<PAGE>
As filed with the S.E.C. on May 8, 1998
Registration No. 33-27866
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Post-Effective Amendment No. 2 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
AMR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-1825172
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4333 AMON CARTER BOULEVARD
FORT WORTH, TEXAS 76155
(Address of Principal Executive Offices
including Zip Code)
AMR CORPORATION
1988 LONG TERM INCENTIVE PLAN, AS AMENDED
(Full title of the 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, address and telephone number of agent for service)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
<TABLE>
Proposed
Proposed maximum
Title of maximum aggregate Amount of
securities to Amount to be offering offering registration
be registered registered price unit price fee
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 6,000,000(1) (2) None (3) None (3)
par value
$1.00 per share
</TABLE>
- -------------------------------------------------------------------------------
(1) Consists of shares of Common Stock. The number of shares specified
in Form S-8 Registration Statement No. 33-27866 shall be adjusted by the
reason of any subsequent increase or decrease in the number of shares of
Common Stock occurring at any time due to a stock split, stock dividend,
recapitalization or other capital adjustments or contribution of capital or
other assets to the registrant.
(2) Not applicable.
(3) No registration fee required.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registrant's Registration Statement on Form
S-8 (Registration No. 33-27866) and the Post-Effective Amendment No. 1 thereto
are hereby incorporated by reference in this Registration Statement.
The following additional information supplements and/or
supersedes the information appearing in Registration No. 33-27866:
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
The Delaware General Corporation Law (the "Delaware Law")
permits a Delaware corporation to include a provision in its Certificate of
Incorporation, and the Company's Certificate of Incorporation so provides,
eliminating or limiting the personal liability of a director to a corporation or
its stockholders for monetary damages for breach of fiduciary duty as 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 Delaware Law 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 Delaware Law 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,
<PAGE>
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 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following additional exhibit is provided pursuant to
Item 8:
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
- ----------- ----------------------
24.1 Additional Powers of Attorney (filed herewith).
<PAGE>
SIGNATURES
THE REGISTRANT. 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 requirements for filing on Form S-8 and has duly caused
this Post-Effective Amendment No. 2 to Form S-8 Registration Statement No.
33-27866 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Worth, State of Texas on the 8th day of May,
1998.
AMR CORPORATION
By: /s/ Anne H. McNamara
------------------------------------
Anne H. McNamara
Senior Vice President and
General Counsel
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 April 15, 1998
- --------------------------- Board, President and
Robert L. Crandall Chief Executive
Officer; (Principal
Executive Officer)
* Senior Vice President April 15, 1998
- --------------------------- and Chief Financial
Gerard J. Arpey Officer (Principal
Financial and
Accounting Officer)
* Director April 15, 1998
- ---------------------------
David L. Boren
* Director April 15, 1998
- ---------------------------
Edward A. Brennan
<PAGE>
* Director April 15, 1998
- ---------------------------
Armando M. Codina
* Director April 28, 1998
- ---------------------------
Charles T. Fisher, III
* Director April 15, 1998
- ---------------------------
Earl G. Graves
* Director April 15, 1998
- ---------------------------
Dee J. Kelly
* Director April 15, 1998
- ---------------------------
Ann D. McLaughlin
* Director April 15, 1998
- ---------------------------
Charles H. Pistor, Jr.
* Director April 15, 1998
- ---------------------------
Joe M. Rodgers
* Director April 15, 1998
- ---------------------------
Judith Rodin
* Director April 15, 1998
- ---------------------------
Maurice Segall
* By: /s/ C. D. MarLett
- ---------------------------
C. D. MarLett
Attorney-in-Fact
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The person whose signature appears below does hereby make, constitute
and appoint Anne H. McNamara and Charles D. MarLett and each of them, with
full power to act without the other, his or her true and lawful
attorney-in-fact and agent, in his or her name, place and stead to execute on
his or her behalf, as an officer and/or director of AMR Corporation (the
"Company"), the Post-Effective Amendment No. 2 to the Form S-8 Registration
Statement No. 33-27866 of the Company (the "Registration Statement") in
connection with the Company's 1988 Long Term Incentive Plan, As Amended and
any and all amendments (including post-effective amendments) to the
Registration Statement, and file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"),
and any and all other instruments which either of said attorneys-in-fact and
agents deems necessary or advisable to enable the Company to comply with the
Act, the rules, regulations and requirements of the SEC in respect thereof,
and the securities or Blue Sky laws of any State or other governmental
subdivision, giving and granting to each of said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
whatsoever necessary or appropriate to be done in and about the premises as
fully to all intents as he or she might or could do if personally present at
the doing thereof, with full power of substitution and resubstitution, hereby
ratifying and confirming all that his or her said attorneys-in-fact and
agents or substitutes may or shall lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on
this 15th day of April, 1998.
