<PAGE> 1
As filed with the Securities and Exchange Commission on January 7, 1999
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
Incorporation) Identification No.)
4333 Amon Carter Boulevard
Fort Worth, Texas 76155
(Address of Principal Executive Offices)
AMR CORPORATION
1987 EXECUTIVE DEFERRAL PLAN
(AS AMENDED THROUGH 1998)
(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
Obligation Price
(2) (1) (2)
Deferred $30,000,000.00 100% $30,000,000.00 $8,850.00
Compensation
Obligations(1)
(1) The Deferred Compensation Obligations are unsecured
obligations of AMR Corporation (the "Registrant") to pay deferred
compensation in the future in accordance with the terms of the
1987 Executive Deferral Plan (as amended through 1998).
(1) Estimated solely for the purpose of determining the
registration fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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, as
amended, 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, as amended,
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 Registrant's Quarterly Report on Form 10-Q, for
the quarter ended June 30, 1998, filed with the Commission
pursuant to Section 13(a) or 15(d) of the Exchange Act;
(6) 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 July 16, 1998;
(7) the Registrant's Quarterly Report on Form 10-Q, for
the quarter ended September 30, 1998, filed with the
Commission pursuant to Section 13(a) or 15(d) of the
Exchange Act;
(8) 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 October 22, 1998; and
(9) 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 November 19, 1998.
In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the Exchange Act, after the date of this Registration Statement
and 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
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to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
This Registration Statement registers $30,000,000.00 of
Deferred Compensation Obligations of the Registrant (the
"Obligations"), which are to be offered to certain eligible
employees of the Registrant pursuant to the AMR Corporation 1987
Executive Deferral Plan (as amended through 1998) (the "Plan").
The following description of the Obligations offered
hereby is qualified by reference to the text of the Plan.
Capitalized terms used in this Registration Statement and not
otherwise defined herein are defined in the Plan.
Under the Plan, the Registrant will provide to eligible
employees ("Participants") of the Registrant and designated
subsidiaries the opportunity to defer a specified percentage or
dollar amount of their base salary and/or incentive compensation
and/or stock-based compensation. The Obligations will be
unsecured general obligations of the Registrant to pay the
compensation deferred (the "Benefits") in accordance with the
terms of the Plan. The rights of the employees to Benefits shall
be no greater than that of an unsecured general creditor, except
as otherwise provided by law. To assist in the payment of
Benefits following a change in control or potential change in
control of the Registrant, the Registrant may establish a trust.
The amount of compensation to be deferred by each
Participant (the "Deferral Amount") will be determined in
accordance with the Plan based on elections made by the
Participant. The Deferral Amount, plus or minus any adjustments
thereto as described below, generally are payable as soon as is
administratively feasible following termination of employment or
retirement, or on a date selected by the Participant in
accordance with the terms of the Plan. The Participant may elect
to receive the Deferral Amount, as adjusted, in a lump sum or in
a manner in accordance with the terms of the Plan. The Deferral
Amount will be indexed to one or more investment choices chosen
by each Participant from a list of such choices. The Plan is
unfunded, and amounts credited to Deferral Amounts are payable
out of the general funds of the Registrant and are subject to all
the risks of the Registrant's business.
Benefits under the Plan are not subject to alienation,
sale, transfer, pledge, assignment, or other encumbrance or
attachment other than by will or laws of descent and
distribution. A Participant may designate persons or entities to
receive his or her Deferral Amount, as adjusted, payable in the
event of death.
The Obligations are not subject to redemption, in whole
or in part, prior to the Distribution Date specified by the
Participant, although the Obligations are payable as of the date
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of termination of the Plan. No early withdrawal for hardship is
contemplated by the Plan, although exceptions may be made based
on a severe financial hardship. Additionally, a Participant may,
upon 30 days' prior written notice, elect to receive all or a
portion of his or her account balance, in which case the
Participant will be paid promptly 90% of the portion of the
Account Balance the Participant has elected to receive, and the
remaining 10% will be canceled and the Registrant will have no
further obligation with respect thereto. If the Participant
elects an immediate pay-out, the Participant may not make further
deferrals in this Plan for a period of two years thereafter.
The Registrant reserves the right to terminate the Plan at any
time, except that no such termination shall adversely affect any
Deferral Amount, as adjusted, prior to such termination.
Item 5. Interests of Named Experts and Counsel.
Charles D. MarLett has rendered an opinion as to
the legality of the Obligations issuable under the Plan and being
registered hereby. Mr. MarLett is the Corporate Secretary 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
Registrant'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 Registrant'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 Registrant
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 Registrant's officers and directors are also
insured against claims arising out of the performance of their
duties in the aforementioned capacities.
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Item 8. Exhibits.
4.1 AMR Corporation 1987 Executive Deferral Plan (as
amended through 1998)
5.1 Opinion of Charles D. MarLett, Corporate Secretary
of the Registrant
23.1 Consent of Ernst & Young LLP
23.2 Consent of Charles D. MarLett (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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(i) 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;
(i) 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 7th day of January,
1999.
