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                                                                     Exhibit 4.3

                            FORM OF CLASS A-1 WARRANT

                             US AIRWAYS GROUP, INC.
                    WARRANT TO PURCHASE CLASS A COMMON STOCK

NO. [.]                                                              [.], [2003]

                            VOID AFTER APRIL 1, 2010

     THIS CERTIFIES THAT, for value received, [.], with [its principal office]
[his/her primary residence] at [Street],[City],[State], [Zip Code], and/or its
permitted transferees and assigns (individually or collectively, the "Holder"),
is entitled to purchase at the Exercise Price (defined below) from US Airways
Group, Inc., a Delaware corporation, with its principal office at 2345 Crystal
Drive, Arlington, Virginia 22227 (the "Company"), [.] fully paid and
nonassessable shares of Class A Common Stock, as provided herein, subject to
adjustment pursuant to the terms hereof, including but not limited to,
adjustment pursuant to Section 5 hereof, and is entitled to exercise the other
appurtenant rights, powers and privileges hereinafter described.

     1.   DEFINITIONS. As used herein, the following terms shall have the
following respective meanings:

     "Additional Shares of Common Stock" has the meaning set forth in Section
5.4(c) hereof.

     "Affiliate" shall mean, as to any specified Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control," when used with respect to any Person, means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise and the terms
"affiliated," "controlling" and "controlled" have meanings correlative to the
foregoing.

     "Applicable Price" shall mean:

     (i)  for purposes of any issuance of Additional Shares of Common Stock
under Section 5.4, the greater of (A) the Fair Market Value of a share of the
class of Common Stock being issued (or, if being issued in an underwritten
offering, the Market Price on the day that such offering is being priced), and
(B) the then effective Exercise Price; and

     (ii) for purposes of any issuance under Section 5.1(b), the greater of (A)
the Market Price on the date of such issuance, and (B) the then effective
Exercise Price.

     "Bankruptcy Court" shall mean the United States Bankruptcy Court for the
Eastern District of Virginia, Alexandria Division.

     "Board" shall mean the Board of Directors of the Company.

     "Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in New York, New York are
authorized or obligated by law or executive order to close.

     "Class A Common Stock" shall mean the Class A common stock, par value
$1.00, of the Company.

     "Class A Preferred Stock" shall mean the Class A preferred stock, nominal
value $0.0001 per share, of the Company.

     "Class B Preferred Stock" shall mean the Class B preferred stock, nominal
value $1,000, of the Company.

     "Common Stock" shall mean the Class A Common Stock and Class B common
stock, par value $1.00 per share (the "Class B Common Stock"), and all other
stock of any class or classes (however designated) of the Company from time to
time outstanding, the holders of which have the right, without limitation as to
amount, either

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to all or to a share of the balance of current dividends or liquidating
distributions after the payment of dividends and distributions on any shares
entitled to preference.

     "Company" has the meaning set forth in the preamble hereto.

     "Conversion Right" has the meaning set forth in Section 2.2 hereof.

     "Convertible Securities" has the meaning set forth in Section 5.4(b)
hereof.

     "Effective Price" has the meaning set forth in Section 5.4(c) hereof.

     "Exchange Act" has the meaning set forth in Section 3.1(c) hereof.

     "Excluded Issuance" shall mean:

          (a)  (i) shares of Class A Common Stock issued upon exercise of this
Warrant, (ii) shares of Common Stock, Class A Preferred Stock, Class B Preferred
Stock, Class C Preferred Stock, nominal value $1.00 per share, of the Company,
and Class A-1 warrants issued pursuant to the Plan of Reorganization as set
forth on Schedule A hereto and (iii) shares of Class A Common Stock issued upon
the exercise of such Class A-1 warrants or upon the conversion of such Class B
Common Stock; and

          (b)  shares of Common Stock and/or options, warrants, stock
appreciation rights, phantom stock rights or any other profit participation
rights or other Common Stock purchase rights issued with respect to any of the
Company's capital stock or other equity ownership interest, or any rights or
options to acquire any such rights and the Common Stock issued pursuant to such
options, warrants or other rights ("Stock Rights") after the date hereof to
employees, officers or directors of, or consultants or advisors to the Company
or any subsidiary pursuant to stock purchase or stock option plans or other
arrangements that are approved by the Board (the "Plans"); provided that such
Stock Rights shall not be Excluded Issuances in any case where the grantee
acquires the shares, or the right to acquire shares pursuant to such options,
warrants or other rights to purchase Common Stock, at a price per share less
than the Market Price on the date of grant.

     "Exercise Period" shall mean the time period commencing with the date
hereof and ending at 5:00 p.m. New York time on April 1, 2010.

     "Exercise Price" shall mean seven dollars and forty-two cents ($7.42) per
share of Class A Common Stock, subject to adjustment pursuant to Section 5
below.

     "Exercise Shares" shall mean the shares of the Class A Common Stock
issuable upon exercise of this Warrant, subject to adjustment pursuant to the
terms herein, including, but not limited to, adjustment pursuant to Section 5
below, and shall also mean any other shares, securities, assets or property
otherwise issuable upon exercise of this Warrant.

     "Fair Market Value" shall mean,

     (i)  with respect to a share of Common Stock, or any other security of the
Company or any other issuer:

          (a)  the average daily Market Price during the period of the most
recent twenty (20) Trading Days, ending on the last Trading Day before the date
of determination of Fair Market Value, if such class of Common Stock or other
security is (i) traded on a national securities exchange or admitted to unlisted
trading privileges on such an exchange, or (ii) is quoted on the National Market
System of the Nasdaq Stock Market (the "National Market System") or the Nasdaq
Small Cap Market (the "Small Cap Market"); or

          (b)  if such class of Common Stock or other security is not then so
listed, admitted to trading or quoted, the Fair Market Value shall be determined
in accordance with the Valuation Procedure; or

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     (ii) with respect to any assets or property other than cash or Common Stock
or other securities, the fair market value as determined in accordance with the
Valuation Procedure.

     "First Dilutive Issuance" has the meaning set forth in Section 5.4(d)
hereof.

     "Holder" has the meaning set forth in the preamble hereto.

     "Market Price" shall be, as of any specified date with respect to any share
of any class of Common Stock or any other security of the Company or any other
issuer, if such class of Common Stock or other security is traded on a national
securities exchange or admitted to unlisted trading privileges on such an
exchange, or is quoted on the National Market System or the Small Cap Market,
the weighted average sale price of such class of Common Stock or other security
on such exchange or on the National Market System or the Small Cap Market on
such date or if no such sale is made on such day, the mean of the closing bid
and ask prices for such day on such exchange or on the National Market System or
the Small Cap Market; provided that if such class of Common Stock or other
security is not so listed or admitted to unlisted trading privileges or quoted,
the Market Price as of a specified date shall be the mean of the last bid and
ask prices reported on such date (x) by the Nasdaq or (y) if reports are
unavailable under clause (x) above by the National Quotation Bureau
Incorporated.

     "National Market System" has the meaning set forth in the definition of
Fair Market Value.