/s/ Robert L. Crandall
---------------------------------------
Robert L. Crandall
Witness:
/s/ Charles D. MarLett
- -------------------------------------
Charles D. MarLett
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The person whose signature appears below does hereby make, constitute
and appoint Anne H. McNamara and Charles D. MarLett and each of them, with
full power to act without the other, his or her true and lawful
attorney-in-fact and agent, in his or her name, place and stead to execute on
his or her behalf, as an officer and/or director of AMR Corporation (the
"Company"), the Post-Effective Amendment No. 2 to the Form S-8 Registration
Statement No. 33-27866 of the Company (the "Registration Statement") in
connection with the Company's 1988 Long Term Incentive Plan, As Amended and
any and all amendments (including post-effective amendments) to the
Registration Statement, and file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"),
and any and all other instruments which either of said attorneys-in-fact and
agents deems necessary or advisable to enable the Company to comply with the
Act, the rules, regulations and requirements of the SEC in respect thereof,
and the securities or Blue Sky laws of any State or other governmental
subdivision, giving and granting to each of said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
whatsoever necessary or appropriate to be done in and about the premises as
fully to all intents as he or she might or could do if personally present at
the doing thereof, with full power of substitution and resubstitution, hereby
ratifying and confirming all that his or her said attorneys-in-fact and
agents or substitutes may or shall lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand on this 15th day of April, 1998.
/s/ Gerard J. Arpey
---------------------------------------
Gerard J. Arpey
Witness:
/s/ Charles D. MarLett
- ---------------------------------------
Charles D. MarLett
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The person whose signature appears below does hereby make,
constitute and appoint Anne H. McNamara and Charles D. MarLett and each of
them, with full power to act without the other, his or her true and lawful
attorney-in-fact and agent, in his or her name, place and stead to execute on
his or her behalf, as an officer and/or director of AMR Corporation (the
"Company"), the Post-Effective Amendment No. 2 to the Form S-8 Registration
Statement No. 33-27866 of the Company (the "Registration Statement") in
connection with the Company's 1988 Long Term Incentive Plan, As Amended and
any and all amendments (including post-effective amendments) to the
Registration Statement, and file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"),
and any and all other instruments which either of said attorneys-in-fact and
agents deems necessary or advisable to enable the Company to comply with the
Act, the rules, regulations and requirements of the SEC in respect thereof,
and the securities or Blue Sky laws of any State or other governmental
subdivision, giving and granting to each of said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
whatsoever necessary or appropriate to be done in and about the premises as
fully to all intents as he or she might or could do if personally present at
the doing thereof, with full power of substitution and resubstitution, hereby
ratifying and confirming all that his or her said attorneys-in-fact and
agents or substitutes may or shall lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand on this 15th day of April, 1998.
/s/ David L. Boren
---------------------------------------
David L. Boren
Witness:
/s/ Charles D. MarLett
- ----------------------------------
Charles D. MarLett
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The person whose signature appears below does hereby make,
constitute and appoint Anne H. McNamara and Charles D. MarLett and each of
them, with full power to act without the other, his or her true and lawful
attorney-in-fact and agent, in his or her name, place and stead to execute on
his or her behalf, as an officer and/or director of AMR Corporation (the
"Company"), the Post-Effective Amendment No. 2 to the Form S-8 Registration
Statement No. 33-27866 of the Company (the "Registration Statement") in
connection with the Company's 1988 Long Term Incentive Plan, As Amended and
any and all amendments (including post-effective amendments) to the
Registration Statement, and file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"),
and any and all other instruments which either of said attorneys-in-fact and
agents deems necessary or advisable to enable the Company to comply with the
Act, the rules, regulations and requirements of the SEC in respect thereof,
and the securities or Blue Sky laws of any State or other governmental
subdivision, giving and granting to each of said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
whatsoever necessary or appropriate to be done in and about the premises as
fully to all intents as he or she might or could do if personally present at
the doing thereof, with full power of substitution and resubstitution, hereby
ratifying and confirming all that his or her said attorneys-in-fact and
agents or substitutes may or shall lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand on this 15th day of April, 1998.