AMR CORPORATION
By: /s/ Charles D. MarLett
Charles D. MarLett
Corporate Secretary
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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
January 7, 1999
* Chairman of the
Donald J. Carty Board, President and
Chief Executive
Officer; (Principal
Executive Officer)
* Senior Vice President January 7, 1999
Gerard J. Arpey and Chief Financial
Officer (Principal
Financial and
Accounting Officer)
* Director January 7, 1999
David L. Boren
* Director January 7, 1999
Edward A. Brennan
* Director January 7, 1999
Armando M. Codina
* Director January 7, 1999
Charles T. Fisher, III
* Director January 7, 1999
Earl G. Graves
* Director January 7, 1999
Dee J. Kelly
* Director January 7, 1999
Ann D. McLaughlin
* Director January 7, 1999
Charles H. Pistor, Jr.
* Director January 7, 1999
Joe M. Rodgers
* Director January 7, 1999
Judith Rodin
* Director January 7, 1999
Maurice Segall
* By:/s/ Charles D. MarLett
Charles D. MarLett
Attorney-in-Fact
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INDEX TO EXHIBITS
Exhibit Number Description
4.1 AMR
Corporation 1987 Executive Deferral
Plan (as amended through 1998)
5.1 Opinion of
Charles D. MarLett, Corporate
Secretary of the Registrant
23.1 Consent of
Charles D. MarLett (included as
part of Exhibit 5.1)
23.2 Consent of
Ernst & Young LLP
24.1 Powers of
Attorney
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AMR CORPORATION
1987 EXECUTIVE DEFERRAL PLAN
(AS AMENDED THROUGH 1998)
MASTER PLAN DOCUMENT
JANUARY 1, 1987
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TABLE OF CONTENTS
Article Subject
1 Definitions
2 Eligibility
3 Deferral Commitments
4 Effect on Other Benefits
5 Establishment of Account/Crediting of Interest
6 Benefit
7 Survivor Benefits
8 Termination of Employment
9 Beneficiary
10 Leave of Absence
11 Employer Liability
12 No Guarantee of Continuing Employment
13 Termination, Amendment or Modification of Plan
14 Restriction on Alienation of Benefits
15 Early Withdrawal
16 Administration of the Plan
17 Miscellaneous
18 Trust
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1987 EXECUTIVE DEFERRAL PLAN
OF
AMR CORPORATION
Purpose
The purpose of this Plan is to provide specified benefits
to key employees who contribute materially to the growth,
development and business success of AMR Corporation and its
subsidiaries.
The Plan is intended to be a "top hat plan" within the
meaning of sections 201((2), 301(a)(3) and 401(a)(2) of the
Employee Retirement Income Security Act of 1974, as amended, and
accordingly, all terms hereof shall be construed in a manner
consistent with such provisions.
Article 1
Definitions
For purposes hereof, unless otherwise clearly apparent from
the context, the following phrases or terms shall have the
following indicated meanings:
1.1 Account Balance shall consist of Deferrals and the
earnings credited thereon pursuant to Article 5, less any
withdrawals.
1.2 Agreement shall mean the form of written agreement
entered into by and between an Employer and a Participant with
respect to the Plan. Each Agreement executed by a Participant
shall provide within the context of the Master Plan Document for
the Benefit to which such Participant is entitled under the Plan.
1.3 Anniversary Date shall be the last day of a Plan year.
1.4 Benefit shall mean the amount paid under the Plan.
1.5 Beneficiary shall mean the person of persons or the
estate of Participant named (pursuant to Article 10) to receive
any benefits under this Plan upon the death of a Participant.
1.6 Committee shall mean the committee appointed to manage
and administer the Plan in accordance with the provisions of this
Master Plan Document.
1.7 Company shall mean AMR Corporation, its subsidiaries
and the successors of each.
1.8 Covered Compensation shall mean that portion of a
Participant's Gross Salary, Performance Return(s), Performance
Share(s), and Incentive(s) eligible for Deferral.
1.9 Deferral(s) shall mean the amount or amounts of
Covered Compensation that a Participant elects to defer pursuant
to the Plan.
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1.10 Distribution Date shall mean the date that the Participant
chose in the Agreement to begin receiving the Benefit.
1.11 Effective Date shall be January 1, 1987.
1.12 Employer shall mean the Company or subsidiary having
one or more Executives.
1.13 Executive shall mean any person in the regular full-
time employment of the Company or any of its subsidiaries (as
determined by the then existing personnel policies and practices
of the Company or affiliate or subsidiary) who has been
determined by the Committee to be eligible for participation in
the Plan.
1.14 Gross Salary will mean the yearly salary and
commissions paid to an Executive, excluding, Incentive(s),
overtime, and non-monetary awards, for employment services to the
Employer.
1.15 Incentive(s) shall mean payment pursuant to any
incentive, commission, profit sharing, or other bonus payment
plan sponsored by the Employer.
