<PAGE> 1
As filed with the Securities and Exchange Commission on
June 16, 1998
Registration No.
______________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1993
________
AMR CORPORATION
(Exact Name of Registrant as Specified in Its
Charter)
Delaware 75-1825172
(State of Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
4333 Amon Carter Boulevard
Fort Worth, Texas 76155
(Address of Principal Executive Offices)
AMR CORPORATION
1998 LONG-TERM INCENTIVE PLAN
(Full Title of Plan)
___________
Anne H. McNamara, Esq.
Senior Vice President and General Counsel
AMR Corporation
4333 Amon Carter Boulevard
Fort Worth, Texas 76155
(817) 963-1234
(Name and Address including Zip Code, and Telephone
Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered Offering aggregate Fee (2)
Registered (1) Price per Offering
Share (2) Price
(1) (2)
Common 10,000,000 $78.09375 $780,937,500 $230,377
Stock, shares
par value
$1.00 per
share
(1) There are also registered hereby such indeterminate number
of shares of Common Stock as may be issuable by reason of
operation of anti-dilution provisions of the 1998 Long-Term
Incentive Plan described herein.
(2) Calculated pursuant to Rule 457(h), based on the average of
the high and low prices of AMR Corporation Common Stock on
June 12, 1998, as reported in a summary of composite
transactions for securities listed on the New York Stock
Exchange.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual
Information*
* Information required by Part I to be contained
in the Section 10(a) prospectus is omitted from the
registration statement in accordance with Rule 428
under the Securities Act of 1933, as amended, and the
Note to Part I of Form S-8.
PART II
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by the Registrant with
the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this registration statement.
(1) The Registrant's Annual Report on Form 10-K/A No. 1
for the fiscal year ended December 31, 1997 filed with the
Commission pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act").
(2) The Registrant's Quarterly Report on Form 10-Q/A No. 1,
for the quarter ended March 31, 1998 filed with the Commission
pursuant to Section 13(a) or 15(d) of the Exchange Act.
(3) The Registrant's Current Report on Form 8-K filed
with the Commission pursuant to Section 13(a) or 15(d)
of the Exchange Act on April 15, 1998
(4) The Registrant's Current Report on Form 8-K filed
with the Commission pursuant to Section 13(a) or 15(d)
of the Exchange Act on May 20, 1998.
(5) The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on Form
8-B, as filed with the Commission on September 29, 1982.
In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of
filing of such documents.
<PAGE> 3
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Anne H. McNamara has rendered an opinion as to the
legality of the Common Stock being registered hereby. Mrs.
McNamara is the Senior Vice President and General Counsel of the
Registrant.
Item 6. Indemnification of Officers and Directors.
Section 145 of the Delaware General Corporation Law
(the "DGCL") permits a Delaware corporation to include a
provision in its Certificate of Incorporation, and the Company's
Certificate of Incorporation so provides, which eliminates or
limits the personal liability of a director to a corporation or
its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision may not
eliminate or limit the liability of a director: (i) for any such
of the director's duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith, or
which involve intentional misconduct or a knowing violation of
law; (iii) under Section 174 of the DGCL, which makes directors
personally liable for unlawful dividends or unlawful stock
repurchases or redemptions; or (iv) for any transaction from
which the director derives an improper personal benefit.
Under the DGCL and the Company's Certificate of
Incorporation, directors and officers may be indemnified against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with any threatened,
pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative (other than an action
by or in the right of the corporation (a "derivative action")) if
they acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interest of the Company and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. In
derivative actions, indemnification extends only to expenses
(including attorneys' fees) incurred in connection with defense
or settlement of such an action and, in the event such person
shall have been adjudged to be liable to the corporation, only to
the extent that a proper court shall have determined that such
person is fairly and reasonably entitled to indemnity for such
expenses.
The Company's officers and directors are also insured
against claims arising out of the performance of their duties in
the aforementioned capacities.
Item 8. Exhibits.
4.1 AMR Corporation 1998 Long-Term Incentive Plan
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5.1 Opinion of Anne H. McNamara, Senior Vice President
and General Counsel of the Registrant.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Anne H. McNamara (included as part of
Exhibit 5.1).
24.1 Powers of Attorney
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made of the securities registered hereby, a post-
effective amendment to this registration statement:
vi) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
vi) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this registration statement;
vi) To include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in
paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and
Exchange Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
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The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of Registrants's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirement for filing on Form S-
8 and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Fort Worth, State of Texas, on this 16th day of June,
1998.
AMR CORPORATION
By: /s/ Anne H. McNamara
Anne H. McNamara
Senior Vice President and
General Counsel
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Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
Signatures Title Date
* Chairman of the June 16, 1998
Donald J. Carty Board, President and
Chief Executive
Officer (Principal
Executive Officer)
* Senior Vice President June 16, 1998
Gerard J. Arpey and Chief Financial
Officer (Principal
Financial and
Accounting Officer)
* Director June 16, 1998
David L. Boren
* Director June 16, 1998
Edward A. Brennan
* Director June 16, 1998
Armando M. Codina
* Director June 16, 1998
Charles T. Fisher, III
* Director June 16, 1998
Earl G. Graves
* Director June 16, 1998
Dee J. Kelly
* Director June 16, 1998
Ann D. McLaughlin
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* Director June 16, 1998
Charles H. Pistor, Jr.
* Director June 16, 1998
Joe M. Rodgers
* Director June 16, 1998
Judith Rodin
* Director June 16, 1998
Maurice Segall
* By:/s/ Charles D. MarLett
Charles D. MarLett
Attorney-in-Fact
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This document constitutes part of a prospectus covering securities
that have been registered under the Securities Act of 1933
AMR CORPORATION
1998 LONG TERM INCENTIVE PLAN
This document is delivered in accordance with Section 10(a)
of the Securities Act of 1933
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AMR CORPORATION
1998 LONG TERM INCENTIVE PLAN
SECTION 1. Purpose, Definitions.
The purpose of the AMR Corporation 1998 Long Term Incentive
Plan (the "Plan") is to enable AMR Corporation (the "Company") to
attract, retain and reward key employees of the Company and its
Subsidiaries and Affiliates, and strengthen the mutuality of
interests between such key employees and the Company's
shareholders, by offering such key employees performance-based
stock incentives and/or other equity interests or equity-based
incentives in the Company, as well as performance-based
incentives payable in cash.
For purposes of the Plan, the following terms shall be
defined as set forth below:
(a) "Affiliate" means any entity other than the Company and
its Subsidiaries that is designated by the Board as a
participating employer under the Plan, provided that the Company
directly or indirectly owns at least twenty percent (20%) of the
combined voting power of all classes of stock of such entity or
at least twenty percent (20%) of the ownership interests in such
entity.
(b) "Board" means the Board of Directors of the Company.
(c) "Book Value" means, as of any given date, on a per
share basis (1) the Stockholders' Equity in the Company as of the
end of the immediately preceding fiscal year as reflected in the
Company's consolidated balance sheet, subject to such adjustments
as the Committee shall specify, divided by (2) the number of then
outstanding shares of Stock as of such year-end date (as adjusted
by the Committee for subsequent events).
(d) "Cause" means a felony conviction of a participant or
the failure of a participant to contest prosecution for a felony,
or a participant's willful misconduct or dishonesty, any of which
is directly and materially harmful to the business or reputation
of the Company or any Subsidiary or Affiliate.
