Exhibit 10.29
November 18, 1998
Mr. Xxxxxx Xxxxxxx
0000 Xxxxx Xxxx
XxXxxx, Xxxxxxxx 00000
Dear Xx. Xxxxxxx:
Reference is made to the letter agreement dated February
19, 1996 (the "Retirement 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 Retirement 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 Retirement
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) your actual
salary and bonus, or (y) your Base Salary in effect
plus an assumed bonus at the Maximum Bonus
opportunity (with "Base Salary" and "Maximum
Bonus" to be defined as set forth in the Amended
and Restated Employment Agreement dated November 18,
1998)"
2. Paragraph 2(d) of the Retirement 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 Retirement 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. In
the event of your early retirement from the Company
on or after age 60, there will be no reduction under
the early retirement reduction 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
for early commencement in the supplemental pension
benefit calculated under paragraph 1 regardless of
your age at such early retirement. Notwithstanding
the foregoing, if your employment terminates prior
to attaining age 55, you may elect to commence your
benefit immediately and elect one of the optional
payment forms set forth in paragraph 4 and such
optional payments will reflect the aforementioned
amendments to paragraphs 1, 2 and 3."
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
Retirement 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/ Xxxxxxxx X. Xxxxx
----------------------
Xxxxxxxx X. Xxxxx
Vice President, Deputy General
Counsel and Secretary
Agreed:
/s/ Xxxxxx Xxxxxxx
------------------------
Xxxxxx Xxxxxxx
US AIRWAYS GROUP, INC.
/s/ Xxxxxxxx X. Xxxxx
------------------------
Xxxxxxxx X. Xxxxx
Secretary
Mr. Xxxxxx Xxxxxxx
November 18, 1998
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