1.16 Master Plan Document is this document setting forth
the provisions of the Plan.
1.17 Participant shall mean any Executive who elects to
participate in the Plan, signs an Agreement and is accepted into
the Plan.
1.18 Performance Return(s) shall be the proceeds that the
Participant could receive during a Plan Year as a Performance
Return on Career Equity pursuant to the Participant's career
equity contract.
1.19 Performance Share(s) shall be the cash equivalent
proceeds that the Participant could receive during a Plan Year
pursuant to the Performance Share Program.
1.20 Plan shall mean this 1987 Executive Deferral Plan of
AMR Corporaton, which shall be evidenced by this Master Plan
Document and by each Agreement.
1.21 Plan Year shall begin on January 1 of each year.
1.22 Retirement shall mean achievement of retiree status
with the Employer (as determined by the then existing personnel
policies of the Employer).
1.23 Termination of Employment or Termination shall mean
the ceasing of employment, voluntarily or involuntarily,
excluding Retirement or death.
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Article 2
Eligibility
2.1 The Committee shall have the sole discretion to
determine those individuals who are eligible to become
Participants in the Plan.
2.2 To become a Participant, the Executive shall complete,
execute, and return to the Committee an Agreement and comply with
any further conditions as many be established by the Committee.
Article 3
Deferral Commitments
3.1 Elections to defer Covered Compensation must be made
and received by the Committee by September 15 of the Plan Year
prior to the Plan Year in which the Deferral will actually begin.
3.2 The minimum annual Deferral shall be: either one
hundred percent (100%) of, or a minimum of five thousand dollars
($5,000) from, Gross Salary; either one hundred percent (100%)
of, or a minimum of five thousand dollars ($5,000) from,
Incentives; either one hundred percent (100%) of, or a minimum
of five thousand dollars ($5,000) from, Performance Returns; or
either one hundred percent (100%) of, or a minimum of five
thousand dollars ($5,000) from, Performance Shares.
3.3 The maximum annual Deferral shall be 100% of Covered
Compensation per Plan Year, excluding FICA and other deductions
required by law.
3.4 Deferrals from the Participant's Gross Salary shall be
deducted in equal amounts for each pay period during the Plan
Year.
3.5 Deferrals from the Participant's Incentives,
Performance Returns, or Performance Shares shall be deducted at
the time of the Incentive payment, Performance Return, or
Performance Share payment.
3.6 A Participant shall be fully vested in his or her
Account Balance at all times.
3.7 The minimum Deferral period is two (2) years.
Article 4
Effect on Other Benefits
4.1 Deferrals shall not reduce benefits from any other
employee benefit plan of the Employer that is based on a
Participant's Gross Salary, except that Deferrals shall not
constitute compensation for purposes of calculating pension
benefits or allowable deductions under the Employer's section
401(k) plan (the $uper $aver Plan) unless and until distributed.
This includes, but is not limited to, life insurance and
disability benefits.
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Article 5
Establishing of Account and Crediting of Earnings
5.1 The Employer shall establish on its books an account
for each Participant in the Plan.
5.2 Each such account shall constitute only a bookkeeping
entry by the Employer for purposes of facilitating the
computation of Benefits.
5.3 Account Balances shall be adjusted monthly as though
they were invested pursuant to the Participant's direction under
rules established by the Committee among the investment funds
chosen by the Committee. The earnings rate for a partial month
shall be prorated.
Article 6
Benefit Payment
6.1 Subject to Section 6.5, the Employer will pay the
Benefit from the Participant's Account Balance beginning on the
Distribution Date time and in the manner specified by the
Participant in the Agreement.
6.2 If the Participant has failed to specify the manner in
which the Benefit shall be distributed, payment of the Benefit
shall be in a lump sum as soon as is administratively feasible
following Termination of Employment or Retirement.
6.3 The unpaid Account Balance will be adjusted monthly
pursuant to Section 5.3.
6.4 The Employer shall withhold from payments made under
this Plan any taxes required to be withheld from a Participant's
wages for Federal, state, or local government.
6.5 The Participant may elect to extend the Distribution
Date by notifying the Committee in writing at least one (1) year
plus one (1) day prior to the initially selected Distribution
Date. The Participant may elect to extend the Distribution Date
a maximum of two (2) times for each Deferral.
Article 7
Survivor Benefits
7.1 If the Participant dies prior to (i) the commencement
of benefits (as contemplated under Article 6) or (ii) the payment
in full of the amount in the Participant's Account Balance, the
Account Balance as of the Participant's death shall be paid to
the Beneficiary.
7.2 The Participant may request the mode of payment of the
foregoing benefit in the Agreement, which the Committee, in its
sole discretion, may authorize.
<PAGE> 15
7.3 Benefits will be paid in the same manner as in Section 6.2,
6.3, and 6.4.
Article 8
Termination of Employment
8.1 Upon a Termination of Employment, the Participant will
be entitled to a Benefit at the time and in the manner specified
by the Participant in the election form. Account Balances will
continue to be adjusted pursuant to Section 5.3.
