Long Term Incentive Performance Program – US Airways

US AIRWAYS GROUP, INC.
2011 Long Term Incentive Performance Program
(Established Effective January 19, 2011)

Section I. Purpose

The purpose of the US Airways Group, Inc. 2011 Long Term Incentive
Performance Program (the “Program”) is to

Focus management efforts on the creation of long-term stockholder value, and

Encourage strategic decision-making by providing rewards for the long-term achievement of Company goals.

The Program sets forth the terms and conditions for cash Performance Grant
Awards to be paid to eligible officers under the US Airways Group, Inc. 2008
Equity Incentive Plan (the “Plan”).

Section II. Eligibility Criteria Service Providers who are
officers of US Airways Group, Inc. (the “Company”) or a Related Company (as that
term is defined in the Plan) whose responsibilities have a direct and
significant impact on Company results are eligible to participate in the
Program. The Compensation and Human Resources Committee of the Board of
Directors of the Company (the “Committee”) will, at its sole discretion, select
individual officers to participate in the Program (each a “Participant”).
Participation in one Performance Cycle (as such term is defined in Section IV)
under the Program does not assure participation in any other Performance Cycle.
A person who is hired by the Company (or a Related Company) as an eligible
officer or promoted to eligible officer status (whether from a non-eligible
status or another eligible officer status), in either case after the
commencement of a Performance Cycle (as such term is defined in Section IV)
shall participate in Performance Cycles on such basis, if any, as the Committee
may provide.

Section III. Award Levels Participants have the opportunity
to earn cash Awards under the Program based on the achievement of long-term
Company performance and, with certain exceptions set forth in Section V,
continued active service with the Company (or a Related Company) in an eligible
position through the date of payment of the cash Award. Threshold, target, and
maximum Award levels are set forth below. All Award levels are expressed as a
percentage of a Participant153s base salary, as in effect on the date of payment
of the cash Award.

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Award Levels Expressed as
Percentages of Base Salary

Officer Level		Threshold				Target				Maximum
CEO			38	%			125	%			200	%
President			35	%			115	%			200	%
EVP			30	%			100	%			175	%
SVP			21	%			70	%			140	%
VP			14	%			45	%			90	%

Performance below the threshold level for any Performance Cycle (as such term
is defined in Section IV) will result in no cash Award. The maximum Award for
any Performance Cycle is two times the target Award, subject to further
limitations contained in the Plan.

Section IV. Award Calculation Awards are calculated based on
Total Stockholder Return (“TSR”) of the Company over the Performance Cycle (as
such term is defined in this section) relative to the TSRs of a pre-defined
competitive peer group. TSR, for purposes of this Program, is the rate of
return, including both the price appreciation of the Company153s Common Stock or a
competitive peer company153s common stock and the reinvestment of any dividends
declared on such common stock, over the relevant Performance Cycle. In order to
smooth out market fluctuations, the average daily closing price (adjusted for
splits and dividends) for the common stock of the Company and of the companies
in the pre-defined competitive peer group for the three months prior to the
first and last days of the Performance Cycle will be used to determine TSR.
Daily closing price of a share of common stock is the stock price at the close
of trading (4:00 p.m. Eastern Time) of the national exchange (New York Stock
Exchange, the Nasdaq Stock Market or the American Stock Exchange) on which such
stock is traded.

A)

Performance Cycles

A performance cycle, over which TSR is measured, is the three-year period
beginning January 1 of a given year and ending December 31 of the second
following year (each a “Performance Cycle”). The Committee, in its sole
discretion, may authorize Performance Cycles, and it is anticipated, although
not assured, that a three-year Performance Cycle will begin each January 1. All
officers of the Company (or a Related Company) otherwise eligible to participate
in the Program will be eligible to participate in the Performance Cycle
commencing January 1, 2011, and ending December 31, 2013.

B)

Peer Group and Award Payout Percentages

The competitive peer group consists of the following eight companies: AirTran
Holdings, Inc., Alaska Air Group, Inc., AMR Corporation (the parent company of
American Airlines), Delta Air Lines, Inc., Hawaiian Holdings, Inc. (the parent
company of Hawaiian Airlines), JetBlue Airways Corporation, Southwest Airlines
Co. and UAL Corporation (the parent company of United Airlines and Continental
Airlines). Such competitive peer group is subject to modification, in the
Committee153s sole discretion, to take account of unforeseen events such as
mergers, dispositions, bankruptcies and other significant business changes.

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Award payout percentages will be based on the TSR of the Company relative to
the TSRs of competitive peer group companies, as follows:

Company TSR		Payout as a %
Relative Rank		of Base Salary
		VP				SVP				EVP				President				CEO
1-2 of 9			90	%			140	%			175	%			200	%			200	%		(Maximum)
3 of 9			75	%			117	%			150	%			172	%			175	%
4 of 9			60	%			93	%			125	%			143	%			150	%
5 of 9			45	%			70	%			100	%			115	%			125	%		(Target)
6 of 9			29	%			46	%			65	%			75	%			81	%
7 of 9			14	%			21	%			30	%			35	%			38	%		(Threshold)
8-9 of 9			0	%			0	%			0	%			0	%			0	%

