US Airways 2003 Annual Report Download - page 142

shares of common stock of the Company's parent, US Airways Group, Inc. ("Group") (the "Outstanding Group Common Stock") or (ii) the combined voting
power of the then outstanding voting securities of Group entitled to vote generally in the election of directors (the "Outstanding Group Voting Securities");
provided, however, that the following acquisitions shall not constitute a Change of Control: (v) any acquisition directly from Group, (w) any acquisition by
Group or any of its subsidiaries, (x) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Group or any of its
subsidiaries, (y) any acquisition by any corporation with respect to which, following such acquisition, more than 85% of, respectively, the then outstanding
shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote
generally in the election of directors, is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were
beneficial owners, respectively of the Outstanding Group Common Stock and Outstanding Group Voting Securities in substantially the same proportions as
their ownership, immediately prior to such acquisition, of the Outstanding Group Common Stock and Outstanding Group Voting Securities, as the case may
be or (z) any acquisition by an individual, entity or group that, pursuant to Rule 13d-1 promulgated under the Exchange Act, is permitted to, and actually does,
report its beneficial ownership of Outstanding Group Common Stock and Outstanding Group Voting Securities on Schedule 13G (or any successor Schedule);
provided further, that if any such individual, entity or group subsequently becomes required to or does report its ownership of Outstanding Group Common
Stock and Outstanding Group Voting Securities on Schedule 13D (or any
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