     "Participating Securities" shall mean (i) any equity security (other than
Common Stock) that entitles the holders thereof to participate in liquidations
or other distributions with the holders of Common Stock or otherwise participate
in the capital of the Company other than through a fixed or floating rate of
return on capital loaned or invested, and (ii) any Stock Rights; provided that
any Stock Rights issued pursuant to any of the Plans shall not be deemed a
Participating Security if their grant or issuance would constitute an Excluded
Issuance.

     "Person" shall mean any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust, estate,
unincorporated organization or government or any agency or political subdivision
thereof, or any entity whatsoever.

     "Plan of Reorganization" shall mean the plan or plans of reorganization
filed by the Company and certain of its subsidiaries on January 17, 2003 in
connection with the voluntary petitions for protection under Chapter 11 of the
United States Bankruptcy Code and confirmed by the Bankruptcy Court, as such
plan or plans may be amended, supplemented or otherwise modified through the
date hereof.

     "Plans" has the meaning set forth in the definition of Excluded Issuance.

     "Qualifying Dilutive Issuance" has the meaning set forth in Section 5.4(a)
hereof.

     "Record Date" shall mean, with respect to any dividend, other distribution
or issuance, the record date for the determination of stockholders entitled to
receive such dividend, distribution or issuance, or if no such record date
exists, the date of such dividend, distribution or issuance.

     "Rule 144" has the meaning set forth in Section 4.2(a)(iii) hereof.

     "Small Cap Market" has the meaning set forth in the definition of Fair
Market Value.

     "Stock Rights" has the meaning set forth in the definition of Excluded
Issuance.

     "Subsequent Dilutive Issuance" has the meaning set forth in Section 5.4(d)
hereof.

     "Trading Day" shall mean, with respect to any class of Common Stock or any
other security of the Company or any other issuer, a day (i) on which the
securities exchange or other trading platform applicable for purposes of
determining the Market Price of a share or unit of such class of Common Stock or
other security shall be

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open for business or (ii) for which quotations from such securities exchange or
other trading platform of the character specified for purposes of determining
such Market Price shall be reported.

     "Valuation Procedure" shall mean a determination made in good faith by the
Board that is set forth in resolutions of the Board that are certified by the
Secretary of the Company, which certified resolutions (i) set forth the basis of
the Board's determination, which, in the case of a valuation in excess of $25
million, shall include the Board's reliance on the valuation of a nationally
recognized investment banking or appraisal firm, and (ii) are delivered to the
Holder within ten (10) Business Days following such determination. A Valuation
Procedure with respect to the value of any capital stock shall be based on the
price that would be paid for all of the capital stock of the issuer in an
arm's-length transaction between a willing buyer and a willing seller (neither
acting under compulsion) without any discount or provision for a minority
interest, lack of liquidity or similar discount.

     "Warrant" shall mean this Class A-1 warrant to purchase Class A Common
Stock.

     2.   EXERCISE OF WARRANT.

          2.1  EXERCISE. Subject to Section 2.3 hereof, this Warrant may be
exercised by the Holder in whole or in part at any time during the Exercise
Period, by delivery of the following to the Company at its address set forth
above (or at such other address as it may designate by notice in writing to the
Holder):

          (a)  an executed Notice of Exercise in the form attached hereto as
Annex A;

          (b)  the Exercise Price (i) in cash or by check, or (ii) pursuant to
Section 2.2 hereof, or (iii) any combination of (i) or (ii) above;

          (c)  this Warrant; and

          (d)  the requisite number of shares of Class A Preferred Stock, as set
forth in Section 2.3 hereof.

     Upon the exercise of this Warrant, a certificate or certificates for the
Exercise Shares so purchased, registered in the name of the Holder or such other
Person as may be designated by the Holder (to the extent such transfer is not
restricted and upon payment of any transfer taxes that are required to be paid
by the Holder in connection with any such transfer), shall be issued and
delivered to the Holder or such other Person as promptly as practicable (and in
any event within five (5) Business Days) after receipt of the Notice of
Exercise. If this Warrant shall not have been exercised in full, a new Warrant
exercisable for the number of Exercise Shares remaining shall be executed by the
Company and delivered at the same time as the certificate (or certificates) for
the Exercise Shares that are being issued.

     The Person in whose name any certificate or certificates for the Exercise
Shares are to be issued upon exercise of this Warrant shall be deemed to have
become the holder of record of such shares on the date on which this Warrant was
surrendered and payment of the Exercise Price was made, irrespective of the date
of delivery of such certificate or certificates, except that, if the date of
such surrender and payment is a date when the stock transfer books of the
Company are closed, such Person shall be deemed to have become the holder of
such shares at the close of business on the next succeeding date on which the
stock transfer books are open (whether before or after the end of the Exercise
Period).

          2.2  NET EXERCISE.

          (a)  Notwithstanding any provision herein to the contrary, if the Fair
Market Value of one Exercise Share is greater than the Exercise Price (at the
date of calculation as set forth below), in lieu of exercising this Warrant by
payment of cash or check, the Holder may elect (the "Conversion Right") to
receive Exercise Shares equal to the value (as determined below) of this Warrant
(or the portion thereof being exercised) by surrender of this Warrant at the
principal office of the Company together with the properly endorsed Notice of
Exercise in which event the Company shall issue to the Holder a number of
Exercise Shares computed using the following formula:

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               X = Y (A-B)
                   -------
                       A

Where X = the number of Exercise Shares to be issued.

     Y = the number of Exercise Shares purchasable under this Warrant or, if
only a portion of this Warrant is being exercised, the portion of this Warrant
being exercised (at the date of such calculation).

     A = the Fair Market Value of one Exercise Share (at the date of such
calculation).

     B = the Exercise Price (as adjusted pursuant to Section 5 hereof to the
date of such calculation).

     The Company shall pay all reasonable administrative costs incurred by the
Holder in connection with the exercise of the Conversion Right by the Holder
pursuant to this Section 2.2.

          (b)  Unless indicated otherwise in writing by the Holder, this Warrant
shall automatically be exercised on March 31, 2010 by the Holder hereof pursuant
to Section 2.2(a) hereof if the Fair Market Value of one Exercise Share is
greater than the Exercise Price per share on such date. The Company shall take
all actions and execute and deliver all documents necessary to effect the
foregoing, and the Holder shall be entitled to receive Exercise Shares as if
such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for the
full number of Exercise Shares purchasable under this Warrant on such date.

          2.3  CLASS A PREFERRED STOCK. Notwithstanding anything to the contrary
contained herein, this Warrant may not be exercised or transferred without also
tendering to the Company, with executed stock powers in blank, or transferring,
as the case may be, the corresponding amount of Class A Preferred Stock (after
taking into account any adjustments pursuant to Section 5.2 hereof). Any
exercise or transfer of this Warrant shall be deemed to include the
corresponding tender or transfer of the applicable amount of Class A Preferred
Stock.

