AMERICAN AIRLINES, INC.
1997 INCENTIVE COMPENSATION PLAN
FOR OFFICERS AND KEY EMPLOYEES
The purpose of the 1997 American Airlines Incentive Compensation Plan ("Plan") for Officers and Key
Employees is to provide greater incentive to officers and key employees of American Airlines, Inc. ("American"),
to achieve the highest level of individual performance, and to meet or exceed specified goals which will contribute
to the success of American.
"AMR" is defined as AMR Corporation.
"American" is defined as AMR Corporation less AMR subsidiaries other than American Airlines, Inc.
"Committee" is defined as the Compensation/Nominating Committee of the AMR Board of Directors.
"Fund" is defined as the incentive compensation fund, if any, accumulated in accordance with this Plan.
"Qualified Earnings" is defined as base pay, overtime, holiday pay, skill premiums, longevity pay, sick pay,
vacation pay, shift differential, market rate differential, overrides and license premiums and does not include such
things as travel and incidental expenses, moving expenses, relocation allowance (COLA), payouts from any
retirement plan, disability payments, Workers Compensation payments, imputed income from D-3 service
charges or Company provided life insurance, nor does it include any special monetary awards or allowances such
as IdeAAs in Action payments, lump sum payments, or incentive compensation or profit sharing payments.
"Target Award" is defined as the award (stated as a percentage of Qualified Earnings) for an eligible participant
when Target CFROGA is achieved: subject, however, to adjustment by the Committee or senior management, as
the case may be, based upon the participant's individual performance.
"Adjusted Earnings/(Loss)" is defined as the sum of American's net earnings/(loss), aircraft rental expense - net of
the Related Tax Impact, and Net Interest Expense -
net of the Related Tax Impact, less: Calculated Amortization on Operating Leases - net of th