Article 9
Beneficiary
9.1 All payments made by the Employer under the Plan shall
be made to the Participant during the Participant's lifetime.
9.2 A Participant shall designate a Beneficiary to receive
benefits under the Plan by completing the appropriate form as
designated by the Committee.
9.3 A Participant shall have the right at any time to
change the Beneficiary by submitting to the Committee a Change of
Beneficiary Notice in the form prescribed by the Committee.
9.4 Each Change of Beneficiary Notice shall be in writing
and shall be effective when received by the Employer. The
Employer shall acknowledge in writing receipt of each Change of
Beneficiary Notice.
9.5 Each Change of Beneficiary Notice shall automatically
revoke and supersede any prior Beneficiary designation, if any.
9.6 Any payment made by the Employer in accordance with
this Plan shall fully discharge the Employer from all further
obligations with respect to the amount of such payment.
9.7 If no Beneficiary designation is in effect at the time
of the Participant's death or if the named Beneficiary has
predeceased the Participant, then the Beneficiary (ies) shall be:
(1) the surviving spouse, (2) if there is no surviving spouse,
then the Participant's issue per stirpes, or (3) if no such issue
survive the Participant, then the Participant's estate.
Article 10
Leave of Absence
10.1 If a Participant is authorized by the Company for any
reason to take a PAID Leave of Absence, the Deferral commitments
shall remain in full force and effect.
10.2 If a Participant takes an UNPAID Leave of Absence from
the employment of the Company, the Deferral commitments shall be
suspended until the Leave of Absence ends and the Participant's
paid status resumes.
<PAGE> 16
Article 11
Employer Liability
11.1 Benefits to a Participant shall be paid exclusively
from the general assets of the Employer.
11.2 The right of the Participant to Benefits shall be no
greater than that of an unsecured general creditor, except as
otherwise provided by law.
11.3 The Employer shall have no obligation to a Participant
under the Plan, except as provided in the Master Plan Document.
11.4 The Participant must cooperate with the Employer in
furnishing all information requested by the Employer in order to
facilitate the payment of Benefits.
Article 12
No Guarantee of Continuing Employment
12.1 Nothing herein shall constitute a contract of
continuing employment between the Employer and the Participant.
Article 13
Termination, Amendment or Modification of Plan
13.1 The Employer reserves the right to terminate this
Plan. In the event of Employer-instigated Plan termination, the
Participants will receive their Account Balances as of the date
of termination. The mode of payment shall be determined by the
Committee.
13.2 Termination of this Plan shall not terminate the
rights of a Participant or a Beneficiary to continue to receive
any Benefits under this Plan to which they have become entitled
prior to its termination.
Article 14
Restriction on Alienation of Benefits
14.1 No right or benefit under the Plan shall be subject to
alienation, sale, transfer, pledge, assignment or encumbrance by
a Participant, a Beneficiary or other person except as may be
required by law.
Article 15
Early Withdrawal
15.1 No withdrawal for hardship is contemplated by this
Plan. However, the Committee, in its sole discretion, may
consider and grant a request for hardship withdrawal upon terms
which the Committee may deem fair and equitable. A hardship for
these purposes shall mean a severe financial hardship to the
Participant resulting from extraordinary circumstances beyond the
control of the Participant.
<PAGE> 17
15.2 A Participant may, upon 30 days' prior written notice
to the Committee, elect to receive all or a portion of his or her
Account Balance, in which case the Committee shall promptly after
the 30-day period pay to the Participant 90% of the portion of
the Account Balance that the Participant has elected to receive.
The remaining 10% of the elected portion of the Account Balance
shall be canceled and the Company shall have no further
obligation with respect thereto. If the Participant elects an
immediate pay-out pursuant to this Section 15.2, the Participant
may not make further Deferrals in this Plan for a period of two-
years thereafter. The Participant is not eligible to make
further Deferrals in this Plan again if the Participant elects a
withdrawal pursuant to this Section 15.2 more than once.
Notwithstanding anything else in this Plan to the contrary, in
the event of any act of God, war, natural disaster, aircraft
grounding, revocation of operating certificate, terrorism,
strike, lockout, labor dispute, work stoppage, fire, other act,
whether similar or dissimilar, beyond the control of the Company
(each a "Force Majeure Event"), which Force Majeure Event affects
the Company or its subsidiaries, the Board of Directors of the
Company, at its sole discretion, may (i) terminate this Section
15.2 or (ii) suspend, delay, defer or substitute (for such
period of time as the Board may deem necessary) any payments due
by operation of this Section 15.2.
Article 16
Administration of the Plan
16.1 The general administration of this Plan, as well as
construction and interpretation thereof, shall be vested in the
Committee. The number of Committee members shall be established
by, and the members shall be appointed from time to time by, and
shall serve at the pleasure of, the Board of Directors of the
Employer; provided, however, that no member of the Committee
shall be allowed to participate in decisions regarding his own
eligibility or benefits under the Plan.