/s/ Edward A. Brennan
---------------------------------------
Edward A. Brennan
Witness:
/s/ Charles D. MarLett
- ----------------------------------
Charles D. MarLett
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The person whose signature appears below does hereby make, constitute
and appoint Anne H. McNamara and Charles D. MarLett and each of them, with
full power to act without the other, his or her true and lawful
attorney-in-fact and agent, in his or her name, place and stead to execute on
his or her behalf, as an officer and/or director of AMR Corporation (the
"Company"), the Post-Effective Amendment No. 2 to the Form S-8 Registration
Statement No. 33-27866 of the Company (the "Registration Statement") in
connection with the Company's 1988 Long Term Incentive Plan, As Amended and
any and all amendments (including post-effective amendments) to the
Registration Statement, and file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"),
and any and all other instruments which either of said attorneys-in-fact and
agents deems necessary or advisable to enable the Company to comply with the
Act, the rules, regulations and requirements of the SEC in respect thereof,
and the securities or Blue Sky laws of any State or other governmental
subdivision, giving and granting to each of said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
whatsoever necessary or appropriate to be done in and about the premises as
fully to all intents as he or she might or could do if personally present at
the doing thereof, with full power of substitution and resubstitution, hereby
ratifying and confirming all that his or her said attorneys-in-fact and
agents or substitutes may or shall lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand on this 15th day of April, 1998.
/s/ Armando M. Codina
---------------------------------------
Armando M. Codina
Witness:
/s/ Charles D. MarLett
- ----------------------------------
Charles D. MarLett
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The person whose signature appears below does hereby make, constitute
and appoint Anne H. McNamara and Charles D. MarLett and each of them, with
full power to act without the other, his or her true and lawful
attorney-in-fact and agent, in his or her name, place and stead to execute on
his or her behalf, as an officer and/or director of AMR Corporation (the
"Company"), the Post-Effective Amendment No. 2 to the Form S-8 Registration
Statement No. 33-27866 of the Company (the "Registration Statement") in
connection with the Company's 1988 Long Term Incentive Plan, As Amended and
any and all amendments (including post-effective amendments) to the
Registration Statement, and file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"),
and any and all other instruments which either of said attorneys-in-fact and
agents deems necessary or advisable to enable the Company to comply with the
Act, the rules, regulations and requirements of the SEC in respect thereof,
and the securities or Blue Sky laws of any State or other governmental
subdivision, giving and granting to each of said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
whatsoever necessary or appropriate to be done in and about the premises as
fully to all intents as he or she might or could do if personally present at
the doing thereof, with full power of substitution and resubstitution, hereby
ratifying and confirming all that his or her said attorneys-in-fact and
agents or substitutes may or shall lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand on this 28th day of April, 1998.
/s/ Charles T. Fisher, III
---------------------------------------
Charles T. Fisher, III
Witness:
/s/ Charles D. MarLett
- ----------------------------------
Charles D. MarLett
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The person whose signature appears below does hereby make, constitute
and appoint Anne H. McNamara and Charles D. MarLett and each of them, with
full power to act without the other, his or her true and lawful
attorney-in-fact and agent, in his or her name, place and stead to execute on
his or her behalf, as an officer and/or director of AMR Corporation (the
"Company"), the Post-Effective Amendment No. 2 to the Form S-8 Registration
Statement No. 33-27866 of the Company (the "Registration Statement") in
connection with the Company's 1988 Long Term Incentive Plan, As Amended and
any and all amendments (including post-effective amendments) to the
Registration Statement, and file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"),
and any and all other instruments which either of said attorneys-in-fact and
agents deems necessary or advisable to enable the Company to comply with the
Act, the rules, regulations and requirements of the SEC in respect thereof,
and the securities or Blue Sky laws of any State or other governmental
subdivision, giving and granting to each of said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
whatsoever necessary or appropriate to be done in and about the premises as
fully to all intents as he or she might or could do if personally present at
the doing thereof, with full power of substitution and resubstitution, hereby
ratifying and confirming all that his or her said attorneys-in-fact and
agents or substitutes may or shall lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand on this 15th day of April, 1998.