(e) "Code" means the Internal Revenue Code of 1986, as
amended from time to time, and any successor thereto.
(f) "Committee" means the Committee referred to in Section
2 of the Plan. If at any time no Committee shall be in office,
then the functions of the Committee specified in the Plan shall
be exercised by the Board.
(g) "Company" means AMR Corporation, a corporation
organized under the laws of the State of Delaware, or any
successor corporation.
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(h) "Deferred Stock" means an award made pursuant to
Section 8 below of the right to receive Stock at the end of a
specified deferral period.
(i) "Disability" means disability as determined under
procedures established by the Committee for purposes of this
Plan.
(j) "Early Retirement" means retirement, with the express
consent for purposes of this Plan of the Company at or before the
time of such retirement, from active employment with the Company
and any Subsidiary or Affiliate.
(k) "Exchange Act" means the Securities Exchange Act of
1934, as amended from time to time, and any successor thereto.
(l) "Fair Market Value" means, as of any given date, unless
otherwise determined by the Committee in good faith, the mean
between the highest and lowest quoted selling price, regular way,
of the Stock on the New York Stock Exchange or, if no such sale
of Stock occurs on the New York Stock Exchange on such date, the
fair market value of the Stock as determined by the Committee in
good faith.
(m) "Incentive Stock Option" means any Stock Option
intended to be and designated as an "Incentive Stock Option"
within the meaning of Section 422 of the Code.
(n) "Non-Qualified Stock Option" means any Stock Option
that is not an Incentive Stock Option.
(o) "Normal Retirement" means retirement from active
employment with the Company and any Subsidiary or Affiliate
pursuant to the applicable retirement provisions of the
applicable pension plan of such entity.
(p) "Other Stock Based Award" means an award under Section
10 below that is valued in whole or in part by reference to, or
is otherwise based on, Stock.
(q) "Performance Related Awards" means an award made
pursuant to Section 11 of Restricted Stock, Deferred Stock or
Other Stock Based Awards upon the determination by the Committee
that performance objectives established by the Committee have
been attained, in whole or in part.
(r) "Plan" means this AMR Corporation 1998 Long Term
Incentive Plan, as may be amended from time to time.
(s) "Restricted Stock" means an award of shares of Stock
that is subject to restrictions under Section 7 below.
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(t) "Retirement" means Normal or Early Retirement.
(u) "Stock" means the Common Stock, $1.00 par value per
share, of the Company.
(v) "Stock Appreciation Right" means the right pursuant to
an award granted under Section 6 below to surrender to the
Company all (or a portion) of a Stock Option in exchange for an
amount equal to the difference between (i) the Fair Market Value,
as of the date such Stock Option (or such portion thereof) is
surrendered, of the shares of Stock covered by such Stock Option
(or such portion thereof), subject, where applicable, to the
pricing provisions in Section 6(b)(ii) and (ii) the aggregate
exercise price of such Stock Option (or such portion thereof).
(w) "Stock Option" or "Option" means any option to purchase
shares of Stock (including Restricted Stock and Deferred Stock,
if the Committee so determines) granted pursuant to Section 5
below.
(x) "Stock Purchase Right" means the right to purchase
Stock pursuant to Section 9.
(y) "Subsidiary" means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the
Company if each of the corporations (other than the last
corporation in the unbroken chain) owns stock possessing fifty
percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain.
In addition, the terms "Performance Criteria", "Change in
Control," "Potential Change in Control" and "Change in Control
Price" shall have the meanings set forth, respectively, in
Sections 11(a), 12(b), (c) and (d) below.
SECTION 2. Administration.
The Plan shall be administered by a committee of not less
than two members of the Board, who shall be appointed by, and
serve at the pleasure of, the Board. In selecting the members of
the Committee, the Board shall take into account the requirements
for the members of the Committee to be treated as "Outside
Directors" within the meaning of Section 162(m) of the Code and
"Non-Employee Directors" for purposes of Rule 16b-3, as
promulgated under Section 16 of the Exchange Act. The functions
of the Committee specified in the Plan shall be exercised by the
Board, if and to the extent that no Committee exists which has
the authority to so administer the Plan, or to the extent that
the Committee is not comprised solely of Non-Employee Directors
for purposes of Rule 16b-3, as promulgated under Section 16 of
the Exchange Act.
The Committee shall have full authority to grant, pursuant
to the terms of the Plan, to officers and other key employees
eligible under Section 4: (i) Stock Options and Incentive Stock
Options; (ii) Stock Appreciation Rights; (iii) Restricted Stock;
(iv) Deferred Stock; (v) Stock Purchase Rights (vi) Other Stock
Based Awards; and/or (vii) Performance Related Awards
(collectively, the "LTIP Awards").
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In particular the Committee shall have the authority:
(i) to select the officers and other key employees of
the Company and its Subsidiaries and Affiliates to whom LTIP
Awards may from time to time be granted hereunder;
(ii) to determine whether and to what extent LTIP
Awards, or any combination thereof, are to be granted
hereunder to one or more eligible employees;
(iii) subject to the provisions of Sections 3, 5 and
11, to determine the number of shares to be covered by each
such award granted hereunder;
(iv) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any award
granted hereunder (including, but not limited to, the share
price and any restriction or limitation, or any vesting
acceleration or waiver of forfeiture restrictions regarding
any Stock Option or other award and/or the shares of Stock
relating thereto, based in each case on such factors as the
Committee shall determine in its sole discretion);
(v) to determine whether, to what extent and under
what circumstances a Stock Option may be settled in cash,
Restricted Stock and/or Deferred Stock under Section 5(k) or
5(1), as applicable, instead of Stock;
(vi) to determine whether, to what extent and under
what circumstances an award of Restricted Stock or Deferred
Stock may be settled in cash;
(vii) to determine whether, to what extent and under
what circumstances Option grants and/or other awards under
the Plan and/or other cash awards made by the Company are to
be made, and operate, on a tandem basis vis-a-vis other
awards under the Plan and/or cash awards made outside of the
Plan, or on an additive basis;
(viii) to determine whether, to what extent and under
what circumstances Stock and other amounts payable with
respect to an award under this Plan shall be deferred either
automatically or at the election of the participant
(including providing for and determining the amount (if any)
of any deemed earnings on any deferred amount during any
deferral period);
(ix) to determine the terms and restrictions
applicable to Stock Purchase Rights and the Stock purchased
by exercising such Rights;
(x) with respect to an award of Restricted Stock, to
determine whether the right to vote will be granted with
such award and/or whether any dividends declared with
respect to such award will be paid in cash, additional
Restricted Stock, Deferred Stock, Other Stock Based Awards,
or not at all; and
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(xi) with respect to an award of Deferred Stock, to
determine whether any dividends declared with respect to
such award will be paid in cash, Restricted Stock,
additional Deferred Stock, Other Stock Based Awards, or not
at all.
The Committee shall have the authority: to adopt, alter and
repeal such rules, guidelines and practices governing the Plan as
it shall, from time to time, deem advisable; to interpret the
terms and provisions of the Plan and any award issued under the
Plan (and any agreements relating thereto); and to otherwise
supervise the administration of the Plan.
