EXHIBIT 10

                1998 PILOT STOCK OPTION PLAN
                 OF US AIRWAYS GROUP, INC.

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     1.     PURPOSE.  The purpose of this Plan is to grant certain of the 
employees of US Airways, Inc. the opportunity to acquire shares of the 
common stock of US Airways Group, Inc. through the exercise of the stock 
options awarded in accordance with the terms of this Plan and the 1998 US 
Airways pilot collective bargaining agreement. 


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

     (a)    "Account Statement" shall mean the statement that contains the 
information described in Section 4(k) of this Plan with respect to each 
Option Series allocated to a Participant.

     (b)    "Acquisition" shall mean the consummation of any transaction or 
series of transactions as a result of which the Common Stock of the 
Corporation ceases to be listed on the NYSE.

     (c)    "Allocation Statement" shall mean the statement setting forth 
the allocation of Options to Participants on each Grant Date pursuant to 
Section 4(d) of the Plan.

     (d)    "ALPA" or the "Association" shall mean the Air Line Pilots 
Association, International.

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

     (f)    "Committee" shall mean a committee appointed by the Corporation 
to administer and implement the Plan. 

     (g)    "Common Stock" shall mean the common stock, par value $1.00, of 
the Corporation.

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

     (i)    "Expiration Date" shall mean, for any Option Series, ten (10) 
years following the Grant Date for the Options in that Option Series.

     (j)    "Fair Market Value" shall mean the closing sale price of the 
Shares as reported on the NYSE Composite Tape on the date as of which such 
value is being determined or, if there shall be no sale on that date, then 
on the last previous day on which a sale was reported.

     (k)    "Final Expiration Date" shall mean the date ten (10) years 
following the final Grant Date under the Plan.

     (l)    "Grant Date" shall mean any one of the dates determined in 
accordance with Section 4(b) of this Plan.

     (m)    "Issue Date" shall mean the date upon which Options in an 
Option Series are issued to Participants.

     (n)    "NYSE" shall mean the New York Stock Exchange.

     (o)    "Option" shall mean an option to acquire shares of Common Stock 
issued pursuant to Section 4 of this Plan.

     (p)    "Option Series" shall have the meaning assigned in Section 4(c) 
of this Plan.

     (q)    "Participant" shall mean, for the Options granted on the 
referenced Grant Date, the pilots listed on the Allocation Statement for 
that Grant Date.

     (r)    "Pilot Agreement" shall mean the 1998 collective bargaining 
agreement between ALPA and US Airways.

     (s)    "Plan" shall mean this 1998 Pilot Stock Option Plan of US 
Airways Group, Inc. 

     (t)    "Share" shall mean a share of Common Stock. 

     (u)    "US2" shall mean the low cost, low fare operation as described 
in Letter of Agreement No. 48 to the Pilot Agreement.  

     (v)    "US Airways" shall mean US Airways, Inc.


     3.     ADMINISTRATION; SHARES AVAILABLE

     (a)    ADMINISTRATION.  The Plan shall be administered by the 
Committee.  The Committee may authorize and establish reasonable rules and 
regulations to implement or

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administer the Plan or the Options; provided, however, that the Committee 
shall take no action that is inconsistent with the provisions of the Plan 
or the Pilot Agreement.  The Committee shall provide reasonable notice to 
and shall consult with the Association before issuing any rules or policies 
of general applicability to the Plan or Participants.

     (b)    POWERS RESERVED TO ALPA.  Notwithstanding Section 3(a) or any 
other provision of this Plan, ALPA shall maintain the power and authority 
to determine or redetermine (i) the Participants who will receive Options 
on each Grant Date, (ii) the allocation of Options on each Grant Date, and 
(iii) the vesting schedule of the Options granted on each Grant Date 
(subject to the minimum vesting requirements set forth in Section 4(h) of 
the Plan); provided, however, that such determinations or redeterminations 
by ALPA must be approved by the Corporation, which approval shall not be 
unreasonably withheld.  ALPA shall notify the Corporation of such 
determinations for the First Grant Date no later than the day before the 
adoption of the Plan and fifteen (15) days following each Grant Date 
beginning with the Second Grant Date.  Determinations or redeterminations 
provided by ALPA shall be deemed approved by the Corporation if the 
Committee does not provide ALPA with a written statement of the reasons for 
withholding its approval within fifteen (15) days of notification by ALPA 
under this Section 3(b).

