EXHIBIT 4.2
HUMAN RESOURCES COMMITTEE
-------------------------
FIRST AMENDMENT TO THE
1996 STOCK INCENTIVE PLAN OF US AIRWAYS GROUP, INC.
(AS AMENDED AND RESTATED AS OF MAY 20, 1998)
WHEREAS, US Airways Group, Inc. (the "Company")
maintains the 1996 Stock Incentive Plan of US Airways Group,
Inc. (the "Plan"); and
WHEREAS, Section 13 of the Plan provides that the
Human Resources Committee (the "Committee") of the Board of
Directors of the Company may amend the Plan from time to
time, subject to the limitations therein, and
WHEREAS, the Company desires to amend the Plan as
provided herein.
NOW, THEREFORE, the Plan is hereby amended as
follows:
The second sentence of Section 3 of the Plan is
hereby amended by deleting the number of "5,100,000" therein
and inserting, in lieu thereof, the number "8,100,000".
This First Amendment shall be effective upon its
approval by the holders of a majority of the Shares present
or represented and entitled to vote at the 2000 annual
meeting of stockholders of the Corporation.