All decisions made by the Committee pursuant to the
provisions of the Plan shall be made in the Committee's sole
discretion and shall be final and binding on all persons,
including the Company and Plan participants.
SECTION 3. Stock Subject to Plan.
The total number of shares of Stock reserved and available
for distribution under the Plan shall be 5,000,000 shares, plus
any shares remaining available for issuance under the 1988 Long
Term Incentive Plan, as amended, as of the Effective Date hereof.
Such shares may consist, in whole or in part, of authorized and
unissued shares or treasury shares.
Subject to Section 6(b)(iv) below, if any shares of Stock
that have been optioned cease to be subject to a Stock Option, or
if any such shares of Stock that are subject to any Restricted
Stock or Deferred Stock award, Stock Purchase Right, Other Stock
Based Award or Performance Related Award granted hereunder or
granted under the 1988 Long Term Incentive Plan, as amended, are
forfeited or any such award otherwise terminates without a
payment being made to the participant in the form of Stock or
cash equivalent value, such shares shall again be available for
distribution in connection with future awards under the Plan.
In the event of any merger, reorganization, consolidation,
recapitalization, Stock dividend, Stock split or other change in
corporate structure affecting the Stock, such substitution or
adjustment shall be made in the aggregate number of shares
reserved for issuance under the Plan, in the number and option
price of shares subject to outstanding Options granted under the
Plan, in the number and purchase price of shares subject to
outstanding Stock Purchase Rights under the Plan, and in the
number of shares subject to other outstanding awards granted
under the Plan as may be determined to be appropriate by the
Committee, in its sole discretion, provided that the number of
shares subject to any award shall always be a whole number. Such
adjusted option price shall also be used to determine the amount
payable by the Company upon the exercise of any Stock
Appreciation Right associated with any Stock Option.
SECTION 4. Eligibility.
Officers and other key employees of the Company and its
Subsidiaries and Affiliates (but excluding members of the
Committee and any person who serves only as a director) who are
<PAGE> 14
responsible for, or contribute to, the management, growth and/or
profitability of the business of the Company and/or its
Subsidiaries and Affiliates are eligible for awards under the
Plan.
SECTION 5. Stock Options.
Stock Options may be granted alone, in addition to, or in
tandem with, other awards granted under the Plan. Any Stock
Option granted under the Plan shall be in such form as the
Committee may from time to time approve.
Stock Options granted under the Plan may be of two types:
(i) Incentive Stock Options and (ii) Non-Qualified Stock Options.
The Committee shall have the authority to grant to any
optionee Incentive Stock Options, Non-Qualified Stock Options, or
both types of Stock Options (in each case with or without Stock
Appreciation Rights); provided that, in no event shall the number
of shares of Stock subject to any Stock Options granted to any
employee during any calendar year exceed 250,000 shares, as such
number may be adjusted pursuant to Section 3.
Options granted under the Plan shall be subject to the
following terms and conditions and shall contain such additional
terms and conditions, not inconsistent with the terms of the
Plan, as the Committee shall deem desirable:
(a) Option Price. The option price per share of Stock
purchasable under a Stock Option shall be determined by the
Committee at the time of grant.
(b) Option Term. The term of each Stock Option shall be
fixed by the Committee, but no Stock Option shall be exercisable
more than ten (10) years after the date the Option is granted.
(c) Exercisability. Stock Options shall be exercisable at
such time or times and subject to such terms and conditions as
shall be determined by the Committee; provided, however, that
except as determined by the Committee, no Stock Option shall be
exercisable prior to the first anniversary date of the granting
of the Option. If the Committee provides, in its sole
discretion, that any Stock Option is exercisable only in
installments, the Committee may waive such installment exercise
provisions at any time in whole or in part, based on such factors
as the Committee shall determine, in its sole discretion.
(d) Method of exercise. Subject to whatever installment
exercise provisions apply under Section 5(c) and subject to
whatever restrictions may be imposed by the Company, Stock
Options may be exercised in whole or in part at any time during
the option period, by giving written notice of exercise to the
Company specifying the number of shares to be purchased.
Such notice shall be accompanied by payment in full of the
purchase price. Without limiting the generality of the
foregoing, payment of the option price may be made (i) in cash or
its
<PAGE> 15
equivalent, (ii) by exchanging shares of Stock owned by the
optionee (which are not the subject of any pledge or other
security interest), including in the case of a Non-Qualified
Stock Option, Restricted Stock or Deferred Stock subject to an
award hereunder (or an award under the terms of the 1988 Long
Term Incentive Plan, as amended), (iii) through an arrangement
with a broker approved by the Company whereby payment of the
exercise price is accomplished with the proceeds of the sale of
Stock, or (iv) by any combination of the foregoing, provided that
the combined value of all cash and cash equivalents paid and the
Fair Market Value of any such Stock so tendered to the Company,
valued as of the date of such tender, is at least equal to such
option price.
If payment of the option exercise price of a Non-Qualified
Stock Option is made in whole or in part in the form of
Restricted Stock or Deferred Stock, such Restricted Stock or
Deferred Stock (and any replacement shares relating thereto)
shall remain (or be) restricted or deferred, as the case may be,
in accordance with the original terms of the Restricted Stock
award or Deferred Stock award in question, and any additional
Stock received upon the exercise shall be subject to the same
forfeiture restrictions or deferral limitations, unless otherwise
determined by the Committee, in its sole discretion.
No shares of Stock shall be issued until full payment
therefor has been made. An optionee shall generally have the
rights to dividends or other rights of a shareholder with respect
to shares subject to the Option when the optionee has given
written notice of exercise, has paid in full for such shares,
and, if requested, has given the representation described in
Section 15(a).
(e) Transferability of Options. Unless the Committee shall
permit (on such terms and conditions as it shall establish) an
Option to be transferred to a member of the Participant's
immediate family or to a trust or similar vehicle for the benefit
of such immediate family members, no Option shall be assignable
or transferable except by will or the laws of descent and
distribution, and except to the extent required by law, no right
or interest of any Participant shall be subject to any lien,
obligation or liability of the Participant.
(f) Termination by Death. Subject to Section 5(j), if an
optionee's employment by the Company and any Subsidiary or
Affiliate terminates by reason of death, any Stock Option held by
such optionee may thereafter be exercised in accordance with the
terms and conditions established by the Committee.
(g) Termination by Reason of Disability. Subject to
Section 5(j), if an optionee's employment by the Company and any
Subsidiary or Affiliate terminates by reason of Disability, any
Stock Option held by such optionee may thereafter be exercised by
the optionee in accordance with the terms and conditions
established by the Committee. In the event of termination of
employment by reason of Disability, if an Incentive Stock Option
is exercised after the expiration of the exercise periods that
apply for purposes of Section 422 of the Code, such Stock Option
will thereafter be treated as a Non-Qualified Stock Option.
<PAGE> 16
(h) Termination by Reason of Retirement. Subject to
Section 5(j), if an optionee's employment by the Company and any
Subsidiary or Affiliate terminates by reason of Normal or Early
Retirement, any Stock Option held by such optionee may thereafter
be exercised by the optionee in accordance with the terms and
conditions established by the Committee. In the event of
termination of employment by reason of Retirement, if an
Incentive Stock Option is exercised after the expiration of the
exercise periods that apply for purposes of Section 422 of the
Code, such Stock Option will thereafter be treated as a Non-
Qualified Stock Option.