     (c)    DISPUTE RESOLUTION.  Disputes under this Plan shall be resolved 
as follows:

            (i) Except as set forth in subsection (ii) of this Section, 
disputes  concerning the interpretation or application of the Plan, shall 
be subject to the grievance and System Board of Adjustment procedures of 
the Pilot Agreement.

            (ii) Notwithstanding the foregoing sentence, disputes involving 
or related to Section 8 of the Plan (anti-dilution) shall be resolved 
through final and binding arbitration before a neutral investment banking 
professional who is not and has not been employed by or a consultant to the 
Corporation, US Airways or ALPA.  The neutral professional shall be a 
representative of an investment banking firm of national standing selected 
by mutual agreement of ALPA and the Corporation or, failing such agreement, 
by alternate striking from a list of three such firms submitted by each 
party with a coin flip determining which party exercises the first strike. 
 The proceeding before the neutral professional shall be completed 
expeditiously and the neutral professional's decision shall be rendered no 
later than thirty (30) days following the conclusion of the proceeding.  
The costs of such neutral investment banking professional shall be shared 
equally by the Corporation and ALPA.

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     (d)    SHARES AVAILABLE.   Except to the extent of adjustments 
authorized by Section 8 of this Plan, a total of 11.5 million Shares may be 
issued pursuant to Options granted under this Plan.  Such shares may be 
either treasury Shares or authorized but unissued Shares. 

     4.     OPTIONS.  Options shall be evidenced by a letter issued to each 
Participant containing the Exercise Price and the Expiration Date of the 
Options in such form as shall be determined by the Committee, provided that 
the terms and conditions of each such letter are not inconsistent with this 
Plan.

     (a)    NUMBERS OF OPTIONS PER GRANT DATE.  The Options for 11.5 
million Shares reserved for the Plan shall be issued as follows:

            (i)      As of the First Grant Date, the Corporation shall 
grant Options to Participants with respect to an aggregate of 2.3 million 
Shares.  

            (ii)     As of the Second, Third, Fourth, Fifth and Sixth Grant 
Dates, the Corporation shall grant Options to Participants with respect to 
an aggregate of 1.84 million Shares per Grant Date plus the number of 
Options forfeited under Section 7 of the Plan since the preceding Grant 
Date (subject to adjustment as provided in this Plan).  

            (iii)    Options for fractional shares shall not be granted and 
ALPA shall provide the Corporation with an allocation providing each 
Participant with Options for full shares, which in the aggregate equal and 
do not exceed 2.3 million or 1.84 million shares, as appropriate, plus the 
number of Options forfeited under Section 7 of the Plan since the preceding 
Grant Date. 

            (iv)     Unless otherwise directed by ALPA in accordance with 
the terms of this Plan, all Options shall be granted to Participants as of 
each Grant Date even if they are issued at a later date.

     (b)     GRANT DATES.  Options shall be granted as of each of six (6) 
Grant Dates, determined as follows.

             (i)      The First Grant Date shall be January 30, 1998.

             (ii)     The Second Grant Date shall be the earlier to occur 
of (A) the first date on which US Airways' US2 operation is in excess of 
fifteen percent (15%) of the consolidated schedule system-wide block hours 
of US Airways, inclusive of US2, or (B) January 30, 1999;

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             (iii)    The Third Grant Date shall be the earlier to occur of 
(A) the first date on which US Airways' US2 operation is in excess of 
twenty percent (20%) of the consolidated schedule system-wide block hours 
of US Airways, inclusive of US2, or (B) January 30, 2000;

             (iv)     The Fourth Grant Date shall be the earlier to occur 
of (A) the first date on which US Airways' US2 operation is in excess of 
twenty-one percent (21%) of the consolidated schedule system-wide block 
hours of US Airways, inclusive of US2, or (B) January 30, 2001; and 

             (v)      The Fifth Grant Date shall be the earlier to occur of 
(A) the first date on which US Airways' US2 operation is in excess of 
twenty-two and one-half percent (22.5%) of the consolidated schedule 
system-wide block hours of US Airways, inclusive of US2, or (B) January 30, 
2002.