     3.   COVENANTS AND REPRESENTATIONS OF THE COMPANY; SECURITIES MATTERS.

          3.1  COVENANTS AS TO EXERCISE SHARES.

          (a)  The Company covenants and agrees that all Exercise Shares that
may be issued upon the exercise of this Warrant will, upon issuance, be duly
authorized, validly issued and outstanding, fully paid and nonassessable, free
of preemptive rights and free from all taxes, liens, charges and security
interests with respect to the issuance thereof. If the Class A Common Stock or
the class of securities of any other Exercise Shares is then listed or quoted on
a national securities exchange, the National Market System or the Small Cap
Market, all such Exercise Shares upon issuance shall also be so listed or
quoted. The Company further covenants and agrees that the Company will, at all
times during the Exercise Period, have authorized and reserved solely for
purposes of the exercise of this Warrant, free from preemptive rights, a
sufficient number of shares of its Class A Common Stock or the class of
securities of any other Exercise Shares to provide for the exercise in full of
this Warrant (without taking into account any possible exercise pursuant to
Section 2.2 hereof). If at any time during the Exercise Period, the number of
authorized but unissued shares of Class A Common Stock or the class of
securities of any other Exercise Shares shall not be sufficient to permit
exercise in full of this Warrant (without taking into account any possible
exercise pursuant to Section 2.2 hereof), the Company will promptly take such
corporate action as shall be necessary to increase its authorized but unissued
shares of Class A Common Stock or the class of securities of any other Exercise
Shares to such number of shares as shall be sufficient for such purposes. The
Company covenants and agrees that if any shares of capital stock to be reserved
for the purpose of the issuance of such shares upon the exercise of this Warrant
require registration with or approval of any governmental authority under any
Federal or state law before such shares may be validly issued or delivered upon
exercise, then the Company will in good faith and as expeditiously as possible
endeavor to secure such registration or approval, as the case may be.

          (b)  In the event that at any time, including as a result of any
provision of Section 5, the Exercise Shares shall include any shares or other
securities other than shares of Class A Common Stock, or any

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other property or assets, the terms of this Warrant shall be modified or
supplemented (in the absence of express written documentation thereof, shall be
deemed to be so modified or supplemented), and the Company shall take all
actions as may be necessary to preserve, in a manner and on terms as nearly
equivalent as practicable to the provisions of this Warrant as they apply to the
Class A Common Stock, the rights of the Holder hereunder (including, without
limitation, the provisions of Section 5 hereof), including any equitable
replacements of the term "Class A Common Stock" with the term "Exercise Shares"
and adjustments of any formula included herein.

          (c)  The Company's filings under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), will comply, during the Exercise Period, in all
material respects as to form with the Exchange Act and the rules and regulations
thereunder. If required pursuant to Regulation D under the Securities Act of
1933, as amended (the "Securities Act") or any successor regulation thereto, the
Company shall timely file a Form D in respect of the issuance of this Warrant
and the issuance of the Exercise Shares.

          (d)  Until the later of (i) the date as of which a Holder may sell all
of the Exercise Shares without restriction pursuant to Rule 144(k) under the
Securities Act, or any successor rule, and (ii) the last date on which any of
the Warrants remain outstanding, the Company shall timely file all reports
required to be filed with the Securities and Exchange Commission (the "SEC")
pursuant to the Exchange Act, and the Company shall not terminate its status as
an issuer required to file reports under the Exchange Act other than as a result
of a merger or consolidation of the Company where the Company is not the
surviving entity.

          3.2  NO IMPAIRMENT. Except and to the extent as waived or consented to
in writing by the Holder, the Company will not, by amendment of its Amended and
Restated Certificate of Incorporation or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed hereunder by the Company, but will
at all times in good faith assist in the carrying out of all the provisions of
this Warrant and in the taking of all such action as may be necessary or
appropriate in order to protect the exercise rights of the Holder against
impairment consistent with the intent and principles expressed in Section 5.9
below.

          3.3  NOTICES OF RECORD DATE. In the event (i) the Company takes a
record of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend or other
distribution, (ii) the Company authorizes the granting to the holders of Common
Stock (or holders of the class of securities of any other Exercise Shares) of
rights to subscribe to or purchase any shares of capital stock of any class or
securities convertible into any shares of capital stock or of any other right,
(iii) the Company authorizes any reclassification of, or any recapitalization
involving, any class of Common Stock or any consolidation or merger to which the
Company is a party and for which approval of the stockholders of the Company is
required, or of the sale or transfer of all or substantially all of the assets
of the Company, (iv) the Company authorizes or consents to or otherwise
commences the voluntary or involuntary dissolution, liquidation or winding up of
the Company, or (v) the Company authorizes or takes any other action that would
trigger an adjustment in the Exercise Price or the number or amount of shares of
Class A Common Stock or other Exercise Shares subject to this Warrant (other
than a stock split or combination), the Company shall mail to the Holder, at
least twenty (20) days prior to the earlier of the record date for any such
action or stockholder vote and the date of such action, a notice specifying (a)
which action is to be taken and the date on which any such record is to be taken
for the purpose of any such action, (b) the date that any such action is to take
place, and (c) the amount and character of any stock, other securities or
property and amounts, or rights or options with respect thereto, proposed to be
issued, granted or delivered to each holder of Common Stock (or holders of the
class of securities of any other Exercise Shares).

     4.   REPRESENTATIONS AND AGREEMENTS OF HOLDER.

          4.1  REPRESENTATIONS OF HOLDER. The Holder hereby represents and
warrants to the Company, as of the date hereof, that:

          (a)  ACQUISITION PURSUANT TO EXEMPTION; ACQUISITION OF WARRANT FOR
PERSONAL ACCOUNT. The Holder represents and warrants that it is acquiring this
Warrant and, to the extent this Warrant is exercised, the Exercise Shares solely
for its account for investment purposes only and not with a

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view to or for sale or distribution of said Warrant or Exercise Shares or any
part thereof, other than potential transfers between Affiliates or transfers
pursuant to an effective registration statement under, or an exemption from the
registration requirements of, the Securities Act.

          (b)  SECURITIES MAY NOT BE REGISTERED.

               (i)   The Holder understands that this Warrant and the Exercise
Shares may not have been registered under the Securities Act, on the basis that
no distribution or public offering is being effected. The Holder realizes that
the basis for the exemption set forth above may not be present if,
notwithstanding its representations, the Holder has a present intention of
acquiring the securities for a fixed or determinable period in the future,
selling (in connection with a distribution or otherwise), granting any
participation in, or otherwise distributing the securities. The Holder has no
such present intention, except that, subject to Section 4.2, the Holder may, in
the future, transfer between Affiliates or transfer pursuant to an effective
registration statement under, or an exemption from the registration requirements
of the Securities Act.

               (ii)  The Holder has had full access to all information it
considers necessary or appropriate to make an informed investment decision with
respect to this Warrant and has been given the opportunity to ask questions of
the Company and its representatives concerning this transaction and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Company and can bear the
economic risk of its investment in this Warrant.