Section V. Award Payment Timing, Early Payment and Separation

If the TSR of the Company is at or above the threshold for a Performance
Cycle, Awards will be paid in cash within sixty (60) days following the end of
the Performance Cycle. For example, Awards for the Performance Cycle that runs
from January 1, 2011, through December 31, 2013 will be paid no later than March
1, 2014. To receive an Award, a Participant must be in continuous active
employment with the Company (or a Related Company) through the date of payment
of the Award, unless otherwise prohibited by law. Payments will be subject to
all required federal, state, and local tax withholding. In the event a
Participant separates from service with the Company (and all Related Companies)
on account of retirement (as defined below), Disability (as defined in the Plan)
or death, the Company shall pay to the Participant (or the Participant153s estate
in the case of death), at the same time as Awards (if any) are paid to other
Participants for the same Performance Cycle, the Award that the Participant
would have earned and received (if any) with respect to solely the Performance
Cycle that ends in the calendar year in which such separation from service
occurs, had the Participant153s service continued until the Award payment date for
such Performance Cycle. For purposes of the foregoing, “retirement” shall mean
the Participant153s separation from service with the Company (and all Related
Companies) after attainment of age fifty-five (55) and completion of ten (10)
years of service with the Company (or any Related Company). Awards for any other
Performance Cycles will not be earned or paid, unless otherwise required by law.

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If the Participant separates from service with the Company (and all Related
Companies) for any reason other than retirement, Disability or death (whether
such separation is voluntary or involuntary), no Awards will be earned or paid
under the Program with respect to any Performance Cycles, unless otherwise
required by law.

Section VI. Program Administration The Program will be
administered by the Committee in accordance with the Plan and in a manner that
satisfies the requirements of Section 162(m) of the Internal Revenue Code for
qualified “performance-based” compensation. Awards generally are calculated and
distributed as provided in Sections IV and V; provided, however, that
no Award payments will be made unless the Committee certifies in writing (a) the
relative TSR ranking of the Company, (b) that all other material terms of the
Program have been satisfied and (c) that payments to each Participant in stated
amounts are appropriate under the Program.

Section VII. Absence of Program Funding; No Equity Interest
Benefits under the Program shall be paid from the general funds of the Company
(or the Related Company), and a Participant (or the Participant153s estate in the
event of death) shall be no more than an unsecured general creditor of the
Company (or the Related Company) with no special or prior right to any assets of
the Company (or the Related Company). Nothing contained in the Program shall be
deemed to give any Participant any equity or other interest in the assets,
business or affairs of the Company or any Related Company. It is not intended
that a Participant153s interest in the Program shall constitute a security or
equity interest within the meaning of any state or federal securities laws.

Section VIII. No Transferability A Participant shall not
have any right to transfer, sell, alienate, assign, pledge, mortgage,
collateralize or otherwise encumber any of the payments provided by this
Program.

Section IX. No Employment Rights This Program is not
intended to be a contract of employment. Both the Participant and the Company
and all Related Companies have the right to end their employment or other
service relationship with or without cause or notice.

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Section X. Interpretation, Amendment and Termination

The Committee shall have the power to interpret all provisions of the
Program, which interpretations shall be final and binding on all persons. The
provisions of this document shall supersede all provisions of any and all such
prior documents relating to the Program and its subject matter. However, if the
provisions of this document conflict with any provision of the Plan, the
provisions set forth in the Plan shall govern in all cases. The laws of the
State of Delaware shall govern all questions concerning the construction,
validity and interpretation of the Program, without regard to such state153s
conflict of laws rules. Notwithstanding anything herein to the contrary, if the
Participant is a “specified employee” on the date of the Participant153s
“separation from service,” as defined in the Treasury Regulation Section
1.409A-1(h) (a “Separation from Service”), any benefit or payment that
constitutes non-exempt “nonqualified deferred compensation” (within the meaning
of Section 409A of the Internal Revenue Code (“Section 409A”)) shall be delayed
in order to avoid a prohibited payment under Section 409A(a)(2)(B)(i), and any
such delayed payment shall be paid to the Participant in a lump sum during the
ten (10) day period commencing on the earlier of (i) the expiration of the
six-month period measured from the date of the Participant153s Separation from
Service, or (ii) the Participant153s death. To the greatest extent permitted under
Section 409A, any separate payment or benefit under the Program will not be
deemed to constitute “nonqualified deferred compensation” subject to Section
409A and the six-month delay requirement to the extent provided in the
exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9)
or any other applicable exception or provision of Section 409A. The Committee
reserves the right to amend or terminate the Program at any time, with or
without prior notice; provided, however, that all amendments to the
Program shall preserve the qualification of Awards under the Program as
“performance-based” compensation under Section 162(m) of the Internal Revenue
Code. Notwithstanding the foregoing, (a) except as provided in Section IV with
respect to the calculation of TSR and in the following clause (b), the Committee
may not amend the Program in a way that would materially impair the rights of a
Participant with respect to a Performance Cycle that already has begun at the
time of such amendment, except to the extent necessary to preserve the
qualification of Awards as “performance-based” compensation under Section 162(m)
of the Internal Revenue Code or unless such Participant has consented in writing
to such amendment; and (b) in the event of any act of God, war, natural
disaster, aircraft grounding, revocation of operating certificate, terrorism,
strike, lockout, labor dispute, work stoppage, fire, epidemic or quarantine
restriction, act of government, critical materials shortage, or any other act
beyond the control of the Company, whether similar or dissimilar (each a “Force
Majeure Event”), which Force Majeure Event affects the Company or its Related
Companies or other affiliates, the Committee, in its sole discretion, may (i)
terminate or (ii) suspend, delay, defer (for such period of time as the
Committee may deem necessary), or substitute any Awards due currently or in the
future under the Program, including, but not limited to, any Awards that have
accrued to the benefit of Participants but have not yet been paid, subject to
Section 409A and the regulations and guidance promulgated thereunder.

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