided by the Committee and upon adoption of appropriate resolutions
of the Board of Directors of the Corporation, the Chief Executive Officer of the
Corporation shall have the authority to grant Units, Options and Restricted
Stock to individuals otherwise eligible therefor other than any individual who
is an officer of the Corporation or any Subsidiary, but the terms of such
Options and grants of Restricted Stock, Warrants and Preferred Stock (although
not the number of shares or the recipients) shall have been established by the
Committee.

         5.     OPTIONS. The number of Shares to be optioned to any eligible
person shall be determined by the Committee in its sole discretion (or, with
respect to any individual who is not an officer of the Corporation or any
Subsidiary and subject to the limitations on the Chief Executive Officer's
authority in this regard set forth in Section 4 of this Plan, the Chief
Executive Officer of the Corporation). The Committee shall be entitled to issue
Options at different times to the same person. Options shall be subject to such
terms and conditions and evidenced by agreements in such form as shall be
determined from time to time by the Committee, provided that the terms and
conditions of each such agreement are not inconsistent with this Plan.

         The purchase price per Share for the Shares to be purchased pursuant to
the exercise of any Option shall be fixed by the Committee within the provisions
of the Plan and applicable law. No Option granted under the Plan shall be
exercisable after ten years and one month from the date it was granted or such
earlier date as shall be established by the Committee in granting the Option.

         Except as otherwise provided herein, an Option shall be exercisable by
the holder at such rate and times as may be fixed by the Committee; provided,
however, upon a Change of Control, all Options shall become immediately
exercisable. The Committee may provide that the Option shall not be exercisable,
in whole or in part, except upon the fulfillment of specific defined conditions.
No Option may at any time be exercised in part with respect to fewer than 100
Shares unless fewer than 100 Shares remain in the Option grant being exercised.

         Options shall be exercised by written notice to the Secretary of the
Corporation (or the Secretary's designated agent) in such form as is from time
to time prescribed by the Committee and by the payment in full of the aggregate
exercise price of the Options being exercised. Payment of the purchase price
upon exercise of any Option shall be made (A) in cash or (B) in whole or in
part, (i) in Shares valued at Fair Market Value on the date of exercise

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or (ii) with respect to the exercise of Options which are not incentive stock
options, as defined in Section 422 of the Code, by electing to have the
Corporation withhold a number of shares of Class A Common Stock otherwise
receivable upon exercise, the value of such withheld shares determined by the
Fair Market Value on the date of exercise.

         6.     (a) RESTRICTED STOCK. Subject to the terms of the Plan, the
Committee (or, with respect to any individual who is not an officer of the
Corporation or any Subsidiary and subject to the limitations on the Chief
Executive Officer's authority in this regard set forth in Section 4 of this
Plan, the Chief Executive Officer of the Corporation) shall determine and
designate the recipients of Restricted Stock awards, the dates on which such
awards are to be granted, the number of Shares subject to such awards, and the
restrictions applicable to such awards. Restricted Stock awards shall be subject
to such terms and conditions and evidenced by agreements in such form as shall
be determined from time to time by the Committee, provided that the terms and
conditions of each such agreement are not inconsistent with this Plan.

                (b) WARRANTS AND PREFERRED STOCK. Subject to the terms of the
Plan, the Committee (or, with respect to any individual who is not an officer of
the Corporation or any Subsidiary and subject to the limitations on the Chief
Executive Officer's authority in this regard set forth in Section 4 of this
Plan, the Chief Executive Officer of the Corporation) shall determine and
designate the recipients of awards of Warrants and Preferred Stock, the dates on
which such awards are to be granted, the number of Warrants (and Shares upon
exercise thereof) and shares of Preferred Stock subject to such awards, and the
restrictions and other limitations applicable to such awards. Awards of Warrants
and Preferred Stock shall be subject to such terms and conditions and evidenced
by agreements in such form as shall be determined from time to time by the
Committee, provided that the terms and conditions of each such agreement are not
inconsistent with this Plan. Warrants and Preferred Stock shall only be awarded
in Units.

         7.     NONTRANSFERABILITY OF OPTIONS, RESTRICTED STOCK, WARRANTS AND
PREFERRED STOCK. Restricted Stock, Warrants and Preferred Stock as to which all
restrictions or other limitations have not lapsed and Options shall not be
transferable by the holder thereof otherwise than by will or the laws of descent
and distribution to the extent provided herein. Options may be exercised during
the holder's lifetime only by the holder thereof.

         8.     TAX WITHHOLDING. If as a result of: (a) the exercise of any
Options or Warrants or the disposition of any Shares acquired pursuant to such
exercise, or (b) the lapse of any restrictions or other limitations on the
disposition of Restricted Stock, Warrants and Preferred Stock, the Corporation
or any Subsidiary shall be required to withhold any amounts by reason of any
Federal, state or local tax rules or regulations, the Corporation or Subsidiary
shall be entitled to deduct and withhold such amounts from any cash payments to
be made to the holder. In any event, the holder shall make available to the
Corporation or Subsidiary, promptly when required, sufficient funds to meet the
requirement for such withholding; and the Committee shall be entitled to take
and authorize such steps as it may deem advisable in order to have such funds
available to the Corporation or Subsidiary when required. Notwithstanding the
foregoing, the holder shall have the right to satisfy such withholding, in whole
or in part, in Shares (including by having the Corporation withhold Shares
otherwise issuable in respect of such Options or Warrants or by tendering
Restricted Stock) valued at Fair Market Value on the date of exercise,
disposition or lapse of restrictions, as applicable.