             (vi)     The Sixth Grant Date shall be February 1, 2003.

     Notwithstanding the foregoing, within ten (10) business days following 
the Second Grant Date, ALPA shall have the right in its sole discretion to 
determine that the Third, Fourth and Fifth Grant Dates shall be the first, 
second and third anniversaries, respectively, of the Second Grant Date. 
Such determination shall be delivered to the Corporation by written notice 
and shall be irrevocable.

     (c)     OPTION SERIES.  For administrative purposes, the Options 
granted under this Plan on each Grant Date shall be classified and 
designated as a separate Option Series according to the following schedule:

               Grant Date              Option Series
               ----------              -------------

               First Grant Date        Series 1
               Second Grant Date       Series 2
               Third Grant Date        Series 3
               Fourth Grant Date       Series 4
               Fifth Grant Date        Series 5
               Sixth Grant Date        Series 6

     (d)     ALLOCATION.  The Options in each Option Series shall be 
allocated as follows:

             (i)      As soon as practical, but no later than the day 
before the adoption of the Plan with respect to the First Grant Date and no 
later than fifteen (15) days

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following each of the Second through Sixth Grant Dates, ALPA shall provide 
the Corporation in writing with a description of the principles (the 
"Allocation Principles") governing the allocation of Options among 
Participants for the applicable Grant Date in reasonable detail for 
approval by the Corporation in accordance with Section 3(b) of the Plan. 

             (ii)     The Allocation Principles shall provide for the 
allocation of Options to purchase full Shares which, in the aggregate, 
equal 2.3 million Options for the First Grant Date and 1.84 million for 
each subsequent Grant Date, plus the number of Options forfeited since the 
preceding Grant Date.

             (iii)    For each Grant Date under the Plan, the Corporation 
shall perform, to the extent reasonably possible, the data extractions and 
mathematical calculations necessary to generate from the Allocation 
Principles a list of pilots participating in the allocation and the number 
of shares allocated to each participating pilot (the "Allocation 
Statement").  The Allocation Principles shall not impose an unreasonable 
administrative burden on the Corporation in this process.

              (iv)    For the First Grant Date, the Corporation shall 
prepare a preliminary Allocation Statement (the "Preliminary Allocation 
Statement") based on the Allocation Principles determined by ALPA.  The 
Corporation shall submit the Preliminary Allocation Statement to ALPA for 
review.  ALPA shall then have forty-five (45) days (the "Objection Period") 
in which to provide the Corporation with any written objections to the 
Corporation's Preliminary Allocation Statement.  Any objection must be 
submitted, in writing, by the forty-fifth (45th) calendar day after the 
date of mailing of the Preliminary Allocation Statement to the Vice 
President-Labor Relations at US Airways, Inc., 2345 Crystal Drive, 
Arlington, Virginia 22227.  After the Objection Period, ALPA shall be 
barred from thereafter bringing any challenge, including but not limited to 
filing any grievance, administrative claim or lawsuit before any system 
board of adjustment, agency or court, relating to the allocation of Options 
for the First Grant Date. 

            (v)      For each of the Second through Sixth Grant Dates, 
following the initial creation of a Preliminary Allocation Statement, the 
Corporation shall provide each Participant with a statement describing the 
individual historical data underlying the pilot's Option allocation.  ALPA 
and each pilot shall then have forty-five (45) days (the "Objection 
Period") in which to provide the Corporation with a written objection to 
the Corporation's data statement and to provide all documentation relevant 
to the alleged data error.  Any objection must be submitted, in writing, by 
the forty-fifth (45th) calendar day after the date of

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mailing of the Preliminary Allocation Statement to the Vice President-Labor 
Relations at US Airways, Inc., 2345 Crystal Drive, Arlington, Virginia 
22227.  ALPA or any pilot who does not assert such written claims of error 
within the Objection Period shall be barred from thereafter bringing any 
challenge, including but not limited to filing any grievance, 
administrative claim or lawsuit before any system board of adjustment, 
agency or court, relating to the allocation of Options for the applicable 
Grant Date.  