          4.2  DISPOSITION OF WARRANT AND EXERCISE SHARES.

          (a)  The Holder agrees not to make any disposition of all or any part
of the Exercise Shares in any event unless:

               (i)   the Company shall have received a letter secured by the
Holder from the staff of the Securities and Exchange Commission stating that no
action will be recommended to the Commission with respect to the proposed
disposition;

               (ii)  there is then in effect a registration statement under the
Securities Act covering such proposed disposition and such disposition is made
in accordance with said registration statement;

               (iii) the Holder shall have furnished the Company with an opinion
of counsel for the Holder, reasonably satisfactory to the Company, to the effect
that such disposition shall be made in compliance with Rule 144 under the
Securities Act ("Rule 144"); or

               (iv)  the Holder shall have notified the Company of the proposed
disposition and shall have furnished the Company with a statement of the
circumstances surrounding the proposed disposition and, if reasonably requested
by the Company, the Holder shall have furnished the Company with an opinion of
counsel for the Holder, reasonably satisfactory to the Company, to the effect
that such disposition will not require registration of such Exercise Shares
under the Securities Act or any applicable state securities laws.

          (b)  The Holder further agrees not to make any disposition of all or
any part of this Warrant in any event unless (i) the Holder shall have notified
the Company of the proposed disposition and shall have furnished the Company
with a statement of the circumstances surrounding the proposed disposition and,
if reasonably requested by the Company, the Holder shall have furnished the
Company with an opinion of counsel for the Holder, reasonably satisfactory to
the Company, to the effect that such disposition will not require registration
of such Warrant under the Securities Act or any applicable state securities
laws, and (ii) such transferee has executed and delivered to the Company an
agreement whereby such transferee agrees to become a party hereto and to be
bound by all the provisions hereof.

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          (c)  The Holder is aware that the Exercise Shares may not be sold
pursuant to Rule 144 unless the applicable conditions thereof are met,
including, among other things, any required holding period under Rule 144 and
the number of shares being sold during any three-month period not exceeding
specified limitations.

          (d)  The Holder understands and agrees that all certificates
evidencing the Exercise Shares may bear the following legend (unless such shares
have been disposed of in accordance with Section 4.2(a)(ii) or (iii) or such
legend is no longer required to comply with applicable securities laws):

          "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933, AS AMENDED (THE "SECURITIES ACT"). THEY MAY NOT BE SOLD, OFFERED
          FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
          REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE SECURITIES ACT
          UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE."

Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon completion
of a public distribution pursuant to an effective registration statement under
the Securities Act) shall also bear such legend unless such legend is no longer
required to comply with applicable securities laws.

     5.   ADJUSTMENT OF EXERCISE PRICE, SHARES OF CLASS A COMMON STOCK
PURCHASABLE AND NUMBER OF WARRANTS.

          5.1  ADJUSTMENT OF EXERCISE PRICE. The Exercise Price, as defined in
Section 1, shall be subject to adjustment from time to time as follows:

          (a)  If the Company after the date hereof shall (i) pay a dividend or
make a distribution to all holders of any class of Common Stock with respect to
such holders' Common Stock and in shares of Common Stock, (ii) split or
otherwise subdivide the outstanding shares of Common Stock, or (iii) combine the
outstanding shares of Class A Common Stock into a smaller number of shares, then
in any such case the Exercise Price in effect immediately prior thereto shall be
adjusted to a price obtained by multiplying such Exercise Price by a fraction of
which the numerator shall be the number of shares of Common Stock outstanding
prior to such action and the denominator shall be the number of shares of Common
Stock outstanding after giving effect to such action. An adjustment made
pursuant to clause (i) of this subsection (a) shall become effective retroactive
to the date immediately after the Record Date for such dividend or distribution,
and an adjustment made pursuant to clause (ii) or (iii) of this subsection (a)
shall become effective immediately after the effective date of such subdivision
or combination.

          (b)  If the Company after the date hereof shall issue rights, options
or warrants to all holders of any class of Common Stock with respect to such
holders' Common Stock to subscribe for or purchase shares of Common Stock or
securities convertible into Common Stock at a price per share less than the
Applicable Price per share on the issuance date thereof, the Exercise Price in
effect immediately prior thereto shall be adjusted to a price obtained by
multiplying such Exercise Price by a fraction of which (i) the numerator shall
be the number of shares of Common Stock outstanding on the date of issuance of
such rights, options or warrants plus the number of shares of the class of
Common Stock subject to such rights, options or warrants which the aggregate
consideration for the total number of shares so to be offered would purchase at
the Applicable Price of a share of the class of Common Stock subject to such
rights, options or warrants, and (ii) the denominator shall be the number of
shares of Common Stock outstanding on the date of issuance of such rights,
options or warrants plus the number of additional shares of Common Stock to be
offered for subscription or purchase; provided, however, that no adjustment
shall be made if the Company issues or distributes to the Holder the rights,
options or warrants which the Holder would have been entitled to receive had
this Warrant been exercised prior to the Record Date (and, if applicable, had
this Warrant been exercisable for the class of Common Stock receiving such
issuance or distribution). Any such adjustments shall be made whenever such
rights, options or warrants are issued to all holders of any class of Common
Stock with respect to such holders' Common Stock and shall become effective
retroactive to the date immediately after the Record Date for the determination
of stockholders entitled to receive such rights, options or warrants unless such

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rights, options or warrants are not immediately exercisable, in which case, any
such adjustments shall be made at such time such rights, options or warrants
become exercisable. Upon expiration of the period during which any such rights,
options or warrants may be exercised, any adjustment previously made pursuant to
the foregoing provisions shall be recalculated to take into consideration only
those rights, options or warrants actually exercised during the applicable
period for exercise and notice of any such further adjustment to the Exercise
Price shall be given to Holder as herein provided.

          (c)  If the Company after the date hereof shall issue or distribute to
all holders of any class of Common Stock (or any class of capital stock that is
convertible into Common Stock) with respect to such holders' Common Stock (or
such other capital stock) evidences of its indebtedness, cash, or other assets,
shares of capital stock of any class or any other securities (other than the
Common Stock) or rights to subscribe therefor (excluding those referred to in
subsection (b) above), in each such case the Exercise Price in effect
immediately prior thereto shall be adjusted to a price obtained by multiplying
such Exercise Price by a fraction of which (i) the numerator shall be the
difference between (x) the amount, for each class of Common Stock then
outstanding, of the Fair Market Value per share of such class of Common Stock,
multiplied by the number of outstanding shares of such class of Common Stock, in
each case on the Record Date, and (y) the Fair Market Value of the assets, cash
or evidences of indebtedness so distributed, or shares of capital stock or other
securities or rights to subscribe therefor so issued, and (ii) the denominator
shall be product of the amount, for each class of Common Stock then outstanding,
of the Fair Market Value per share of such class of Common Stock, multiplied by
the number of outstanding shares of such class of Common Stock, in each case on
the Record Date; provided, however, that no adjustment shall be made if the
Company issues or distributes to the Holder the evidence of indebtedness, cash,
other assets, capital stock or other securities or subscription rights referred
to above in this subsection (c) that the Holder would have been entitled to
receive had this Warrant been exercised in full prior to the Record Date (and,
if applicable, had this Warrant been exercisable for the class of Common Stock
or such other class of capital stock that is convertible into Common Stock
receiving such issuance or distribution). The Company shall provide the Holder,
upon receipt of a written request therefor, with any indenture or other
instrument defining the rights of the holders of any indebtedness, assets,
capital stock or other securities or subscription rights referred to in this
subsection 5.1(c). Any such adjustment shall be made whenever any such
distribution is made, and shall become effective retroactive to the date
immediately after the Record Date. Upon expiration of the period during which
any subscription rights granted pursuant to this subsection (c) may be
exercised, any adjustment previously made pursuant to the foregoing provisions
shall be recalculated to take into consideration only those subscription rights
actually exercised during the applicable period for exercise and notice of any
such further adjustment to the Exercise Price shall be given to the Holder as
herein provided.