16.2 Subject to the Plan, the Committee shall from time to
time establish rules, forms and procedures for the administration
of the Plan. Except as otherwise expressly provided, the
Committee shall have the exclusive right to interpret the Plan
and to decide any and all matters arising thereunder. The
Committee's decisions shall be conclusive and binding upon all
persons having or claiming to have any right or interest under
the Plan.
16.3 The Committee may employ such consultants, advisors
and managers as it deems necessary or useful in carrying out its
duties.
16.4 No member of the Committee shall be liable for any act
or omission on such Committee member's own part, excepting
willful misconduct. The Employer shall indemnify and save
harmless each member of the Committee against any and all
expenses and liabilities arising out of membership on the
Committee, with the exception of expenses and liabilities arising
out of willful misconduct.
16.5 To enable the Committee to perform its functions, the
Employer shall supply full and timely information to the
Committee on all matters relating to the compensation of all
Participants, their retirement, death or other cause for
termination of employment and such other pertinent facts as the
Committee may require.
<PAGE> 18
16.6 The Committee shall have the power, in its sole discretion,
to change the manner and time of payments to be made to a
Participant or Beneficiary from that set forth in the
Participant's Agreement.
16.7 The Company reserves the right to amend this Plan as
it deems appropriate for future deferral years.
16.8 Dispute Resolution Procedure:
(a) Notice of Denial of Claim. When a Participant's
claim for benefits under this Plan has been denied, the Committee
shall provide notice to the Participant in writing of the denial
within 90 days after the submission of the claim. The notice
shall be written in a manner calculated to be understood by the
applicant and shall include:
(i) the specific reason or reasons for denial;
(ii) specific references to the pertinent Plan
provisions on which the denial is based;
(iii) a description of any additional
material or information necessary for the applicant to
perfect the claim and an explanation of why such material
or information is necessary; and
(iv) an explanation of the Plan's claim review
procedures.
If special circumstances require an extension of time for
processing the initial claim, a written notice of the extension
and the reason therefore shall be furnished to the claimant
before the end of the initial 90-day period. In no event shall
this extension exceed 90 days.
(b) Appeal of Denied Claim. In the event a claim for
benefits under the Plan is denied or if the applicant has had no
response to such claim within 90 days of its submission (in which
case the claim for benefits shall be deemed to have been denied),
the applicant or his duly authorized representative, at the
applicant's sole expense, may appeal the denial to his Employer
within 60 days of the receipt of written notice of the denial or
60 days from the date such claim is deemed to be denied. In
pursuing such appeal the applicant or his duly authorized
representative:
(i) may request in writing that his Employer
review the denial;
(ii) may review pertinent documents; and
(iii) may submit issues and comments in writing.
The decision on review shall be made within 60 days of receipt of
the request for review, unless special circumstances require an
extension of time for processing, in which case a decision shall
be rendered as soon as possible, but not later than 120 days
after receipt of the request for
<PAGE> 19
review. If such an extension of time is required, written notice
of the extension shall be furnished to the claimant before the
end of the original 60-day period. The decision on review shall
be made in writing, shall be written in a manner calculated to be
understood by the claimant, and shall include specific references
to the provisions of this Plan on which the denial is based. If
the decision on review is not furnished within the time specified
above, the claim shall be denied on review
Article 17
Miscellaneous
17.1 Any notice given under the Plan shall be in writing
and shall be mailed or delivered to: American Airlines, Inc.,
Executive Compensation and Benefits, Mail Drop 5131 HDQ, P . O.
Box 619616, DFW Airport, TX 75261-9616.
17.2 The Plan shall be binding upon the Employer and its
respective successors or assigns and upon a Participant,
Participant's Beneficiary, assigns, heirs, executors and
administrators.
17.3 The Plan and Plan Agreement shall be governed by and
construed under the Laws of the State of Texas.
17.4 Headings in the Master Plan Document are inserted for
convenience of reference only. In the event of any conflict
between such headings and the text, the text shall govern.
17.5 Masculine pronouns, however used, shall include
feminine pronouns and when the context dictates, the singular
shall include the plural.
<PAGE> 20
Article 18
Trust
18.1 To assist in the payment of Benefits following a
Change in Control or Potential Change in Control (each as defined
in the 1998 Long-Term Incentive Plan (or its successors) of AMR
Corporation ("AMR") with respect to AMR, the Board of Directors
of AMR or its General Counsel or its Corporate Secretary may
establish a trust.
18.2 The trust which may be established pursuant to Section
18.1 will be: i) with a nationally recognized banking
institution with experience in serving as a trustee for such
matters, ii) pursuant to such documentation as recommended by
outside counsel to AMR, and iii) funded so as to enable the trust
to pay the Benefits contemplated under the Plan as may be
determined by AMR's independent compensation consultant. In
addition, AMR's Board of Directors, its General Counsel or its
Corporate Secretary, may take those additional actions deemed
reasonably necessary to accomplish the stated purpose of Section
18.1.