/s/ Earl G. Graves
---------------------------------------
Earl G. Graves
Witness:
/s/ Charles D. MarLett
- ----------------------------------
Charles D. MarLett
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The person whose signature appears below does hereby make, constitute
and appoint Anne H. McNamara and Charles D. MarLett and each of them, with
full power to act without the other, his or her true and lawful
attorney-in-fact and agent, in his or her name, place and stead to execute on
his or her behalf, as an officer and/or director of AMR Corporation (the
"Company"), the Post-Effective Amendment No. 2 to the Form S-8 Registration
Statement No. 33-27866 of the Company (the "Registration Statement") in
connection with the Company's 1988 Long Term Incentive Plan, As Amended and
any and all amendments (including post-effective amendments) to the
Registration Statement, and file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"),
and any and all other instruments which either of said attorneys-in-fact and
agents deems necessary or advisable to enable the Company to comply with the
Act, the rules, regulations and requirements of the SEC in respect thereof,
and the securities or Blue Sky laws of any State or other governmental
subdivision, giving and granting to each of said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
whatsoever necessary or appropriate to be done in and about the premises as
fully to all intents as he or she might or could do if personally present at
the doing thereof, with full power of substitution and resubstitution, hereby
ratifying and confirming all that his or her said attorneys-in-fact and
agents or substitutes may or shall lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand on this 15th day of April, 1998.
/s/ Dee J. Kelly
---------------------------------------
Dee J. Kelly
Witness:
/s/ Charles D. MarLett
- ----------------------------------
Charles D. MarLett
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The person whose signature appears below does hereby make, constitute
and appoint Anne H. McNamara and Charles D. MarLett and each of them, with
full power to act without the other, his or her true and lawful
attorney-in-fact and agent, in his or her name, place and stead to execute on
his or her behalf, as an officer and/or director of AMR Corporation (the
"Company"), the Post-Effective Amendment No. 2 to the Form S-8 Registration
Statement No. 33-27866 of the Company (the "Registration Statement") in
connection with the Company's 1988 Long Term Incentive Plan, As Amended and
any and all amendments (including post-effective amendments) to the
Registration Statement, and file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"),
and any and all other instruments which either of said attorneys-in-fact and
agents deems necessary or advisable to enable the Company to comply with the
Act, the rules, regulations and requirements of the SEC in respect thereof,
and the securities or Blue Sky laws of any State or other governmental
subdivision, giving and granting to each of said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
whatsoever necessary or appropriate to be done in and about the premises as
fully to all intents as he or she might or could do if personally present at
the doing thereof, with full power of substitution and resubstitution, hereby
ratifying and confirming all that his or her said attorneys-in-fact and
agents or substitutes may or shall lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on
this 15th day of April, 1998.
/s/ Ann D. McLaughlin
---------------------------------------
Ann D. McLaughlin
Witness:
/s/ Charles D. MarLett
- ----------------------------------
Charles D. MarLett
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The person whose signature appears below does hereby make, constitute
and appoint Anne H. McNamara and Charles D. MarLett and each of them, with
full power to act without the other, his or her true and lawful
attorney-in-fact and agent, in his or her name, place and stead to execute on
his or her behalf, as an officer and/or director of AMR Corporation (the
"Company"), the Post-Effective Amendment No. 2 to the Form S-8 Registration
Statement No. 33-27866 of the Company (the "Registration Statement") in
connection with the Company's 1988 Long Term Incentive Plan, As Amended and
any and all amendments (including post-effective amendments) to the
Registration Statement, and file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"),
and any and all other instruments which either of said attorneys-in-fact and
agents deems necessary or advisable to enable the Company to comply with the
Act, the rules, regulations and requirements of the SEC in respect thereof,
and the securities or Blue Sky laws of any State or other governmental
subdivision, giving and granting to each of said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
whatsoever necessary or appropriate to be done in and about the premises as
fully to all intents as he or she might or could do if personally present at
the doing thereof, with full power of substitution and resubstitution, hereby
ratifying and confirming all that his or her said attorneys-in-fact and
agents or substitutes may or shall lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand on this 15th day of April, 1998.