          (d)  For purposes of Sections 5.1(a), 5.1(b) and 5.1(c), any dividend
or distribution to which Section 5.1(c) is applicable that also includes shares
of Common Stock, a subdivision of Common Stock or a combination of Common Stock
to which Section 5.1(a) applies, or rights or warrants to subscribe for or
purchase shares of Common Stock to which Section 5.1(b) applies (or any
combination thereof), shall be deemed instead to be:

               (i)   a dividend or distribution of the evidences of
indebtedness, cash, other assets, shares of capital stock, other securities or
subscription rights, other than such shares of Common Stock, such subdivision or
combination or such rights, options or warrants to which Sections 5.1(a) and
5.1(b) apply, respectively (and any Exercise Price reduction required by Section
5.1(c) with respect to such dividend or distribution shall then be made),
immediately followed by

               (ii)  a dividend or distribution of such shares of Common Stock,
such subdivision or combination or such rights, options or warrants to which
Sections 5.1(a) and 5.1(b) apply (and any further Exercise Price reduction
required by Sections 5.1(a) and 5.1(b) with respect to such actions shall then
be made).

          (e)  In case a tender or exchange offer (other than an odd lot offer)
by the Company for any Common Stock is consummated at a price in excess of the
Market Price of the Common Stock subject to such tender or exchange offer, at
the expiration of such tender or exchange offer, the Exercise Price in effect
immediately prior thereto shall be adjusted to a price obtained by multiplying
such Exercise Price by a fraction of which (i) the numerator shall be such
Market Price, less the amount of the excess of the value of the tender or
exchange offer

                                       9

<PAGE>

price over the Market Price, and (ii) the denominator shall be the Market Price,
such adjustment to become effective immediately prior to the opening of business
on the day following such date of expiration.

          5.2  ADJUSTMENT OF NUMBER OF EXERCISE SHARES PURCHASABLE UPON EXERCISE
OF WARRANTS; ADJUSTMENT OF CLASS A PREFERRED STOCK. Upon each adjustment of the
Exercise Price pursuant to Section 5.1 or 5.4 hereof, the number of Exercise
Shares purchasable upon exercise of this Warrant shall be adjusted to the number
of Exercise Shares, rounded up or down, as the case may be, to the nearest full
share, obtained by (i) multiplying the number of Exercise Shares purchasable
immediately prior to such adjustment by the Exercise Price in effect prior to
such adjustment, and (ii) dividing the product so obtained by the Exercise Price
in effect after such adjustment of the Exercise Price. The number of votes per
share of Class A Preferred Stock held by the Holder shall be adjusted
accordingly with any adjustment to the number of Exercise Shares such that the
aggregate number of votes entitled to be cast by the Class A Preferred Stock, as
a class, is equal to the votes associated with the aggregate number of shares of
Class A Common Stock into which the Warrants can be exercised following such
Anti-dilution Adjustment.

          5.3  RIGHTS UPON CONSOLIDATION, MERGER, SALE, TRANSFER,
RECLASSIFICATION OR RECAPITALIZATION.

          (a)  In case the Company after the date hereof (a) shall consolidate
with or merge into any other Person and shall not be the continuing or surviving
corporation of such consolidation or merger, or (b) shall permit any other
Person to consolidate with or merge into the Company and the Company shall be
the continuing or surviving Person but, in connection with such consolidation or
merger, the Class A Common Stock or other securities or property otherwise
issuable upon exercise of this Warrant shall be changed into or exchanged for
stock or other securities of any other Person or cash or any other property, or
(c) shall transfer (by sale, lease or otherwise) all or substantially all of its
properties or assets to any other Person, or (d) shall effect a capital
reorganization or reclassification of the Class A Common Stock or other
securities or property otherwise issuable upon exercise of this Warrant (other
than a capital reorganization or reclassification resulting in the issuance of
additional shares of Common Stock for which adjustment in the Exercise Price is
provided in Section 5.1 or 5.4 unless such adjustment pursuant to Section 5.1 or
5.4 fails to take into account all steps in a multi-step transaction), then, and
in the case of each such transaction, proper provision shall be made so that,
upon the basis and the terms and in the manner provided in this Warrant, the
holder of this Warrant, upon the exercise hereof at any time after the
consummation of such transaction (until the end of the Exercise Period), shall
be entitled to receive (at the aggregate Exercise Price in effect at the time of
such consummation for all Class A Common Stock or other securities or property
otherwise issuable upon such exercise immediately prior to such consummation),
in lieu of the Class A Common Stock or other securities or property otherwise
issuable upon such exercise prior to such consummation, the kind and amount of
shares, other securities, property, assets or cash that the Holder would have
been entitled to receive upon the consummation of such transaction had the
Holder exercised this Warrant immediately prior to the consummation of such
transaction, subject to adjustments (subsequent to such consummation) as nearly
equivalent as possible to the adjustments provided for in this Section 5.

          (b)  The Company shall not consummate any transaction that effects or
permits any such event or occurrence unless each Person whose shares of stock,
securities or assets will be issued, delivered or paid to the holders of the
Class A Common Stock (including the Company with respect to clause (ii) below),
prior to or simultaneously with the consummation of the transaction, (i) is a
corporation organized and existing under the laws of the United States of
America or any State or the District of Columbia, and (ii) expressly assumes, or
in the case of the Company, acknowledges, by a Warrant supplement or other
document in a form substantially similar hereto, executed and delivered to the
Holder hereof, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions of this
Section 5.3, such Holder is entitled to purchase, and all other obligations and
liabilities under this Warrant, including obligations and liabilities in respect
of subsequent adjustments that are required under this Warrant.

          (c)  The above provisions of this Section 5.3 shall similarly apply to
successive reclassifications and changes of Exercise Shares and to successive
consolidations, mergers, leases, sales or conveyances.

          5.4  SALE OF SHARES BELOW APPLICABLE PRICE.

                                       10

<PAGE>

          (a)  If at any time or from time to time after the date hereof, the
Company issues or sells, or is deemed by the express provisions of this Section
5.4 to have issued or sold, Additional Shares of Common Stock (as defined
below), other than as provided in Section 5.1, 5.2 or 5.3 above, for an
Effective Price (as defined below) less than the Applicable Price (such issue, a
"Qualifying Dilutive Issuance"), then and in each such case, the then effective
Exercise Price shall be reduced, effective as of the opening of business on the
date of such issue or sale (or if earlier, the date on which a binding agreement
providing for such issue or sale was entered into), to a price determined by
multiplying the Exercise Price in effect immediately prior to such issuance or
sale by a fraction:

               (i)   the numerator of which shall be (A) the number of shares of
Common Stock outstanding immediately prior to such issue or sale, plus (B) the
number of shares of the class of Common Stock being issued or sold or deemed to
be issued or sold which the aggregate consideration received by the Company for
the total number of Additional Shares of Common Stock so issued or deemed to be
so issued would purchase at the Applicable Price, and

               (ii)  the denominator of which shall be the number of shares of
Common Stock outstanding immediately prior to such issue or sale plus the total
number of Additional Shares of Common Stock so issued or deemed to be so issued.