(i) Other Termination. Unless otherwise determined by the
Committee, if an optionee's employment by the Company or any
Subsidiary or Affiliate terminates for any reason other than
death, Disability or Normal or Early Retirement, the Stock Option
shall thereupon terminate.
(j) Incentive Stock Options. Anything in the Plan to the
contrary notwithstanding, no term of this Plan relating to
Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be
so exercised, so as to disqualify the Plan under Section 422 of
the Code, or, without the consent of the optionee(s) affected, to
disqualify any Incentive Stock Option under such Section 422.
(k) Buyout Provisions. The Committee may at any time offer
to buy out for a payment in cash, Stock, Deferred Stock or
Restricted Stock, an option previously granted hereunder, based
on such terms and conditions as the Committee shall establish and
communicate to the participant at the time that such offer is
made.
(l) Settlement Provisions. If the option agreement so
provides at grant or is amended after grant, and prior to the
exercise, to so provide (with the optionee's consent), the
Committee may require that all or part of the shares to be issued
with respect to the spread value of an exercised Option take the
form of Deferred or Restricted Stock, which shall be valued on
the date of exercise on the basis of the Fair Market Value (as
determined by the Committee) of such Deferred or Restricted Stock
determined without regard to the deferral limitations and/or the
forfeiture restrictions involved.
SECTION 6. Stock Appreciation Rights.
(a) Grant and Exercise. Stock Appreciation Rights may be
granted in conjunction with all or part of any Stock Option
granted under the Plan. In the case of a Non-Qualified Stock
Option, such rights may be granted either at or after the time of
the grant of such Stock Option. In the case of an Incentive
Stock Option, such rights may be granted only at the time of
grant of such Stock Option.
A Stock Appreciation Right or applicable portion thereof
granted with respect to a given Stock Option shall terminate and
no longer be exercisable upon the termination or exercise of the
related Stock Option, subject to such provisions as the Committee
may specify at grant where a
<PAGE> 17
Stock Appreciation Right is granted with respect to less than the
full number of shares covered by a related Stock Option.
A Stock Appreciation Right may be exercised by an optionee,
subject to Section 6(b), in accordance with the procedures
established by the Committee for such purposes. Upon such
exercise, the optionee shall be entitled to receive an amount
determined in the manner prescribed in Section 6(b). Stock
Options relating to exercised Stock Appreciation Rights shall no
longer be exercisable to the extent that the related Stock
Appreciation Rights have been exercised.
(b) Terms and Conditions. Stock Appreciation Rights shall
be subject to such terms and conditions, not inconsistent with
the provisions of the Plan, as shall be determined from time to
time by the Committee, including the following:
(i) Stock Appreciation Rights shall be exercisable
only at such time or times and to the extent that the Stock
Options to which they relate shall be exercisable in
accordance with the provisions of Section 5 and this Section
6 of the Plan.
(ii) Upon the exercise of a Stock Appreciation Right,
an optionee shall be entitled to receive an amount in cash
and/or shares of Stock equal in value to the excess of the
Fair Market Value of one share of Stock over the option
price per share specified in the related Stock Option
multiplied by the number of shares in respect of which the
Stock Appreciation Right shall have been exercised, with the
Committee having the right to determine the form of payment.
When payment is to be made in shares, the number of shares
to be paid shall be calculated on the basis of the Fair
Market Value of the shares on the date of exercise.
(iii) Stock Appreciation Rights shall be transferable
only when and to the extent that the underlying Stock Option
would be transferable under Section 5(e) of the Plan.
(iv) Upon the exercise of a Stock Appreciation Right,
the Stock Option or part thereof to which such Stock
Appreciation Right is related shall be deemed to have been
exercised for the purpose of the limitation set forth in
Section 3 of the Plan on the number of shares of Stock to be
issued under the Plan, but only to the extent of the number
of shares issued under the Stock Appreciation Right at the
time of exercise based on the value of the Stock
Appreciation Right at such time.
(v) The Committee, in its sole discretion, may provide
that, in the event of a Change in Control and/or a Potential
Change in Control, the amount to be paid upon the exercise
of a Stock Appreciation Right shall be based on the Change
in Control Price, subject to such terms and conditions as
the Committee may specify at grant.
<PAGE> 18
SECTION 7. Restricted Stock
(a) Administration. Shares of Restricted Stock may be
issued either alone, in addition to, or in tandem with, other
awards granted under the Plan and/or awards made outside of the
Plan. The Committee shall determine the eligible persons to
whom, and the time or times at which, grants of Restricted Stock
will be made, the number of shares to be awarded, the price (if
any) to be paid by the recipient of Restricted Stock (subject to
Section 7(b)), the time or times within which such awards may be
subject to forfeiture, and all other terms and conditions of the
awards.
The Committee may condition the grant of Restricted Stock
upon the attainment of specified Performance Criteria or such
other factors as the Committee may determine, in its sole
discretion.
The provisions of Restricted Stock awards need not be the
same with respect to each recipient.
(b) Awards and Certificates. The prospective recipient of
a Restricted Stock award shall not have any rights with respect
to such award, unless and until such recipient has executed an
agreement evidencing the award and has delivered a fully executed
copy thereof to the Company, and has otherwise complied with the
applicable terms and conditions of such award.
(i) The purchase price for shares of Restricted Stock
shall be equal to or less than their par value and may be
zero.
(ii) Awards of Restricted Stock must be accepted
within a reasonable period (or such specific period as the
Committee may specify at grant) after the award date, by
executing a Restricted Stock Award Agreement and paying
whatever price (if any) is required under Section 7(b)(i).
(iii) Each participant receiving a Restricted Stock
award shall be issued a stock certificate in respect of such
shares of Restricted Stock. Such certificate shall be
registered in the name of such participant, and shall bear
an appropriate legend referring to the terms, conditions,
and restrictions applicable to such award.
(iv) The Committee shall require that the stock
certificates evidencing such shares be held in custody by
the Company until the restrictions thereon shall have
lapsed, and that, as a condition of any Restricted Stock
award, the participant shall have delivered a stock power,
endorsed in blank, relating to the Stock covered by such
award.
(c) Restrictions and Conditions. The shares of Restricted
Stock awarded pursuant to this Section 7 shall be subject to the
following restrictions and conditions:
(i) Subject to the provisions of this Plan and the
award agreement, during a period set by the Committee
commencing with the date of such award (the "Restriction
Period"), the participant shall not be permitted to sell,
transfer, pledge or assign shares of Restricted
<PAGE> 19
Stock awarded under the Plan. Within these limits, the
Committee, in its sole discretion, may provide for the lapse
of such restrictions in installments and may accelerate or
waive such restrictions in whole or in part, based on
service, Performance Criteria and/or such other factors as
the Committee may determine, in its sole discretion.
(ii) If and when the Restriction Period expires
without a prior forfeiture of the Restricted Stock subject
to such Restriction Period, certificates for an appropriate
number of unrestricted shares shall be delivered to the
participant promptly (unless the Committee decides pursuant
to Section 2(vi) to settle the award in cash).
(iii) The voting rights and/or dividend rights, if any,
of the Restricted Stock award established by the Committee
pursuant to Section 2(x).
