US Airways 2004 Annual Report Download - page 146

SECTION 7.02 POLICY. It is the policy of the Corporation that, consistent
with the requirements of Section 101 of the Act, Non-Citizens shall not Own or
Control more than the Permitted Percentage and, if Non-Citizens nonetheless at
any time Own or Control more than the Permitted Percentage, the voting rights of
the Stock in excess of the Permitted Percentage shall be automatically suspended
in accordance with Sections 7.03 and 7.04 below.
SECTION 7.03 FOREIGN STOCK RECORD. The Corporation or any transfer agent
designated by it shall maintain a separate stock record (the "Foreign Stock
Record") in which shall be registered Stock known to the corporation to be Owned
or Controlled by Non-Citizens. The Foreign Stock Record shall include (i) the
name and nationality of each such Non-Citizen, (ii) the number of shares of
Stock Owned or controlled by such Non-Citizen and (iii) the date of registration
of such shares in the Foreign Stock Record. In no event shall shares in excess
of the Permitted Percentage be entered on the Foreign Stock Record. In the event
that the Corporation shall determine that stock registered on the Foreign Stock
Record exceeds the Permitted Percentage, sufficient shares shall be removed from
the Foreign Stock Record so that the number of shares entered therein does not
exceed the Permitted Percentage. Stock shall be removed from the Foreign Stock
Record in reverse chronological order based upon the date of registration
therein.
SECTION 7.04 SUSPENSION OF VOTING RIGHTS. If at any time the number of
shares of Stock known to the Corporation to be Owned or Controlled by
Non-Citizens exceeds the Permitted Percentage, the voting rights of Stock Owned
or Controlled by Non-Citizens and not registered on the Foreign Stock Record at
the time of any vote or action of the stockholders of the Corporation shall,
without further action by the Corporation, be suspended. Such suspension of
voting rights shall automatically terminate upon the earlier of the (i) transfer
of such shares to a person or entity who is not a Non-Citizen, or (ii)
registration of such shares on the Foreign Stock Record, subject to the final
sentence of Section 7.03.
SECTION 7.05 BENEFICIAL OWNERSHIP INQUIRY.
(a) The Corporation may by notice in writing (which may be
included in the form of proxy or ballot distributed to stockholders in
connection with the annual meeting or any special meeting of the stockholders of
the Corporation, or otherwise) require a person that is a holder of record of
Stock or that the Corporation knows to have, or has reasonable cause to believe
has, Beneficial Ownership of Stock to certify in such manner as the Corporation
shall deem appropriate (including by way of execution of any form of proxy or
ballot of such person) that, to the knowledge of such person:
(i) all Stock as to which such person has record ownership
or Beneficial Ownership is owned and controlled only by Citizens of the United
States; or
(ii) the number and class or series of Stock owned of record
or Beneficially Owned by such person that is owned or controlled by Non-Citizens
is as set forth in such certificate.
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