          (b)  For the purpose of the adjustment required under this Section
5.4, if the Company issues or sells (x) stock or other securities convertible
into shares of Common Stock (such convertible stock or securities being herein
referred to as "Convertible Securities") or (y) rights, options or warrants for
the purchase of shares of Common Stock or Convertible Securities and if the
Effective Price of such shares of Common Stock is less than the Applicable
Price, in each case the Company shall be deemed to have issued at the time of
the issuance of such rights, options or warrants or Convertible Securities the
maximum number of Additional Shares of Common Stock issuable upon exercise or
conversion thereof and to have received as aggregate consideration for the
issuance of such shares an amount equal to the total amount of the
consideration, if any, received by the Company for the issuance or sale of such
rights, options or warrants or Convertible Securities plus the minimum amounts
of consideration, if any, payable to the Company upon the exercise or conversion
of such rights, options or warrants or Convertible Securities (other than by
cancellation of liabilities or obligations evidenced by such Convertible
Securities); provided that:

               (i)   subject to paragraph (d) below, if the minimum amounts of
such consideration cannot be ascertained, but are a function of antidilution or
similar protective clauses, the Company shall be deemed to have received the
minimum amounts of consideration without reference to such clauses; and

               (ii)  if the minimum amount of consideration payable to the
Company upon the exercise or conversion of such rights, options, warrants or
Convertible Securities is reduced over time or on the occurrence or
non-occurrence of specified events other than by reason of antidilution
adjustments, the Effective Price shall be recalculated using the figure to which
such minimum amount of consideration is reduced; provided further, that if the
minimum amount of consideration payable to the Company upon the exercise or
conversion of such rights, options, warrants or Convertible Securities is
subsequently increased, the Effective Price shall be again recalculated using
the increased minimum amount of consideration payable to the Company but only
upon the exercise or conversion of such rights, options, warrants or Convertible
Securities.

     No further adjustment of the Exercise Price, as adjusted upon the issuance
of such rights, options, warrants or Convertible Securities, shall be made as a
result of the actual issuance of Additional Shares of Common Stock upon the
exercise of any such rights, options or warrants or the conversion of any such
Convertible Securities. If any such rights, options or warrants or the
conversion privilege represented by any such Convertible Securities shall expire
without having been exercised, the Exercise Price as adjusted upon the issuance
of such rights, options, or warrants or Convertible Securities shall be
readjusted to the Exercise Price which would have been in effect had an
adjustment been made on the basis of only the Additional Shares of Common Stock,
if any, actually issued or sold on the exercise or conversion of such rights,
options, warrants or Convertible Securities, and on the basis that such
Additional Shares of Common Stock, if any, were issued or sold for the
consideration actually received by the Company upon such exercise or conversion
(other than by cancellation of liabilities or obligations evidenced by

                                       11

<PAGE>

such Convertible Securities), plus the consideration, if any, actually received
by the Company for the issue or sale of all such rights, options, warrants and
Convertible Securities, whether or not exercised, provided that such
readjustment shall not apply to prior exercises of this Warrant.

          (c)  For the purpose of making any adjustment to the Exercise Price of
the Exercise Shares required under this Section 5.4, "Additional Shares of
Common Stock" shall mean all shares of Common Stock issued by the Company or
deemed to be issued pursuant to this Section 5.4 (including shares of Common
Stock subsequently reacquired or retired by the Company), other than any
Excluded Issuance.

     The "Effective Price" of Additional Shares of Common Stock shall mean the
quotient determined by dividing the total number of Additional Shares of Common
Stock issued or sold, or deemed to have been issued or sold by the Company under
this Section 5.4, into the aggregate consideration received, or deemed to have
been received by the Company for such issue under this Section 5.4, for such
Additional Shares of Common Stock.

          (d)  In the event that the Company issues or sells, or is deemed to
have issued or sold, Additional Shares of Common Stock in a Qualifying Dilutive
Issuance (the "First Dilutive Issuance"), then in the event that the Company
issues or sells, or is deemed to have issued or sold, Additional Shares of
Common Stock in a Qualifying Dilutive Issuance other than the First Dilutive
Issuance (a "Subsequent Dilutive Issuance") pursuant to the same instruments as
the First Dilutive Issuance, then, and in each such case upon a Subsequent
Dilutive Issuance, the Exercise Price shall be reduced to the Exercise Price
that would have been in effect had the First Dilutive Issuance and each
Subsequent Dilutive Issuance all occurred on the closing date of the First
Dilutive Issuance.

          5.5  ADDITIONAL ADJUSTMENTS TO EXERCISE PRICE. Notwithstanding
anything to the contrary contained in this Section 5, but subject to Section
5.7, the Company shall be entitled, but not required, to make such reductions in
the Exercise Price, in addition to those required by Section 5.1, 5.3 or 5.4, as
it, in its sole discretion, shall determine to be advisable, including, without
limitation, in order that any dividend in or distribution of shares of Common
Stock or shares of capital stock of any class other than Common Stock,
subdivision, reclassification or combination of shares of Common Stock, issuance
of rights, options, or warrants, or any other transaction having a similar
effect, shall not be treated as a distribution of property by the Company to its
stockholders under Section 305 of the Internal Revenue Code of 1986, as amended,
or any successor provision and shall not be taxable to them.

          5.6  DE MINIMUS ADJUSTMENTS. The adjustments required by this Section
5 shall be made whenever and as often as any specified event requiring an
adjustment shall occur, except that no adjustment pursuant to Section 5.1, 5.3
or 5.4 hereof shall be required unless such adjustment would require an increase
or decrease of at least $.10 in the Exercise Price then subject to adjustment;
provided, however, that any adjustments that are not made by reason of this
Section 5.6 shall be carried forward and (i) made as soon as such adjustment,
together with other adjustments required by this Section 5 and not previously
made, would result in an increase or decrease of at least $.10 in the Exercise
Price as of the date of exercise, or (ii) made upon the date of exercise, in
whole or in part, of the Warrant. In case the Company shall at any time issue
Common Stock by way of dividend on any stock of the Company or split or
otherwise subdivide or combine the outstanding shares of Common Stock, said
amount of $.10 specified in the preceding sentence (as theretofore increased or
decreased, if said amount shall have been adjusted in accordance with the
provisions of this Section 5.6) shall forthwith be proportionately increased in
the case of such a combination or decreased in the case of such a subdivision or
stock dividend so as appropriately to reflect the same. All calculations under
this Section 5 shall be made to the nearest hundredth of a cent.