(d) Minimum Value Provisions. In order to better ensure
that award payments actually reflect the performance of the
Company and service of the participant, the Committee may
provide, in its sole discretion, for a tandem performance-based
or other award designed to guarantee a minimum value, payable in
cash or Stock to the recipient of a Restricted Stock award,
subject to such Performance Criteria, future service, deferral
and other terms and conditions as may be specified by the
Committee.
SECTION 8. Deferred Stock.
(a) Administration. Deferred Stock may be awarded either
alone, in addition to, or in tandem with, other awards granted
under the Plan and/or awards made outside of the Plan. The
Committee shall determine the eligible persons to whom and the
time or times at which Deferred Stock shall be awarded, the
number of shares of Deferred Stock to be awarded to any person,
the duration of the period (the "Deferral Period") during which,
and the conditions under which, receipt of the Stock will be
deferred, and the other terms and conditions of the award in
addition to those set forth in Section 8(b).
The Committee may condition the grant of Deferred Stock upon
the attainment of specified Performance Criteria or such other
factors or criteria as the Committee shall determine, in its sole
discretion.
The provisions of Deferred Stock awards need not be the same
with respect to each recipient.
(b) Terms and Conditions. The shares of Deferred Stock
awarded pursuant to this Section 8 shall be subject to the
following terms and conditions:
(i) Subject to the provisions of this Plan and the
award agreement referred to in Section 8(b)(iv) below,
Deferred Stock awards may not be sold, assigned,
transferred, pledged or otherwise encumbered during the
Deferral Period. At the expiration of the
<PAGE> 20
Deferral Period (or the Elective Deferral Period referred to
in Section 8(b)(iii), where applicable), stock certificates
shall be delivered to the participant, or his legal
representative, in a number equal to the shares covered by
the Deferred Stock award (unless the Committee decides
pursuant to Section 2(vi) to settle the award in cash).
(ii) Based on service, Performance Criteria and/or
such other factors as the Committee may determine, the
Committee may, accelerate the vesting of all or any part of
any Deferred Stock award and/or waive the deferral
limitations for all or any part of such award.
(iii) A participant may elect to further defer receipt
of an award (or an installment of an award) for a specified
period or until a specified event (the "Elective Deferral
Period"), subject in each case to such terms as are
determined by the Committee, all in its sole discretion.
Subject to any exceptions adopted by the Committee, such
election must generally be made at least twelve (12) months
prior to completion of the Deferral Period for such Deferred
Stock award (or such installment).
(iv) Each award shall be confirmed by, and subject to
the terms of, a Deferred Stock agreement executed by the
Company and the participant.
(v) The dividend rights, if any, of the Deferred Stock
award established by the Committee pursuant to Section
2(xi).
(c) Minimum Value Provisions. In order to better ensure
that award payments actually reflect the performance of the
Company and service of the participant, the Committee may
provide, in its sole discretion, for a tandem performance-based
or other award designed to guarantee a minimum value, payable in
cash or Stock to the recipient of a Deferred Stock award, subject
to such performance, future service, deferral and other terms and
conditions as may be specified by the Committee.
SECTION 9. Stock Purchase Rights.
(a) Awards and Administration. The Committee may grant
eligible participants Stock Purchase Rights which shall enable
such participants to purchase Stock (including Deferred Stock and
Restricted Stock) at price(s) determined by the Committee at or
after grant, in its sole discretion
The Committee shall also impose such deferral, forfeiture
and/or other terms and conditions as it shall determine, in its
sole discretion, on such Stock Purchase Rights or the exercise
thereof.
The terms of Stock Purchase Rights awards need not be the
same with respect to each participant.
<PAGE> 21
Each Stock Purchase Right award shall be confirmed by, and
be subject to the terms of, a Stock Purchase Rights agreement.
(b) Exercisability. Stock Purchase Rights shall be
exercisable for such period after grant as is determined by the
Committee.
SECTION 10. Other Stock Based Awards.
(a) Administration. Other awards of Stock and other awards
that are valued in whole or in part by reference to, or are
otherwise based on, Stock ("Other Stock Based Awards"),
including, without limitation, stock purchase rights, performance
shares, convertible preferred stock, convertible debentures,
exchangeable securities and Stock awards or options valued by
reference to Book Value or subsidiary performance, may be granted
either alone, in addition to, or in tandem with, Stock Options,
Stock Appreciation Rights, Restricted Stock, Deferred Stock,
Stock Purchase Rights or Performance Related Awards granted under
the Plan and/or cash awards made outside of the Plan.
Subject to the provisions of the Plan, the Committee shall
have authority to determine the persons to whom and the time or
times at which such awards shall be made, the amount of such
awards, and all other conditions of the awards including any
dividend and/or voting rights. The Committee may also provide
for the grant of Stock upon the completion of a specified
performance period.
The provisions of Other Stock Based Awards need not be the
same with respect to each recipient.
(b) Terms and Conditions. Other Stock Based Awards made
pursuant to this Section 10 shall be subject to the following
terms and conditions:
(i) Subject to the provisions of this Plan and the
award agreement referred to in Section 10(b)(ii) below,
awards made under this Section 10 may not be sold, assigned,
transferred, pledged or otherwise encumbered prior to the
date on which any shares are issued or amounts are paid, or,
if later, the date on which any applicable restriction,
performance or deferral period lapses.
(ii) Each award under this Section 10 shall be
confirmed by, and subject to the terms of, an agreement or
other instrument by the Company and by the participant.
(iii) Stock (including securities convertible into
Stock) issued on a bonus basis under this Section 10 may be
issued for no cash consideration. Stock (including
securities convertible into Stock) purchased pursuant to a
purchase right awarded under this Section 10 shall be
purchased at price(s) determined by the Committee, in its
sole discretion.
<PAGE> 22
SECTION 11. Performance Related Awards.
(a) Performance Objectives. Notwithstanding anything else
contained in the Plan to the contrary, unless the Committee
otherwise determines at the time of grant, any award of
Restricted Stock, Deferred Stock or Other Stock Based Awards to
an officer who is subject to the reporting requirements of
Section 16(a) of the Exchange Act other than an award which will
vest solely on the basis of the passage of time, shall become
vested, if at all, upon the determination by the Committee that
performance objectives established by the Committee have been
attained, in whole or in part (a "Performance Award"). Such
performance objectives shall be determined over a measurement
period or periods established by the Committee and related to at
least one of the following criteria, which may be determined
solely by reference to the performance of (i) the Company, (ii) a
Subsidiary, (iii) an Affiliate, (iv) a division or unit of any of
the foregoing or based on comparative performance of any of the
foregoing relative to other companies: (A) return on equity; (B)
total shareholder return; (C) revenues; (D) cash flows, revenues
and/or earnings relative to other parameters (e.g., net or gross
assets); (E) operating income; (F) return on investment; (G)
changes in the value of the Corporation's Common Stock and (H)
return on assets (the "Performance Criteria"). Excluding Stock
Options and/or Stock Appreciation Rights granted hereunder, the
maximum number of shares of Stock that may be subject to any such
Performance Award granted to any key employee in any calendar
year shall not exceed 100,000 shares, as such number may be
adjusted pursuant to Section 3.