IN WITNESS WHEREOF the Employer has signed this Plan this 14th
day of August, 1998.
AMR CORPORATION
By: /s/C. D. MarLett
C. D. MarLett
Title:Corporate Secretary
January 7, 1999
<PAGE> 21
AMR Corporation
P.O. Box 619616
Dallas/Fort Worth Airport, Texas 75261-9616
Registration Statement on Form S-8 relating
to the AMR Corporation 1987 Executive Deferral Plan
(as amended through 1998)
Ladies and Gentlemen:
I am Corporate Secretary 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 $30,000,000.00 of unsecured
obligations (the "Deferred Compensation Obligations") of AMR
Corporation, to pay deferred compensation in the future to
eligible employees of AMR Corporation in accordance with the
terms of the AMR Corporation 1987 Executive Deferral Plan (as
amended through 1998) (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
Deferred Compensation Obligations have been duly authorized and,
when issued to eligible employees of AMR Corporation in
accordance with the Plan, will constitute the valid and legally
binding obligations of AMR Corporation, enforceable in accordance
with their terms, subject to or limited by bankruptcy,
insolvency, reorganization, arrangement, moratorium, or other
similar laws relating to or affecting the rights of creditors
generally.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Charles D. MarLett
Charles D. MarLett
Corporate Secretary
<PAGE> 22
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the AMR
Corporation 1987 Executive Deferral Plan (as amended through
1998), 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 (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
January 6, 1999
<PAGE> 23
POWER OF ATTORNEY
The undersigned, a 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 (the "SEC") for the purpose of registering
under the Securities Act of 1933, as amended (the "Securities
Act"), deferred compensation obligations to be offered pursuant
to the AMR Corporation 1987 Executive Deferral Plan (as amended
through 1998), and as it may from time to time be amended; and
(a) 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 deferred compensation obligations that
such attorneys-in-fact and agents, or any one of them, deem
necessary or advisable to enable the Corporation to comply with
(1) the Securities Act, the Securities Exchange Act of 1934, as
amended, and the other federal requirements of the SEC in respect
of any thereof; (2) the securities or Blue Sky laws of any state
or other governmental subdivision of the United States of
America; and (3) the securities or similar applicable laws of
Canada, the United States of 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
to this power of attorney this 7th day of January, 1999.
/s/ Donald J. Carty
____________________________
Donald J. Carty
<PAGE> 24
POWER OF ATTORNEY
The undersigned, a 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 (the "SEC") for the purpose of registering
under the Securities Act of 1933, as amended (the "Securities
Act"), deferred compensation obligations to be offered pursuant
to the AMR Corporation 1987 Executive Deferral Plan (as amended
through 1998), and 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 deferred compensation obligations that
such attorneys-in-fact and agents, or any one of them, deem
necessary or advisable to enable the Corporation to comply with
(1) the Securities Act, the Securities Exchange Act of 1934, as
amended, and the other federal requirements of the SEC in respect
of any thereof; (2) the securities or Blue Sky laws of any state
or other governmental subdivision of the United States of
America; and (3) the securities or similar applicable laws of
Canada, the United States of 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
to this power of attorney this 7th day of January, 1999.
/s/ Gerard J. Arpey
____________________________
Gerard J. Arpey
<PAGE> 25
POWER OF ATTORNEY
The undersigned, a 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 (the "SEC") for the purpose of registering
under the Securities Act of 1933, as amended (the "Securities
Act"), deferred compensation obligations to be offered pursuant
to the AMR Corporation 1987 Executive Deferral Plan (as amended
through 1998), and as it may from time to time be amended; and
(a) 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 deferred compensation obligations that
such attorneys-in-fact and agents, or any one of them, deem
necessary or advisable to enable the Corporation to comply with
(1) the Securities Act, the Securities Exchange Act of 1934, as
amended, and the other federal requirements of the SEC in respect
of any thereof; (2) the securities or Blue Sky laws of any state
or other governmental subdivision of the United States of
America; and (3) the securities or similar applicable laws of
Canada, the United States of 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
to this power of attorney this 7th day of January, 1999.
/s/ David L. Boren
____________________________
David L. Boren
<PAGE> 26
POWER OF ATTORNEY
The undersigned, a 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:
I. one or more Registration Statements of the Corporation on an
appropriate form proposed to be filed with the Securities and
Exchange Commission (the "SEC") for the purpose of registering
under the Securities Act of 1933, as amended (the "Securities
Act"), deferred compensation obligations to be offered pursuant
to the AMR Corporation 1987 Executive Deferral Plan (as amended
through 1998), and as it may from time to time be amended; and
I. 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 deferred compensation obligations that
such attorneys-in-fact and agents, or any one of them, deem
necessary or advisable to enable the Corporation to comply with
(1) the Securities Act, the Securities Exchange Act of 1934, as
amended, and the other federal requirements of the SEC in respect
of any thereof; (2) the securities or Blue Sky laws of any state
or other governmental subdivision of the United States of
America; and (3) the securities or similar applicable laws of
Canada, the United States of 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
to this power of attorney this 7th day of January, 1999.