/s/ Charles H. Pistor, Jr.
---------------------------------------
Charles H. Pistor, Jr.
Witness:
/s/ Charles D. MarLett
- ----------------------------------
Charles D. MarLett
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The person whose signature appears below does hereby make, constitute
and appoint Anne H. McNamara and Charles D. MarLett and each of them, with
full power to act without the other, his or her true and lawful
attorney-in-fact and agent, in his or her name, place and stead to execute on
his or her behalf, as an officer and/or director of AMR Corporation (the
"Company"), the Post-Effective Amendment No. 2 to the Form S-8 Registration
Statement No. 33-27866 of the Company (the "Registration Statement") in
connection with the Company's 1988 Long Term Incentive Plan, As Amended and
any and all amendments (including post-effective amendments) to the
Registration Statement, and file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"),
and any and all other instruments which either of said attorneys-in-fact and
agents deems necessary or advisable to enable the Company to comply with the
Act, the rules, regulations and requirements of the SEC in respect thereof,
and the securities or Blue Sky laws of any State or other governmental
subdivision, giving and granting to each of said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
whatsoever necessary or appropriate to be done in and about the premises as
fully to all intents as he or she might or could do if personally present at
the doing thereof, with full power of substitution and resubstitution, hereby
ratifying and confirming all that his or her said attorneys-in-fact and
agents or substitutes may or shall lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand on this 15th day of April, 1998.
/s/ Joe M. Rodgers
---------------------------------------
Joe M. Rodgers
Witness:
/s/ Charles D. MarLett
- ----------------------------------
Charles D. MarLett
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The person whose signature appears below does hereby make, constitute
and appoint Anne H. McNamara and Charles D. MarLett and each of them, with
full power to act without the other, his or her true and lawful
attorney-in-fact and agent, in his or her name, place and stead to execute on
his or her behalf, as an officer and/or director of AMR Corporation (the
"Company"), the Post-Effective Amendment No. 2 to the Form S-8 Registration
Statement No. 33-27866 of the Company (the "Registration Statement") in
connection with the Company's 1988 Long Term Incentive Plan, As Amended and
any and all amendments (including post-effective amendments) to the
Registration Statement, and file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"),
and any and all other instruments which either of said attorneys-in-fact and
agents deems necessary or advisable to enable the Company to comply with the
Act, the rules, regulations and requirements of the SEC in respect thereof,
and the securities or Blue Sky laws of any State or other governmental
subdivision, giving and granting to each of said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
whatsoever necessary or appropriate to be done in and about the premises as
fully to all intents as he or she might or could do if personally present at
the doing thereof, with full power of substitution and resubstitution, hereby
ratifying and confirming all that his or her said attorneys-in-fact and
agents or substitutes may or shall lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand on this 15th day of April, 1998.
/s/ Judith Rodin
---------------------------------------
Judith Rodin
Witness:
/s/ Charles D. MarLett
- ----------------------------------
Charles D. MarLett
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The person whose signature appears below does hereby make, constitute
and appoint Anne H. McNamara and Charles D. MarLett and each of them, with
full power to act without the other, his or her true and lawful
attorney-in-fact and agent, in his or her name, place and stead to execute on
his or her behalf, as an officer and/or director of AMR Corporation (the
"Company"), the Post-Effective Amendment No. 2 to the Form S-8 Registration
Statement No. 33-27866 of the Company (the "Registration Statement") in
connection with the Company's 1988 Long Term Incentive Plan, As Amended and
any and all amendments (including post-effective amendments) to the
Registration Statement, and file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"),
and any and all other instruments which either of said attorneys-in-fact and
agents deems necessary or advisable to enable the Company to comply with the
Act, the rules, regulations and requirements of the SEC in respect thereof,
and the securities or Blue Sky laws of any State or other governmental
subdivision, giving and granting to each of said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
whatsoever necessary or appropriate to be done in and about the premises as
fully to all intents as he or she might or could do if personally present at
the doing thereof, with full power of substitution and resubstitution, hereby
ratifying and confirming all that his or her said attorneys-in-fact and
agents or substitutes may or shall lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand on this 15th day of April, 1998.
/s/ Maurice Segall
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Maurice Segall
Witness:
/s/ Charles D. MarLett
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Charles D. MarLett