          5.7  CONDITION PRECEDENT TO REDUCTION OF EXERCISE PRICE BELOW PAR
VALUE OF SHARES OF CLASS A COMMON STOCK OR INCREASE IN PAR VALUE TO ABOVE
EXERCISE PRICE.

          (a)  Before taking any action that would require an adjustment
reducing the Exercise Price to below the then par value of any of the shares of
Class A Common Stock issuable upon exercise of this Warrant, the Company will
take any corporate action that may, in the opinion of its counsel, be necessary
in order that the Company may validly and legally issue fully paid and
non-assessable shares of such Class A Common Stock at such adjusted Exercise
Price.

                                       12

<PAGE>

          (b)  Before taking any action that would, or would result in an,
increase the par value of the Class A Common Stock issuable upon exercise of
this Warrant to an amount that is greater than the then effective Exercise
Price, the Company will take such corporate action that is necessary in order
that the Company may validly and legally issue fully paid and non-assessable
shares of such Class A Common Stock at such then effective Exercise Price.

          5.8  CERTIFICATE OF ADJUSTMENT. In each case of an adjustment or
readjustment of the Exercise Price, the Company, at its sole expense, shall
compute such adjustment or readjustment in accordance with the provisions hereof
and prepare a certificate showing such adjustment or readjustment, and shall
mail such certificate, by first class mail, postage prepaid, to the Holder at
the Holder's address, as provided in Section 13 hereof, no later than five (5)
Business Days following the effective date of such adjustment or readjustment.
The certificate shall set forth such adjustment or readjustment, showing in
detail the facts upon which such adjustment or readjustment is based, including
a statement of (i) the number of Additional Shares of Common Stock issued or
sold or deemed to have been issued or sold; (ii) the consideration received or
deemed to be received by the Company for any Additional Shares of Common Stock
issued or sold or deemed to have been issued or sold; (iii) the Exercise Price
at the time in effect; and (iv) the type and amount, if any, of other property
which would be received upon exercise of this Warrant.

          5.9  OTHER DILUTIVE EVENTS. If any event or occurrence shall occur as
to which the provisions of this Section 5 are not strictly applicable but as to
which the failure to make any adjustment to the Exercise Price and/or the number
of shares or other assets or property subject to this Warrant would adversely
affect the purchase rights or value represented by this Warrant in accordance
with the essential intent and principles of this Section 5, including any
issuance of Participating Securities, then, in each such case, the Company shall
determine the adjustment, if any, on a basis consistent with the essential
intent and principles established in this Section 5, necessary to preserve,
without dilution, the purchase rights represented by this Warrant. If such
determination involves or is based on a determination of the Fair Market Value
of any securities or other assets or property, such determination shall be made
in accordance with the Valuation Procedure.

          5.10 GENERAL ADJUSTMENT PROVISIONS.

          (a)  Notwithstanding anything to the contrary contained in this
Warrant, no adjustments to the Exercise Price or the number of shares of Class A
Common Stock (or other securities into which the Warrants may become
exercisable) purchasable upon exercise of this Warrant shall be made solely as a
result of any Excluded Issuance.

          (b)  In any case in which this Section 5 shall require that an
adjustment be made retroactive to the date immediately following a Record Date,
the Company may elect to defer (but only until five (5) Business Days following
the mailing by the Company to the Holder of the certificate as required by
Section 5.8) issuing to the Holder, in the event of any exercise of this Warrant
after such Record Date, the shares of the Class A Common Stock issuable upon
such exercise in excess of the shares of Class A Common Stock issuable upon such
exercise prior to such adjustment, if any.

          (c)  The provisions and adjustments provided for in this Section 5
shall apply to successive events or occurrences of the types described in this
Section 5.

          (d)  For the purpose of making any adjustment required under this
Section 5 that requires a determination of the aggregate consideration received
by the Company for any sale, issue or distribution of securities, the aggregate
consideration received by the Company shall equal the sum of: (i) to the extent
it consists of cash, the net amount of cash received by the Company after
deduction of any underwriting or similar commissions, compensation or
concessions paid or allowed by the Company in connection with such issue or sale
but without deduction of any expenses payable by the Company, and (ii) to the
extent it consists of property or assets other than cash, the Fair Market Value
of the property or assets.

          5.11 SIGNIFICANT SUBSIDIARIES. If any "significant subsidiary" (as
defined by Rule 1-02(w) of Regulation S-X under the Securities Act or any
successor rule) of the Company issues or grants (i) any capital stock or equity
ownership interest, including any Participating Security; (ii) any rights,
options, warrants or

                                       13

<PAGE>

convertible securities that are exercisable for or convertible into any capital
stock or other equity ownership interest, including any Participating Security;
or (iii) any stock appreciation rights, phantom stock rights, or any other
profit participation rights, or any rights or options to acquire any such
rights, in each case of clauses (i), (ii) and (iii) above, to any Person other
than the Company or its wholly-owned subsidiaries, the Company shall determine
an anti-dilution adjustment, if any, on a basis consistent with the essential
intent and principles established in this Section 5, necessary to preserve,
without dilution, the purchase rights represented by this Warrant. If such
determination involves or is based on a determination of the Fair Market Value
of any securities or other assets or property, such determination shall be made
in accordance with the Valuation Procedure.

     6.   FRACTIONAL SHARES. The Company may, but shall not be required to,
issue fractions of Exercise Shares upon exercise of the Warrant or distribute
certificates which evidence fractional Exercise Shares. As to any fractional
Exercise Share which the Holder would otherwise be entitled to purchase from the
Company upon such exercise, the Company may purchase from the Holder such
unissued fractional share at a price equal to an amount calculated by
multiplying such fractional share (calculated to the nearest 1/100th of a share)
by the then Fair Market Value of one Exercise Share determined in accordance
with the terms hereof. Payment of such amount shall be made in cash or by check
payable to the order of the Holder at the time of delivery of any certificate or
certificates arising upon such exercise.

     7.   NO STOCKHOLDER RIGHTS OR LIABILITIES. This Warrant in and of itself
shall not entitle the Holder to any voting rights or other rights as a
stockholder of the Company (subject to the provisions of Section 5 above). No
provision of this Warrant, in the absence of affirmative action by the Holder to
exercise this Warrant in exchange for shares of Class A Common Stock or any
other equity securities issuable upon exercise of this Warrant, and no mere
enumeration herein of the rights or privileges of the Holder, shall give rise to
any liability of the Holder for the Exercise Price or as a stockholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.

     8.   TRANSFER OF WARRANT. Subject to the restriction on transfers set forth
in the legend on the first page of this Warrant and in Sections 2.3 and 4.2 and
applicable laws, this Warrant and all rights hereunder, in whole or in part, are
transferable, by the Holder in person or by duly authorized attorney, upon
delivery of this Warrant and the form of assignment attached hereto as Annex B
to any transferee designated by Holder.