/s/ Edward A. Brennan
____________________________
Edward A. Brennan
<PAGE> 27
POWER OF ATTORNEY
The undersigned, a 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:
I. one or more Registration Statements of the Corporation on an
appropriate form proposed to be filed with the Securities and
Exchange Commission (the "SEC") for the purpose of registering
under the Securities Act of 1933, as amended (the "Securities
Act"), deferred compensation obligations to be offered pursuant
to the AMR Corporation 1987 Executive Deferral Plan (as amended
through 1998), and as it may from time to time be amended; and
I. 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 deferred compensation obligations that
such attorneys-in-fact and agents, or any one of them, deem
necessary or advisable to enable the Corporation to comply with
(1) the Securities Act, the Securities Exchange Act of 1934, as
amended, and the other federal requirements of the SEC in respect
of any thereof; (2) the securities or Blue Sky laws of any state
or other governmental subdivision of the United States of
America; and (3) the securities or similar applicable laws of
Canada, the United States of 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
to this power of attorney this 7th day of January, 1999.
/s/ Armando M. Codina
____________________________
Armando M. Codina
<PAGE> 28
POWER OF ATTORNEY
The undersigned, a 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:
I. one or more Registration Statements of the Corporation on an
appropriate form proposed to be filed with the Securities and
Exchange Commission (the "SEC") for the purpose of registering
under the Securities Act of 1933, as amended (the "Securities
Act"), deferred compensation obligations to be offered pursuant
to the AMR Corporation 1987 Executive Deferral Plan (as amended
through 1998), and as it may from time to time be amended; and
I. 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 deferred compensation obligations that
such attorneys-in-fact and agents, or any one of them, deem
necessary or advisable to enable the Corporation to comply with
(1) the Securities Act, the Securities Exchange Act of 1934, as
amended, and the other federal requirements of the SEC in respect
of any thereof; (2) the securities or Blue Sky laws of any state
or other governmental subdivision of the United States of
America; and (3) the securities or similar applicable laws of
Canada, the United States of 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
to this power of attorney this 7th day of January, 1999.
/s/ Charles T. Fisher, III
____________________________
Charles T. Fisher, III
<PAGE> 29
POWER OF ATTORNEY
The undersigned, a 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:
I. one or more Registration Statements of the Corporation on an
appropriate form proposed to be filed with the Securities and
Exchange Commission (the "SEC") for the purpose of registering
under the Securities Act of 1933, as amended (the "Securities
Act"), deferred compensation obligations to be offered pursuant
to the AMR Corporation 1987 Executive Deferral Plan (as amended
through 1998), and as it may from time to time be amended; and
I. 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 deferred compensation obligations that
such attorneys-in-fact and agents, or any one of them, deem
necessary or advisable to enable the Corporation to comply with
(1) the Securities Act, the Securities Exchange Act of 1934, as
amended, and the other federal requirements of the SEC in respect
of any thereof; (2) the securities or Blue Sky laws of any state
or other governmental subdivision of the United States of
America; and (3) the securities or similar applicable laws of
Canada, the United States of 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
to this power of attorney this 7th day of January, 1999.
/s/ Earl G. Graves
____________________________
Earl G. Graves
<PAGE> 30
POWER OF ATTORNEY
The undersigned, a 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:
I. one or more Registration Statements of the Corporation on an
appropriate form proposed to be filed with the Securities and
Exchange Commission (the "SEC") for the purpose of registering
under the Securities Act of 1933, as amended (the "Securities
Act"), deferred compensation obligations to be offered pursuant
to the AMR Corporation 1987 Executive Deferral Plan (as amended
through 1998), and as it may from time to time be amended; and
I. 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 deferred compensation obligations that
such attorneys-in-fact and agents, or any one of them, deem
necessary or advisable to enable the Corporation to comply with
(1) the Securities Act, the Securities Exchange Act of 1934, as
amended, and the other federal requirements of the SEC in respect
of any thereof; (2) the securities or Blue Sky laws of any state
or other governmental subdivision of the United States of
America; and (3) the securities or similar applicable laws of
Canada, the United States of 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
to this power of attorney this 7th day of January, 1999.
/s/ Dee J. Kelly
____________________________
Dee J. Kelly
<PAGE> 31
POWER OF ATTORNEY
The undersigned, a 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 her true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in her name
and on her behalf:
I. one or more Registration Statements of the Corporation on an
appropriate form proposed to be filed with the Securities and
Exchange Commission (the "SEC") for the purpose of registering
under the Securities Act of 1933, as amended (the "Securities
Act"), deferred compensation obligations to be offered pursuant
to the AMR Corporation 1987 Executive Deferral Plan (as amended
through 1998), and as it may from time to time be amended; and
I. 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 deferred compensation obligations that
such attorneys-in-fact and agents, or any one of them, deem
necessary or advisable to enable the Corporation to comply with
(1) the Securities Act, the Securities Exchange Act of 1934, as
amended, and the other federal requirements of the SEC in respect
of any thereof; (2) the securities or Blue Sky laws of any state
or other governmental subdivision of the United States of
America; and (3) the securities or similar applicable laws of
Canada, the United States of Mexico, and any other foreign
jurisdiction; and the undersigned does hereby ratify and confirm
as her 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
to this power of attorney this 7th day of January, 1999.