(b) Annual Incentive Compensation. The Committee may, in
addition to the Performance Awards described above, pay cash
amounts under the Plan or any other plan or arrangement approved
by the Committee, provided, such other plan or arrangement is in
conformity with the provisions of this Section 11(b), to any
officer of the Company or any Subsidiary who is subject to the
reporting requirements of Section 16(a) of the Exchange Act upon
the achievement, in whole or in part, of performance goals or
objectives established in writing by the Committee with respect
to such performance periods as the Committee shall determine.
Any such goals or objectives shall be based on one or more of the
Performance Criteria. Notwithstanding anything else contained
herein to the contrary, the maximum amount of any such cash
payment to any single officer with respect to any calendar year
shall not exceed the lesser of (A) $2,000,000 or (B) twice the
officer's annual base salary as in effect on the last day of the
preceding fiscal year.
(c) Interpretation. Notwithstanding anything else
contained in the Plan to the contrary, to the extent required to
so qualify any Performance Award as other performance based
compensation within the meaning of Section 162(m)(4)(C) of the
Code, the Committee shall not be entitled to exercise any
discretion otherwise authorized under the Plan (such as the right
to accelerate vesting without regard to the achievement of the
relevant performance objectives) with respect to such Performance
Award if the ability to exercise such discretion (as opposed to
the exercise of such discretion) would cause such award to fail
to qualify as other performance based compensation.
SECTION 12. Change in Control Provisions.
<PAGE> 23
(a) Impact of Event. In the event of:
(1) a "Change in Control" as defined in Section 12(b), or
(2) a "Potential Change in Control" as defined in Section
12(c), but only if and to the extent so determined by the
Committee or the Board (subject to any right of approval
expressly reserved by the Committee or the Board at the time of
such determination).
(i) Any Stock Options awarded under the Plan not
previously exercisable and vested shall become fully
exercisable and vested.
(ii) The restrictions and deferral limitations
applicable to any Restricted Stock, Deferred Stock, Stock
Purchase Rights, Other Stock Based Awards and Performance
Related Awards, in each case to the extent not already
vested under the Plan, shall lapse and such shares and
awards shall be deemed fully vested and any Performance
Criteria shall be deemed met at target.
(iii) The value of all outstanding LTIP Awards to the
extent vested may at the sole discretion of the Committee at
or after grant but prior to any Change in Control, be cashed
out on the basis of the "Change in Control Price" as defined
in Section 12(d) as of the date such Change in Control or
such Potential Change in Control is determined to have
occurred or such other date as the Committee may determine
prior to the Change in Control.
(b) Definition of "Change in Control". For purposes of
Section 12 (a), a "Change in Control" means the happening of any
of the following:
(i) When any "person" as defined in Section 3(a)(9) of
the Exchange Act and as used in Sections 13(d) and 14(d)
thereof, including a "group" as defined in Section 13(d) of
the Exchange Act but excluding the Company, any Subsidiary
or any employee benefit plan sponsored or maintained by the
Company or any Subsidiary (including any trustee of such
plan acting as trustee), directly or indirectly, becomes the
"beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act, as amended from time to time), of securities
of the Company representing fifteen percent (15%) or more of
the combined voting power of the Company's then outstanding
securities;
(ii) The individuals who, as of the Effective Date of
this Plan, constitute the Board (the "Incumbent Board")
cease for any reason to constitute at least a majority of
the Board; provided, however, that any individual becoming a
director subsequent to the Effective Date of the Plan whose
election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual
<PAGE> 24
whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the
election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or
(iii) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of the Company or the
acquisition of assets of another corporation (a "Business
Combination"), in each case, unless, following such Business
Combination, (A) all or substantially all of the individuals
and entities who were the beneficial owners, respectively,
of the then outstanding shares of Stock of the Company and
the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors immediately prior to such Business
Combination beneficially own, directly or indirectly, more
than sixty percent (60%) of, respectively, the then
outstanding shares of common stock and the combined voting
power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may
be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation
which as a result of such transaction owns the Company or
all or substantially all of the Company's assets either
directly or through one or more subsidiaries), (B) no Person
(excluding any employee benefit plan (or related trust) of
the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly,
fifteen percent (15%) or more of, respectively, the then
outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined
voting power of the then outstanding voting securities of
such corporation except to the extent that such ownership
existed prior to the Business Combination, and (C) at least
a majority of the members of the board of directors of the
corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution
of the initial agreement, or of the action of the Board,
providing for such Business Combination; or
(iv) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.
(c) Definition of Potential Change in Control For purposes
of Section 12(a), a "Potential Change in Control" means the
happening of any one of the following:
(i) The approval by shareholders of an agreement by the
Company, the consummation of which would result in a Change
in Control of the Company as defined in Section 12(b); or
(ii) The acquisition of beneficial ownership, directly
or indirectly, by any entity, person or group (other than
the Company or a Subsidiary or any Company employee benefit
plan (including any trustee of such plan acting as such
trustee) of securities of the Company representing five
percent (5%) or more of the combined voting power of the
Company's outstanding securities and the adoption by the
Board of a resolution to the
<PAGE> 25
effect that a Potential Change in Control of the Company has
occurred for purposes of this Plan.
(d) Change in Control Price For the purposes of this
Section 12, "Change in Control Price" means the highest price per
share paid in any transaction reported on the New York Stock
Exchange Composite Index, or paid or offered in any bona fide
transaction related to a potential or actual Change in Control of
the Company at any time during the sixty (60) day period
immediately preceding the occurrence of the Change in Control
(or, where applicable, the occurrence of the Potential Change in
Control event), in each case as determined by the Committee
except that, in the case of Incentive Stock Options and Stock
Appreciation Rights relating to Incentive Stock Options, such
price shall be based only on transactions reported for the date
on which the optionee exercises such Stock Appreciation Rights
or, where applicable, the date on which a cashout occurs under
Section 12(a)(iii).
SECTION 13. Amendments and Termination.
The Board may amend, alter, or discontinue the Plan, but no
amendment, alteration, or discontinuation shall be made which
would impair the rights of an optionee or participant under an
LTIP Award theretofore granted, without the optionee's or
participant's consent.
The Committee may amend the terms of any Stock Option or
other award theretofore granted, prospectively or retroactively,
but subject to Section 3 above, no such amendment shall impair
the rights of any holder without the holder's consent. The
Committee may also substitute new Stock Options for previously
granted Stock Options (on a one for one or other basis),
including previously granted Stock Options having higher option
exercise prices.
Subject to the above provisions, the Board shall have broad
authority to amend the Plan to take into account changes in
applicable securities and tax laws and accounting rules, as well
as other developments.
SECTION 14. Unfunded Status of Plan.
The Plan is intended to constitute an "unfunded" plan for
incentive and deferred compensation. With respect to any
payments not yet made to a participant or optionee by the
Company, nothing contained herein shall give any such participant
or optionee any rights that are greater than those of a general
creditor of the Company. In its sole discretion, the Committee
may authorize the creation of trusts or other arrangements to
meet the obligations created under the Plan to deliver Stock or
payments in lieu of or with respect to awards hereunder;
provided, however, that unless the Committee otherwise determines
with the consent of the affected participant, the existence of
such trusts or other arrangements is consistent with the
"unfunded" status of the Plan.
<PAGE> 26
SECTION 15. General Provisions.
