Exhibit 10.27
November 18, 1998
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Chairman
US Airways, Inc.
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Dear ▇▇▇▇▇:
Reference is made to the letter agreement dated January
22, 1996 (the "SERP Letter Agreement") between you and US
Airways, Inc. (the "Company") concerning supplemental
retirement benefits to be paid to you upon your retirement
from the Company. This letter, when countersigned by you,
will constitute an amendment to the SERP Letter Agreement.
This amendment has been approved by the Company's Board of
Directors at its meeting on November 18, 1998. The Company
agrees with you as follows:
1. Clause (ii) of paragraph 1(a) of the SERP Letter
Agreement is hereby amended in its entirety to read as
follows:
"(ii) final average earnings under the Retirement
Plan in the amount of the greater of (x)
$1,000,000 or (y) final average earnings
calculated in accordance with the Retirement Plan
based on your actual salary and bonus,"
2. Paragraph 2(d) of the SERP Letter Agreement is
hereby amended in its entirety to read as follows:
"(d) In determining the amount of your
supplemental benefit hereunder, except as
otherwise set forth in paragraph 3 hereunder,
the reduction factors, actuarial assumptions,
definitions, administrative provisions and other
applicable provisions of the Retirement Plan
will control."
3. Paragraph 3 of the SERP Letter Agreement is hereby
amended in its entirety to read as follows:
"3. The amount of supplemental pension benefit
calculated pursuant to paragraph 1 will be payable
in the event of your normal retirement from the
Company at any time following your attainment of age
65. You may elect to receive early retirement
benefits under this agreement at any time after
termination of your employment with the Company and
upon your attainment of age 55. In the event of
your early retirement from the Company on or after
age 60, there will be no reduction under the early
retirement factors set forth in the Retirement Plan
for early commencement of the payment of the
supplemental pension benefit. In the event of your
early retirement from the Company prior to age 60,
the supplemental pension benefit calculated pursuant
to paragraph 1 will be reduced for early
commencement in accordance with the early retirement
reduction factors set forth in the Retirement Plan
as if normal retirement age was age 60 and you had
30 years of service for the purposes of such
reduction so that your supplemental pension benefit
would be reduced by one-sixth of one percent for
each of the first twenty-four months and by one-
fourth of one percent for each month thereafter that
benefit commencement precedes your 60th birthday;
provided, however, that in the event of your early
retirement following a Change of Control, as defined
in your Amended and Restated Employment Agreement
dated November 18, 1998, there will be no reduction
in the supplemental pension benefit calculated under
paragraph 1 regardless of your age at such early
retirement."
4. US Airways Group, Inc., the parent of the Company,
hereby agrees that it is jointly and severally obligated for
the payment of the obligations of the Company under the SERP
Letter Agreement as amended hereby.
If you concur in the foregoing, please indicate your
agreement by signing a copy of this letter in the space
provided below.
US AIRWAYS, INC.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Vice President, Deputy General
Counsel and Secretary
Agreed:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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US AIRWAYS GROUP, INC.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Secretary