/s/ Ann D. McLaughlin
____________________________
Ann D. McLaughlin
<PAGE> 32
POWER OF ATTORNEY
The undersigned, a 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:
I. one or more Registration Statements of the Corporation on an
appropriate form proposed to be filed with the Securities and
Exchange Commission (the "SEC") for the purpose of registering
under the Securities Act of 1933, as amended (the "Securities
Act"), deferred compensation obligations to be offered pursuant
to the AMR Corporation 1987 Executive Deferral Plan (as amended
through 1998), and as it may from time to time be amended; and
I. 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 deferred compensation obligations that
such attorneys-in-fact and agents, or any one of them, deem
necessary or advisable to enable the Corporation to comply with
(1) the Securities Act, the Securities Exchange Act of 1934, as
amended, and the other federal requirements of the SEC in respect
of any thereof; (2) the securities or Blue Sky laws of any state
or other governmental subdivision of the United States of
America; and (3) the securities or similar applicable laws of
Canada, the United States of 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
to this power of attorney this 7th day of January, 1999.
/s/ Charles H. Pistor, Jr.
____________________________
Charles H. Pistor, Jr.
<PAGE> 33
POWER OF ATTORNEY
The undersigned, a 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:
I. one or more Registration Statements of the Corporation on an
appropriate form proposed to be filed with the Securities and
Exchange Commission (the "SEC") for the purpose of registering
under the Securities Act of 1933, as amended (the "Securities
Act"), deferred compensation obligations to be offered pursuant
to the AMR Corporation 1987 Executive Deferral Plan (as amended
through 1998), and as it may from time to time be amended; and
I. 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 deferred compensation obligations that
such attorneys-in-fact and agents, or any one of them, deem
necessary or advisable to enable the Corporation to comply with
(1) the Securities Act, the Securities Exchange Act of 1934, as
amended, and the other federal requirements of the SEC in respect
of any thereof; (2) the securities or Blue Sky laws of any state
or other governmental subdivision of the United States of
America; and (3) the securities or similar applicable laws of
Canada, the United States of 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
to this power of attorney this 7th day of January, 1999.
/s/ Joe M. Rodgers
____________________________
Joe M. Rodgers
<PAGE> 34
POWER OF ATTORNEY
The undersigned, a 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 her true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in her name
and on her behalf:
I. one or more Registration Statements of the Corporation on an
appropriate form proposed to be filed with the Securities and
Exchange Commission (the "SEC") for the purpose of registering
under the Securities Act of 1933, as amended (the "Securities
Act"), deferred compensation obligations to be offered pursuant
to the AMR Corporation 1987 Executive Deferral Plan (as amended
through 1998), and as it may from time to time be amended; and
I. 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 deferred compensation obligations that
such attorneys-in-fact and agents, or any one of them, deem
necessary or advisable to enable the Corporation to comply with
(1) the Securities Act, the Securities Exchange Act of 1934, as
amended, and the other federal requirements of the SEC in respect
of any thereof; (2) the securities or Blue Sky laws of any state
or other governmental subdivision of the United States of
America; and (3) the securities or similar applicable laws of
Canada, the United States of Mexico, and any other foreign
jurisdiction; and the undersigned does hereby ratify and confirm
as her 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
to this power of attorney this 7th day of January, 1999.
/s/ Judith Rodin
/s/ Judith Rodin
Judith Rodin
<PAGE> 35
POWER OF ATTORNEY
The undersigned, a 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:
I. one or more Registration Statements of the Corporation on an
appropriate form proposed to be filed with the Securities and
Exchange Commission (the "SEC") for the purpose of registering
under the Securities Act of 1933, as amended (the "Securities
Act"), deferred compensation obligations to be offered pursuant
to the AMR Corporation 1987 Executive Deferral Plan (as amended
through 1998), and as it may from time to time be amended; and
I. 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 deferred compensation obligations that
such attorneys-in-fact and agents, or any one of them, deem
necessary or advisable to enable the Corporation to comply with
(1) the Securities Act, the Securities Exchange Act of 1934, as
amended, and the other federal requirements of the SEC in respect
of any thereof; (2) the securities or Blue Sky laws of any state
or other governmental subdivision of the United States of
America; and (3) the securities or similar applicable laws of
Canada, the United States of 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
to this power of attorney this 7th day of January, 1999.
/s/ Maurice Segall
____________________________
Maurice Segall