            (vi)     In the event that no objections are filed during the 
Objection Period following any Grant Date, the Corporation shall promptly 
generate a final Allocation Statement (the "Final Allocation Statement") 
identical to the Preliminary Allocation Statement and issue the applicable 
Option Series to the Participants in accordance with the Final Allocation 
Statement.

            (vii)    The Corporation and ALPA shall review each of the 
objections filed during any Objection Period.  Any objection that remains 
unresolved following this review shall be submitted to final and binding 
resolution by a special arbitrator on the basis of the written materials 
provided by the objecting pilot and/or ALPA to the Corporation during the 
Objection Period and the relevant US Airways data provided by the 
Corporation.  The special arbitrator shall provide the Corporation, ALPA 
and the objecting pilots with his or her final rulings no later than forty-
five (45) days following the close of the Objection Period.  Following its 
receipt of such rulings, the Corporation shall promptly generate a Final 
Allocation Statement consistent with the special arbitrator's rulings and 
issue the applicable Option Series to the Participants in accordance with 
the Final Allocation Statement. 

            (viii)   Once the Options are issued in accordance with a Final 
Allocation Statement, either for the First Grant Date or any subsequent 
Grant Date, both ALPA and all pilots shall be barred from thereafter 
bringing a challenge, including but not limited to filing any grievance, 
administrative claim or lawsuit before any system board of adjustment, 
agency or court, relating to the allocation of the applicable Option 
Series.  

            (ix)     The special arbitrator described in this Section 4(d) 
shall be jointly selected by the parties or, failing agreement, shall be 
supplied by the National Mediation Board.  The parties shall make every 
reasonable effort to designate a single individual as the special 
arbitrator for all of the Option allocations under the Plan.  The costs of 
the special arbitrator shall be shared equally by US Airways and ALPA.

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     (e)     ISSUE DATE.  With respect to each Grant Date, the Options to 
be granted shall be issued by the Corporation promptly following the 
creation of the Final Allocation Statement for that Grant Date.  All 
Options shall be granted as of their Grant Date irrespective of the date 
they are issued to the Participants.

     (f)     TERM.  Each Option shall have a term of ten (10) years from 
its Grant Date. 

     (g)     EXERCISE PRICE.  Except as provided in Section 4(i) of this 
Plan, the exercise price of each Option (the "Exercise Price") shall be 
determined as follows:

             (i)      For Options granted as of the First Grant Date, the 
Exercise Price per Share of each such Option shall be the average of the 
Fair Market Value of the Common Stock on the NYSE as of (A) September 30, 
1997 and (B) the First Grant Date.

             (ii)     For Options granted as of each of the Second, Third, 
Fourth, Fifth and Sixth Grant Dates, the Exercise Price per Share of each 
such Option shall be the average of the Fair Market Value of the Common 
Stock on the NYSE on each trading day during the fifteen (15) trading days 
immediately preceding such Grant Date.

     (h)     VESTING; EXERCISABILITY.  Each of the Options granted as of 
the First Grant Date shall be subject to a minimum two-year vesting period, 
each of the Options granted as of the Second Grant Date through the Fifth 
Grant Date shall be subject to a minimum one (1) year vesting period, and 
each of the Options granted as of the Sixth Grant Date shall not be subject 
to any vesting period.  The Association may impose additional vesting 
requirements pursuant to Section 3(b) of the Plan.  Once granted to 
Participants, each Option shall be exercisable upon the completion of the 
applicable vesting period until the expiration of its ten (10) year term.  

     (i)     EFFECTS OF ACQUISITION

             (i)     ACQUISITION OPTION GRANTS.   Prior to, but in no event 
later than a date which is ten (10) business days prior to the publicly-
scheduled occurrence of an Acquisition, ALPA shall deliver in writing to 
the Corporation an Allocation Statement pursuant to which Options covering 
any remaining Shares that are reserved for issuance under the Plan shall be 
granted by the Corporation as of the date immediately prior to the 
occurrence of such Acquisition.  The Options granted pursuant to this 
Section 4(i)(i) shall be granted with a term of ten (10) years computed as 
of the effective grant date of such Option, which shall be the

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date immediately prior to the Acquisition, subject to and contingent upon 
the occurrence of such Acquisition;  if such Acquisition does not occur 
then such Options shall be of no force and effect and the Shares so placed 
under option shall be available for future grants under the Plan.  The 
Options granted pursuant to this Section 4(i)(i) shall be immediately 
vested and exercisable and shall have an Exercise Price per Share equal to 
the Exercise Price per Share of the Options granted on the most recent 
Grant Date that occurred no less than six (6) months prior to a public 
announcement by a qualified purchaser to pursue a transaction with the 
Corporation that results in an Acquisition.