(a) The Committee may require each person purchasing shares
pursuant to a Stock Option or other award under the Plan to
represent to and agree with the Company in writing that the
optionee or participant is acquiring the shares without a view to
distribution thereof. The certificates for such shares may
include any legend which the Committee deems appropriate to
reflect any restrictions on transfer.
All certificates for shares of Stock or other securities
delivered under the Plan shall be subject to such stock-transfer
orders and other restrictions as the Committee may deem advisable
under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which
the Stock is then listed, and any applicable Federal or state
securities law, and the Committee may cause a legend or legends
to be put on any such certificates to make appropriate reference
to such restrictions.
(b) Nothing contained in this Plan shall prevent the Board
from adopting other or additional compensation arrangements,
subject to stockholder approval if such approval is required, and
such arrangements may be either generally applicable or
applicable only in specific cases.
(c) The adoption of the Plan shall not confer upon any
employee of the Company or any Subsidiary or Affiliate any right
to continued employment with the Company or a Subsidiary or
Affiliate, as the case may be, nor shall it interfere in any way
with the right of the Company or a Subsidiary or Affiliate to
terminate the employment of any of its employees at any time.
(d) No later than the date as of which an amount first
becomes includible in the gross income of the participant for
federal income tax purposes with respect to any award under the
Plan, the participant shall pay to the Company, or make
arrangements satisfactory to the Committee regarding the payment
of, any federal, state, or local taxes of any kind required by
law to be withheld with respect to such amount. Unless otherwise
determined by the Committee, withholding obligations may be
settled with Stock, including Stock that is part of the award
that gives rise to the withholding requirement. The obligations
of the Company under the Plan shall be conditional on such
payment or arrangements and the Company and its Subsidiaries or
Affiliates shall, to the extent permitted by law, have the right
to deduct any such taxes from any payment of any kind otherwise
due to the participant.
(e) The actual or deemed reinvestment of dividends or
dividend equivalents in additional Restricted Stock (or in
Deferred Stock or other types of Plan awards) at the time of any
dividend payment shall only be permissible if sufficient shares
of Stock are available under Section 3 for such reinvestment
(taking into account then outstanding Stock Options, Stock
Purchase Rights and other Plan awards).
<PAGE> 27
(f) The Committee may permit a Participant to postpone the
delivery of Stock under any award, including a Stock Option,
under the Plan upon such terms and conditions as the Committee
shall determine.
(g) The Plan and all awards made and actions taken
thereunder shall be governed by and construed in accordance with
the laws of the State of Delaware.
SECTION 16. Effective Date of Plan.
The Plan shall be effective as of May 21, 1998, assuming it
is approved by a majority of the votes cast at the annual meeting
of shareholders held on or before then.
SECTION 17. Term of Plan.
No LTIP Award shall be granted pursuant to the Plan on or
after the tenth anniversary of the date of shareholder approval,
but awards granted prior to such tenth anniversary may extend
beyond that date, in accordance with the terms of such awards.
SECTION 18. Applicability to Grants under 1988 Plan.
The provisions of the Plan relating to stock options, stock
appreciation rights, restricted stock awards, deferred stock
awards, stock purchase rights, other stock-based awards or
performance related awards shall apply to, and govern existing
and subsequent stock options, stock appreciation rights,
restricted stock awards, deferred stock awards, stock purchase
rights, other stock-based awards or performance related awards
granted under the 1988 Long Term Incentive Plan, as amended.
<PAGE> 28
June 16, 1998
AMR Corporation
P.O. Box 619616
Dallas/Fort Worth Airport, Texas 75261-9616
Registration Statement on Form S-8 relating
to the 1998 Long-Term Incentive Plan
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of AMR
Corporation, a Delaware corporation, and as such I am delivering
this opinion to you in connection with the preparation and filing
with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, of a Registration Statement on Form S-8
(the "Registration Statement") relating to 10,000,000 shares (the
"Shares") of the Common Stock, par value $1.00 per share, of AMR
Corporation, which will be awarded in accordance with the 1998
Long-Term Incentive Plan (the "Plan").
In so acting, I have examined the Plan and have
examined and relied upon the originals, or copies certified to my
satisfaction, of such records, documents or other instruments as
in my judgement are necessary or appropriate to enable me to
render the opinion set forth below.
Based upon the foregoing, I am of the opinion that the
Shares have been duly authorized and, when duly awarded in
accordance with the terms of the Plan, will be validly issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Anne H. McNamara
Anne H. McNamara
Senior Vice President
and General Counsel
<PAGE> 29
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the AMR
Corporation 1998 Long-Term Incentive Plan of our report dated
January 19, 1998, except for Note 8, as to which the date is June
9, 1998, with respect to the consolidated financial statements
and schedule of AMR Corporation included in its Annual Report on
Form 10-K/A No. 1 for the year ended December 31, 1997, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Dallas, Texas
June 9, 1998
<PAGE> 30
POWER OF ATTORNEY
The undersigned, Chairman of the Board of AMR Corporation, a
Delaware corporation (the "Corporation"), does hereby constitute
and appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:
(a) one or more Registration Statements of the Corporation
on an appropriate form proposed to be filed with the
Securities and Exchange Commission ("SEC") for the purpose
of registering under the Securities Act of 1933, as amended
(the "Securities Act"), Common Stock, $1.00 par value, of
the Corporation to be offered pursuant to the AMR
Corporation 1998 Long Term Incentive Plan, as it may from
time to time be amended; and
(b) any and all supplements and amendments (including,
without limitation, post-effective amendments) to such
Registration Statements;
and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof. Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 20th day of May, 1998.
/s/ Donald J. Carty
Donald J. Carty
Witness:
/s/ Charles D. MarLett
Charles D. MarLett
<PAGE> 31
POWER OF ATTORNEY
The undersigned, Senior Vice President and Chief Financial
Officer of AMR Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Anne H.
McNamara and Charles D. MarLett, and each of them, as his true
and lawful attorneys-in-fact and agents, with full power of
substitution, to execute and deliver in his name and on his
behalf:
(a) one or more Registration Statements of the Corporation
on an appropriate form proposed to be filed with the
Securities and Exchange Commission ("SEC") for the purpose
of registering under the Securities Act of 1933, as amended
(the "Securities Act"), Common Stock, $1.00 par value, of
the Corporation to be offered pursuant to the AMR
Corporation 1998 Long Term Incentive Plan, as it may from
time to time be amended; and
(b) any and all supplements and amendments (including,
without limitation, post-effective amendments) to such
Registration Statements;
and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof. Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.
In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.
/s/ Gerard J. Arpey
Gerard J. Arpey
Witness:
/s/ Charles D. MarLett
Charles D. MarLett
<PAGE> 32
POWER OF ATTORNEY
The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:
(a) one or more Registration Statements of the Corporation
on an appropriate form proposed to be filed with the
Securities and Exchange Commission ("SEC") for the purpose
of registering under the Securities Act of 1933, as amended
(the "Securities Act"), Common Stock, $1.00 par value, of
the Corporation to be offered pursuant to the AMR
Corporation 1998 Long Term Incentive Plan, as it may from
time to time be amended; and
(b) any and all supplements and amendments (including,
without limitation, post-effective amendments) to such
Registration Statements;
and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof. Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.
In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.