         9.     TAX LIABILITY. Subject to the Committee's discretion, agreements
between the Corporation and grantees in connection with awards of Units, Options
or Restricted Stock may provide for the payment by the Corporation of a
supplemental cash payment to grantees promptly after the exercise of an Option,
or promptly after the date on which the shares of Restricted Stock awarded or
the Warrants (or Shares receivable on their exercise) and the Preferred Stock
are included in the gross income of the grantee under the Code. Such
supplemental cash payments, to the extent determined by the Committee, shall
provide for the payment of such amounts as may be necessary to result in the
grantee not having any incremental tax liability as a result of such exercise or
inclusion in grantee's gross income. The determination of the amount of any
supplemental cash payments by the Committee shall be conclusive.

         10.     TERMINATION OF EMPLOYMENT OR SERVICE. Except as otherwise
provided by the Committee, and notwithstanding any provision of the Plan to the
contrary, (i) upon the termination of employment

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or other service of an Optionee with the Corporation and all Subsidiaries other
than for Cause, the optionee (or the optionee's estate in the event of the
optionee's death) shall have the privilege of exercising any unexercised Options
which the optionee could have exercised at the time of such termination of
employment at any time until the end of one year following such termination of
employment and (ii) upon the termination of employment or other service of an
optionee with the Corporation and all Subsidiaries for Cause, all unexercised
Options of such optionee shall terminate ten days after such termination of
employment.

         The Committee may permit individual exceptions to the requirements of
this section by extending the period in which Options may be exercised,
provided, however, that no Options may be extended past their expiration dates.

         11.    ADJUSTMENT OF SHARES SUBJECT TO OPTIONS OR WARRANTS. If prior
to the complete exercise of any Option or Warrant there shall be declared and
paid a stock dividend upon the Shares of the Corporation or if the Shares shall
be split-up, converted, reclassified, or changed into, or exchanged for, a
different number or kind of securities of the Corporation or other property, the
Option or Warrant, to the extent that it has not been exercised, shall entitle
the holder upon the future exercise of such Option or Warrant to such number and
kind of securities or other property subject to the terms of the Option or
Warrant to which he would be entitled had he actually owned the Shares subject
to the unexercised portion of the Option or Warrant at the time of the
occurrence of such stock dividend, split-up, conversion, exchange,
reclassification or exchange; and the aggregate purchase price upon the future
exercise of the Option or Warrant shall be the same as if originally optioned
Shares were being purchased thereunder. If any such event should occur, the
number of Shares with respect to which Options or Warrants remain to be issued,
or with respect to which Options or Warrants may be reissued, shall be similarly
adjusted.

         In the event the outstanding Shares shall be changed into or exchanged
for any other class or series of capital stock or cash, securities or other
property pursuant to a recapitalization, reclassification, merger,
consolidation, combination or similar transaction, then each Option or Warrant
shall thereafter become exercisable for the number and/or kind of capital stock,
and/or the amount of cash, securities or other property so distributed, into
which the Shares subject to the Option or Warrant would have been changed or
exchanged had the Option or Warrant been exercised in full prior to such
transaction, provided that, if the kind or amount of capital stock or cash,
securities or other property received in such transaction is not the same for
each outstanding Share, then the kind or amount of capital stock or cash,
securities or other property for which the Option or Warrant shall thereafter
become exercisable shall be the kind and amount so receivable per Share by a
plurality of the Shares, and provided further that, if necessary, the provisions
of the Option or Warrant shall be appropriately adjusted so as to be applicable,
as nearly as may reasonably be, to any shares of capital stock, cash, securities
or other property thereafter issuable or deliverable upon exercise of the Option
or Warrant.

         12.    ISSUANCE OF SHARES AND COMPLIANCE WITH SECURITIES ACT. The
Corporation may postpone the issuance and delivery of shares of Preferred Stock
and of Shares upon any exercise of an Option or Warrant, or upon any lapsing of
restrictions on Restricted Stock until (a) the admission of such Shares to
listing on any stock exchange on which Shares are then listed and (b) the
completion of such registration or other qualification of such Shares and the
Preferred Stock and the Warrant under any state or Federal law, rule or
regulation as the Corporation shall determine to be necessary or advisable. Any
person exercising an Option or Warrant and any grantee of Restricted Stock or
Warrants and Preferred Stock shall make such representations and furnish such
information as may, in the opinion of counsel for the Corporation, be
appropriate to permit the Corporation, in light of the then existence or
nonexistence with respect to such Shares and Preferred Stock and Warrants of an
effective registration statement under the Securities Act of 1933, as from time
to time amended, to issue the Shares and the Warrants and Preferred Stock in
compliance with the provisions of that or any comparable Act.

         13.    AMENDMENT OF THE PLAN. The Committee may at any time discontinue
the Plan or the grant of any additional Options or Restricted Stock or Warrants
and Preferred Stock under the Plan. Except as hereinafter provided, the
Committee may from time to time amend the Plan and the terms and conditions of
any Options or grants of Restricted Stock or Warrants and Preferred Stock not
theretofore issued, and the Committee, with the consent of the affected holder
of an Option or Restricted Stock or Warrant and Preferred Stock, may at any

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time withdraw or from time to time amend the Plan and the terms and conditions
of such Option or grant of Restricted Stock or Warrants and Preferred Stock as
have been theretofore granted.

         14.    EFFECTIVENESS AND TERM OF THE PLAN. The Plan shall become
effective and in full force upon the consummation of the Joint Plan. Unless
sooner terminated by the Committee pursuant to Section 13 hereof, the Plan shall
terminate on the date ten years after such approval. No Option or Restricted
Stock or Warrant and Preferred Stock may be granted or awarded after termination
of the Plan. Termination of the Plan shall not affect the validity of any Option
or Restricted Stock or Warrant and Preferred Stock outstanding on the date of
such termination.

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