             (ii)     ACCELERATED VESTING.  Upon the occurrence of an 
Acquisition, all outstanding Options shall become immediately vested and 
exercisable.

     (j)     METHOD OF EXERCISE.  Options shall be exercised in 100-share 
increments (or the total number of Options in any Option Series held by a 
Participant) by 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 Option (or portion thereof) being exercised.  A 
Participant may pay such purchase price by any of the following methods: 
(i) tendering a cash payment; (ii) authorizing the Corporation to withhold 
from the Shares otherwise issuable to such Participant one or more of such 
shares having an aggregate Fair Market Value, determined as of the date of 
exercise of the Option, equal to the amount of the exercise price of the 
portion of the Option being exercised; (iii) delivering to the Corporation 
previously acquired Shares (none of which Shares may be subject to any 
claim, lien, security interest, community property right or other right of 
spouses or present or former family members, pledge, option, voting 
agreement or other restriction or encumbrance of any natures whatsoever) 
having an aggregate Fair Market Value, determined as of the date of 
exercise of the Option, equal to the amount of the exercise price of the 
portion of the Option being exercised; or (iv) a "broker cashless exercise" 
procedure under terms and procedures developed by the Committee; provided, 
that the Participant shall be responsible for payment of any and all 
brokerage commissions, fees and expenses, if any, incurred in connection 
with such exercise.

     (k)     RECORDKEEPING AND REPORTING.  The Corporation shall maintain 
at all times through the Final Expiration Date an Account Statement for 
each Participant that contains the following information: (i) the number of 
unexercised Options in each Option Series vested to the Participant, (ii) 
the number of unexercised Options in each Option Series that have not yet 
vested to the Participant and the vesting date for such Options, (iii) the 
number of previously exercised Options in each Option Series, (iv) the 
Exercise Price for each Option Series and (v) the Expiration Date of each 
Option Series.  The

                            -9-

Corporation shall provide Participants with a written cumulative Account 
Statement (i) within sixty (60) days of each Issue Date (other than the 
first Issue Date) and (ii) within sixty (60) days of each anniversary of 
the Sixth Grant Date through the Final Expiration Date.

     (l)     DEEMED EXERCISE PRIOR TO EXPIRATION.  If (i) a Participant 
maintains exercisable but unexercised Options in any Option Series on the 
day prior to the Expiration Date for such Option Series and (ii) the Fair 
Market Value of the Shares exceeds the Exercise Price for such Options on 
such date by an amount sufficient to cover the brokers' commission, fees 
and expenses in connection with the exercise of such options, then the 
Participant shall be deemed to have exercised all such Options on the 
applicable Expiration Date pursuant to the method of exercise specified in 
Section 4(j)(iv) of the Plan and the method of tax withholding specified in 
Section 6(a)(iv) of the Plan. In the event of any deemed exercise under 
this Section 4(l), the Corporation shall provide the Participant with a 
notice, in a form determined by the Committee, describing the terms of the 
exercise and providing the Participant with the net proceeds of the 
exercise.

     5.     NONTRANSFERABILITY OF OPTIONS. Options may be exercised during 
the holder's lifetime only by the holder thereof and shall not be 
transferable by the holder thereof other than by will or the laws of 
descent and distribution. 