/s/ David L. Boren
David L. Boren
Witness:
/s/ Charles D. MarLett
Charles D. MarLett
<PAGE> 33
POWER OF ATTORNEY
The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:
(a) one or more Registration Statements of the Corporation
on an appropriate form proposed to be filed with the
Securities and Exchange Commission ("SEC") for the purpose
of registering under the Securities Act of 1933, as amended
(the "Securities Act"), Common Stock, $1.00 par value, of
the Corporation to be offered pursuant to the AMR
Corporation 1998 Long Term Incentive Plan, as it may from
time to time be amended; and
(b) any and all supplements and amendments (including,
without limitation, post-effective amendments) to such
Registration Statements;
and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof. Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.
In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.
/s/ Edward A. Brennan
Edward A. Brennan
Witness:
/s/ Charles D. MarLett
Charles D. MarLett
<PAGE> 34
POWER OF ATTORNEY
The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:
(a) one or more Registration Statements of the Corporation
on an appropriate form proposed to be filed with the
Securities and Exchange Commission ("SEC") for the purpose
of registering under the Securities Act of 1933, as amended
(the "Securities Act"), Common Stock, $1.00 par value, of
the Corporation to be offered pursuant to the AMR
Corporation 1998 Long Term Incentive Plan, as it may from
time to time be amended; and
(b) any and all supplements and amendments (including,
without limitation, post-effective amendments) to such
Registration Statements;
and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof. Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.
In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.
/s/ Armando M. Codina
Armando M. Codina
Witness:
/s/ Charles D. MarLett
Charles D. MarLett
<PAGE> 35
POWER OF ATTORNEY
The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:
(a) one or more Registration Statements of the Corporation
on an appropriate form proposed to be filed with the
Securities and Exchange Commission ("SEC") for the purpose
of registering under the Securities Act of 1933, as amended
(the "Securities Act"), Common Stock, $1.00 par value, of
the Corporation to be offered pursuant to the AMR
Corporation 1998 Long Term Incentive Plan, as it may from
time to time be amended; and
(b) any and all supplements and amendments (including,
without limitation, post-effective amendments) to such
Registration Statements;
and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof. Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.
In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 28th day of April, 1998.
/s/ Charles T. Fisher, III
Charles T. Fisher, III
Witness:
/s/ Charles D. MarLett
Charles D. MarLett
<PAGE> 36
POWER OF ATTORNEY
The undersigned, Director of the Board of AMR Corporation, a
Delaware corporation (the "Corporation"), does hereby constitute
and appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:
(a) one or more Registration Statements of the Corporation
on an appropriate form proposed to be filed with the
Securities and Exchange Commission ("SEC") for the purpose
of registering under the Securities Act of 1933, as amended
(the "Securities Act"), Common Stock, $1.00 par value, of
the Corporation to be offered pursuant to the AMR
Corporation 1998 Long Term Incentive Plan, as it may from
time to time be amended; and
(b) any and all supplements and amendments (including,
without limitation, post-effective amendments) to such
Registration Statements;
and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof. Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.
In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.
/s/ Earl G. Graves
Earl G. Graves
Witness:
/s/ Charles D. MarLett
Charles D. MarLett
<PAGE> 37
POWER OF ATTORNEY
The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:
(a) one or more Registration Statements of the Corporation
on an appropriate form proposed to be filed with the
Securities and Exchange Commission ("SEC") for the purpose
of registering under the Securities Act of 1933, as amended
(the "Securities Act"), Common Stock, $1.00 par value, of
the Corporation to be offered pursuant to the AMR
Corporation 1998 Long Term Incentive Plan, as it may from
time to time be amended; and
(b) any and all supplements and amendments (including,
without limitation, post-effective amendments) to such
Registration Statements;
and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof. Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.
In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.
/s/ Dee J. Kelly
Dee J. Kelly
Witness:
/s/ Charles D. MarLett
Charles D. MarLett
<PAGE> 38
POWER OF ATTORNEY
The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:
(a) one or more Registration Statements of the Corporation
on an appropriate form proposed to be filed with the
Securities and Exchange Commission ("SEC") for the purpose
of registering under the Securities Act of 1933, as amended
(the "Securities Act"), Common Stock, $1.00 par value, of
the Corporation to be offered pursuant to the AMR
Corporation 1998 Long Term Incentive Plan, as it may from
time to time be amended; and
(b) any and all supplements and amendments (including,
without limitation, post-effective amendments) to such
Registration Statements;
and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof. Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.
In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.
/s/ Ann D. McLaughlin
Ann D. McLaughlin
Witness:
/s/ Charles D. MarLett
Charles D. MarLett
<PAGE> 39
POWER OF ATTORNEY
The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:
(a) one or more Registration Statements of the Corporation
on an appropriate form proposed to be filed with the
Securities and Exchange Commission ("SEC") for the purpose
of registering under the Securities Act of 1933, as amended
(the "Securities Act"), Common Stock, $1.00 par value, of
the Corporation to be offered pursuant to the AMR
Corporation 1998 Long Term Incentive Plan, as it may from
time to time be amended; and
(b) any and all supplements and amendments (including,
without limitation, post-effective amendments) to such
Registration Statements;
and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof. Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.
In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.
/s/ Charles H. Pistor, Jr.
Charles H. Pistor, Jr.
Witness:
/s/ Charles D. MarLett
Charles D. MarLett
<PAGE> 40
POWER OF ATTORNEY
The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:
(a) one or more Registration Statements of the Corporation
on an appropriate form proposed to be filed with the
Securities and Exchange Commission ("SEC") for the purpose
of registering under the Securities Act of 1933, as amended
(the "Securities Act"), Common Stock, $1.00 par value, of
the Corporation to be offered pursuant to the AMR
Corporation 1998 Long Term Incentive Plan, as it may from
time to time be amended; and
(b) any and all supplements and amendments (including,
without limitation, post-effective amendments) to such
Registration Statements;
and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof. Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.
In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.
/s/ Joe M. Rodgers
Joe M. Rodgers
Witness:
/s/ Charles D. MarLett
Charles D. MarLett
<PAGE> 41
POWER OF ATTORNEY
The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:
(a) one or more Registration Statements of the Corporation
on an appropriate form proposed to be filed with the
Securities and Exchange Commission ("SEC") for the purpose
of registering under the Securities Act of 1933, as amended
(the "Securities Act"), Common Stock, $1.00 par value, of
the Corporation to be offered pursuant to the AMR
Corporation 1998 Long Term Incentive Plan, as it may from
time to time be amended; and
(b) any and all supplements and amendments (including,
without limitation, post-effective amendments) to such
Registration Statements;
and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof. Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.
In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.
/s/ Judith Rodin
Judith Rodin
Witness:
/s/ Charles D. MarLett
Charles D. MarLett
<PAGE> 42
POWER OF ATTORNEY
The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:
(a) one or more Registration Statements of the Corporation
on an appropriate form proposed to be filed with the
Securities and Exchange Commission ("SEC") for the purpose
of registering under the Securities Act of 1933, as amended
(the "Securities Act"), Common Stock, $1.00 par value, of
the Corporation to be offered pursuant to the AMR
Corporation 1998 Long Term Incentive Plan, as it may from
time to time be amended; and
(b) any and all supplements and amendments (including,
without limitation, post-effective amendments) to such
Registration Statements;
and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof. Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.
In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.
/s/ Maurice Segall
Maurice Segall
Witness:
/s/ Charles D. MarLett
Charles D. MarLett