     9.   PAYMENT OF TAXES ON STOCK CERTIFICATE ISSUES UPON EXERCISE. The
initial issuance of certificates of Exercise Shares upon any exercise of this
Warrant shall be made without charge to the exercising Holder for any transfer,
stamp or similar tax or for any other governmental charges that may be imposed
in respect of the issuance of such stock certificates, and such stock
certificates shall be issued in the respective names of, or in such names as may
be directed by, the Holder; provided, however, that the Company shall not be
required to pay any tax or such other charges that may be payable in respect of
any transfer involved in the issuance and delivery of any such stock
certificate, any new Warrants or other securities in a name other than that of
the Holder upon exercise of this Warrant (other than to an Affiliate), and the
Company shall not be required to issue or deliver such certificates or other
securities unless and until the Person or Persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.

     10.  LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security reasonably satisfactory to
the Company or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Company shall issue a new Warrant, in lieu of
the Warrant so lost, stolen, destroyed or mutilated, of like denomination and
tenor as this Warrant so lost, stolen, mutilated or destroyed. Any such new
Warrant shall constitute an original contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall
be at any time enforceable by anyone.

     11.  EXCHANGE OF WARRANT; DIVISIBILITY OF WARRANT. Subject to compliance
with Section 4.2 hereof, this Warrant is exchangeable, without charge to any
Holder, upon the surrender hereof by the Holder at the office or agency of the
Company, for one or more new Warrants of the tenor representing in the aggregate
the right to subscribe for and purchase the number of Exercise Shares which may
be subscribed for and

                                       14

<PAGE>

purchased hereunder, each of such new Warrants to represent the right to
subscribe for and purchase such number of shares as shall be designated by said
Holder at the time of such surrender.

     12.  CLOSING OF BOOKS. The Company will at no time close its transfer books
against the transfer of any Warrant or of any Exercise Shares issued or issuable
upon the exercise or conversion of any Warrant in any manner which interferes
with the timely exercise or conversion of this Warrant.

     13.  NOTICES, ETC. All notices required or permitted hereunder shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be notified, (b) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient or, if not, then on the next
Business Day, (c) five (5) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, or (d) one (1)
Business Day after deposit with a nationally recognized overnight courier,
specifying next Business Day delivery, with written verification of receipt. All
notices and other communications shall be sent to the Company at the address
listed on the signature page and to the Holder at the address set forth below or
at such other address as the Company or the Holder may designate by ten (10)
days advance written notice to the other parties hereto:

          [Holder]
          [Address]
          Fax:   [.]
          Attention:   [.]

          with a copy to:

          [.]
          Fax:   [.]
          Attention: [.]

     14.  ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute
acceptance of and agreement to all of the terms and conditions contained herein.

     15.  BINDING EFFECT ON SUCCESSORS. This Warrant shall be binding upon any
Person succeeding the Company by merger, consolidation or acquisition of all or
substantially all of the Company's assets (to the extent provided in Section 5),
and all of the obligations of the Company relating to the Exercise Shares
issuable upon the exercise or conversion of this Warrant shall survive the
exercise, conversion and termination of this Warrant and all of the covenants
and agreements of the Company shall inure to the benefit of the successors and
assigns of the Holder.

     16.  SEVERABILITY. In case any one or more of the provisions contained in
this Warrant shall be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and therein shall not in any way be affected or impaired thereby. The
parties shall endeavor in good faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.

     17.  SECTION HEADINGS. The section headings used herein are for convenience
of reference only, are not part of this Warrant and are not to affect the
construction of or be taken into consideration in interpreting this Warrant.

     18.  NONWAIVER. No course of dealing or any delay or failure to exercise
any right hereunder on the part of the Holder shall operate as a waiver of such
right or otherwise prejudice the Holder's rights, powers or remedies.

                                       15

<PAGE>

     19.  GOVERNING LAW. This Warrant and all rights, obligations and
liabilities hereunder shall be governed and construed in accordance with the law
of the State of New York applicable to contracts made and to be performed in the
State of New York without regard to principles of conflicts of law.

     20.  AMENDMENTS. This Warrant and any term hereof may be amended, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought; provided, that Section 5 hereof may not be amended unless all
outstanding Class A-1 Warrants of the Company are concurrently amended to the
same extent. Any such amendment or waiver shall be binding upon each future
Holder and upon the Company. In the event of a waiver or amendment and upon the
request of the Company, the Holder hereof shall submit this Warrant to the
Company so that this Warrant be marked to indicate such amendment or waiver and
any Warrant issued thereafter shall bear a similar notation referring to any
such amendment or continuing waiver.

     21.  SPECIFIC PERFORMANCE. Each Holder of this Warrant and Exercise Shares,
in addition to being entitled to exercise all rights granted by law, including
recovery of damages, will be entitled to specific performance of its rights
under this Warrant. The Company agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Warrant and hereby agrees to waive the defense in any action
for specific performance that a remedy at law would be adequate.

                                       16

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be
executed by their respective duly authorized officers as of [.], [2003].

                                   US AIRWAYS GROUP, INC.


                                   By: _______________________________________
                                       Name:
                                       Title:

                                   Address:      2345 Crystal Drive
                                                 Arlington, Virginia 22227


                                   WARRANT HOLDER:
                                   [.]


                                   By: _______________________________________
                                       Name:
                                       Title:

                                   Address: [.]

                                       17

<PAGE>

                                                                         Annex A

                               NOTICE OF EXERCISE

TO: US AIRWAYS GROUP, INC.

     (1)  [ ] The undersigned hereby elects to purchase ________ shares of the
          Class A Common Stock of US Airways Group, Inc. (the "Company")
          pursuant to the terms of the attached Warrant, and (i) tenders
          herewith or is delivering by wire transfer to account number
          __________ at _____________________ (bank) payment of the exercise
          price in full, and (ii) tenders herewith the Warrant and certificates
          representing the requisite number of shares of Class A Preferred
          Stock, as set forth in Section 2.3 of the Warrant; and/or

          [ ] The undersigned hereby elects to purchase ________ shares of the
          Class A Common Stock of the Company pursuant to the terms of the net
          exercise provisions set forth in Section 2.2 of the attached Warrant.

     (2) Please issue a certificate or certificates representing said shares of
Class A Common Stock in the name of the undersigned or in such other name as is
specified below:

                                   _________________________________
                                                (Name)
                                   _________________________________

                                   _________________________________
                                              (Address)



________________________           _______________________________(Date)
(Signature)

                                   _________________________________
                                   (Print name)

                                       18

<PAGE>

                                                                         Annex B

                                 ASSIGNMENT FORM

               (To assign the foregoing Warrant, execute this form
               and supply required information. Do not use this form
               to purchase shares.)

     FOR VALUE RECEIVED, the right to purchase _______ shares of Class A Common
Stock pursuant to the foregoing Warrant and all other rights evidenced thereby
and the corresponding shares of Class A Preferred Stock, as set forth in Section
2.3 of the Warrant, are hereby assigned to

Name:
               -----------------------------------------------------
                                   (Please Print)

Address:
               -----------------------------------------------------
                                   (Please Print)

Dated:
               -----------------
Holder's
Signature:
               -------------------------------------
Holder's
Address:
               ---------------------------------------

NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of this Warrant, without alteration or enlargement or any
change whatever. Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Warrant.

                                       19