     6.     TAX WITHHOLDING; EFFECT OF INCOME REALIZED BY PARTICIPANT.

     (a)    TAX WITHHOLDING   At the time of the exercise of an Option, the 
Corporation shall have the right to require the Participant to remit to the 
Corporation an amount sufficient to satisfy any foreign, Federal, state or 
local income, employment or other taxes required by law to be withheld with 
respect to such exercise.  A Participant may satisfy any such withholding 
tax obligation by any of the following methods: (i) tendering a cash 
payment; (ii) authorizing the Corporation to withhold from the shares 
otherwise payable to such Participant one or more of such Shares having an 
aggregate Fair Market Value, determined as of the date the withholding tax 
obligation arises equal to the amount of the total withholding tax 
obligation; (iii) delivering to the Corporation previously acquired Shares 
(none of which Shares may be subject to any claim, lien, security interest, 
community property right or other right of spouses or present or former 
family members, pledge, option, voting agreement or other restriction or 
encumbrance of any natures whatsoever) having an aggregate Fair Market 
Value, determined as of the date the withholding tax obligation arises, 
equal to the amount of the total withholding tax obligation; or (iv) a 
"broker cashless exercise" procedure; provided, that the Participant shall 
be responsible for payment of any and all brokerage commissions, fees and 
expenses, if any, incurred in connection with such exercise.  Unless 
otherwise provided for, the Corporation shall have the right to deduct any 
such taxes from any

                            -10-

payment otherwise due to the Participant.

     (b)     EFFECT OF INCOME REALIZED BY PARTICIPANT.  To the extent the 
grant or exercise of an Option results in the realization of income by any 
Participant, the amount of such realized income shall not be taken into 
account for purposes of calculating any benefit otherwise payable to the 
Participants under the terms of any employee benefit plan, program or 
arrangement of the Corporation (or any subsidiary thereof) in which the 
Participant may participate from time to time.

     7.     TERMINATION OF EMPLOYMENT/ FORFEITURES 

     (a)    DEATH, DISABILITY OR RETIREMENT.  If a Participant's employment 
with the Corporation (or any subsidiary) terminates by reason of death, 
disability or retirement, then (i) any Option held by the Participant that 
was exercisable at the time of such termination of employment shall 
continue to be exercisable until the Expiration Date of the Option; and 
(ii) any Option held by such Participant that was not yet exercisable shall 
continue to be held by such Participant (or their beneficiary in the case 
of death) and shall become exercisable at the applicable vesting date and 
thereafter shall remain exercisable through the Expiration Date of the 
Option.  For purposes of this Section 7, (i) "retirement" shall mean any 
permanent separation of employment from the Corporation (or any subsidiary) 
after the pilot has attained eligibility for commencement of any form of 
retirement benefits (including normal, early or disability) under the terms 
of the Retirement Income Plan for Pilots of US Airways, Inc.; and (ii) 
"permanent separation" or "permanent termination" shall mean the later to 
occur of the expiration of any grievance right under the collective 
bargaining agreement, or the date of a final decision by a system board of 
adjustment, following a separation of employment.  

     (b)     OTHER SEPARATION OF EMPLOYMENT.  If a Participant's employment 
with the Corporation (or any subsidiary) permanently terminates for any 
reason other than death, disability or retirement, then (i) any Option held 
by the Participant (or the Participant's beneficiary if the Participant has 
died) that was exercisable on the effective date of such permanent 
termination of employment shall remain exercisable until the Expiration 
Date of the Option; and (ii) any Option held by such Participant that was 
not yet exercisable on the effective date of the permanent termination of 
employment shall be forfeited and shall revert to the Plan for reissuance 
on the next occurring Grant Date.

     8.     ADJUSTMENT OF SHARES AND/OR OPTIONS.
 
     (a)    If during the term of the Plan and any Option granted 
hereunder, 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, changed into, or exchanged for, a

                            -11-

different number or kind of securities of the Corporation, the Option, to 
the extent that it has not been exercised, shall entitle the holder upon 
the future exercise of such Option to such number and kind of securities or 
other property subject to the terms of the Option to which he would be 
entitled had he actually owned the Shares subject to the unexercised 
portion of the Option at the time of the occurrence of such stock dividend, 
split-up, conversion, reclassification or exchange; and the aggregate 
purchase price upon the future exercise of the Option shall be the same as 
if originally optioned Shares were being purchased.  If any such event 
should occur, the number of Shares with respect to which Options remain to 
be issued shall be similarly adjusted.

     (b)     In the event the outstanding Shares receive an "extraordinary 
distribution" of, or are changed into, or are 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 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 would have been changed or exchanged had the 
Option 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 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 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.  
For purposes of this Section 8(b), the term "extraordinary distribution" 
shall mean any single dividend or other distribution to holders of Shares 
of cash payable after the effective date of this Plan, where the aggregate 
amount of such single cash dividend or distribution together with the 
amount of all cash dividends and distributions made to holders of Shares 
since the most recent previous extraordinary distribution exceeds twenty-
five percent (25%) of the aggregate Fair Market Value of all Shares 
outstanding on the record date for determining the shareholders entitled to 
such extraordinary dividend.

     (c)     In the event that the Corporation (or any subsidiary) shall 
issue to any of its employees equity-based awards or instruments 
(including, but not limited to, stock options, stock appreciation rights, 
restricted stock or equity-based performance units) relating to the Common 
Stock or make a profit sharing contribution, in any case, pursuant to an 
employee benefit or incentive plan, program or arrangement of the 
Corporation (or any subsidiary) not in existence on September 30, 1997, the 
number of Shares reserved for issuance under the Plan shall be 
appropriately adjusted to provide that Shares issued under this Plan shall 
not be diluted.  Notwithstanding the foregoing, no such adjustment

                            -12-

shall be made in the event that the Corporation (or any subsidiary) shall 
(i) make cash or other compensation payments to management personnel, or 
(ii) issue equity-based awards or instruments (including, but not limited 
to, stock options, stock appreciation rights, restricted stock or equity-
based performance units) relating to the Common Stock, up to the number of 
Shares reserved as of September 30, 1997 for issuance, including any shares 
which revert or are forfeited, pursuant to an employee benefit or incentive 
plan, program or arrangement of the Corporation (or any subsidiary) that 
was in existence on September 30, 1997. 

     9.     ISSUANCE OF SHARES AND COMPLIANCE WITH THE SECURITIES ACT.  The 
Corporation may postpone the issuance and delivery of Shares upon any 
exercise of an Option until (a) the admission of such Shares to listing on 
the NYSE and (b) the completion of such registration or other qualification 
of such Shares under any state or Federal law, rule or regulation as the 
Corporation shall determine to be necessary or advisable.  The Company 
shall makes such filings as it deems necessary to satisfy each of the 
foregoing conditions prior to January 1, 2000 (i.e., prior to the first 
date that an Option may be exercised under this Plan).  Any person 
exercising an Option 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 of an effective registration 
statement under the Securities Act of 1933, as from time to time amended, 
to issue the Shares in compliance with the provisions of that or any 
comparable act.

     10.     AMENDMENT OF THE PLAN OR AN OPTION.  The amendment or 
modification of this Plan or any Option shall be governed by the following 
rules:

     (a)     The Committee shall have the power and authority described in 
this Section to make amendments or modifications to the Plan that do not 
reduce the  dollar value of the Options and that do not contravene the 
terms contained in the following Sections of this Plan: 3, 4(a), 4(b), 4(d) 
4(f), 4(g), 4(h) 4(i), the initial sentence of 4(j), 5, 6, 7, 8, 10, 11, 
and the definitions contained in Section 2 to the extent referenced in 
those Sections.  Any such amendments shall be subject to the prior written 
approval of the Association, which shall not be unreasonably withheld (it 
being understood that such amendments or modifications shall be deemed 
approved by the Association if the Association does not provide the 
Committee a written statement of the reasons for withholding its approval 
within fifteen (15) days of the Association=s receipt of written notice of 
the proposed amendments or modifications).

     (b)     Any amendment or modification that would adversely affect the 
rights of the holder of an outstanding Option shall require the prior 
written consent of such Participant (or beneficiary thereof, if applicable) 
in order to be effective.

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     (c)     The Association shall maintain the powers specified in Section 
3(b) of the Plan.

     (d)     Except as explicitly stated in Sections 10(a), 10(b) or 10(c) 
above, the Plan and any Option granted hereunder may only be amended or 
modified in a written agreement between the Association and US Airways and 
the Corporation.

     11.     EFFECTIVENESS AND TERM OF THE PLAN.  The Plan shall become 
effective and in full force and effect upon its adoption by the Board, and 
the Plan shall terminate on the Final Expiration Date.  	

     12.     GENERAL.  Whenever state law is applicable to the Plan, the 
laws of the State of Delaware shall apply without giving effect to Delaware 
conflict of law principles.



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