UNITED STATES OF AMERICA,                   Plaintiff,                   v. SIGNATURE FLIGHT SUPPORT CORPORATION, AMR COMBS, INC.,    and AMR CORPORATION,                Defendants.

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Civil Action No.: 1:99CV00537 Judge Lamberth Filed: 3/1/99

It is stipulated by and between the undersigned parties, by their respective attorneys, as follows:

1. The Court has jurisdiction over the subject matter of this action and over each of the parties hereto, and venue of this action is proper in the United States District Court of the District of Columbia;

2. The parties stipulate that a Final Judgment in the form hereto attached may be filed and entered by the Court, upon the motion of any party or upon the Court's own motion, at any time after compliance with the requirements of the Antitrust Procedures and Penalties Act (15 U.S.C. § 16), and without further notice to any party or other proceedings, provided that plaintiff has not withdrawn its consent, which it may do at any time before the entry of the proposed Final Judgment by serving notice thereof on defendants and by filing that notice with the Court;

3. Defendant Signature (as defined in paragraph II.A of the proposed Final Judgment attached hereto) shall abide by and comply with the provisions of the proposed Final Judgment pending entry of the Final Judgment, or until expiration of time for all appeals of any court ruling declining entry of the proposed Final Judgment, and shall, from the date of the signing of this Stipulation, comply with all the terms and provisions of the proposed Final Judgment as though the same were in full force and effect as an order of the Court; provided, however, that Signature shall not be obligated to comply with Sections V through VIII of the proposed Final Judgment unless and until the closing of any transaction in which Signature directly or indirectly acquires all or any part of the assets or capital stock of Combs (as defined in paragraph II.B of the proposed Final Judgment attached hereto);

4. Defendants shall not consummate the transaction before the Court has signed this Stipulation and Order as well as the Hold Separate Stipulation and Order;

5. In the event plaintiff withdraws its consent, as provided in paragraph 2 above, or in the event the proposed Final Judgment is not entered pursuant to this Stipulation, the time has expired for all appeals of any court ruling declining entry of the proposed Final Judgment, and the Court has not otherwise ordered continued compliance with the terms and provisions of the proposed Final Judgment, then the parties are released from all further obligations under this Stipulation, and the making of this Stipulation shall be without prejudice to any party in this or any other proceeding;

6. The defendant Signature represents that the divestitures ordered in the proposed Final Judgment can and will be made, and that the defendant Signature will later raise no claims of hardship or difficulty as grounds for asking the Court to modify any of the divestiture provisions contained therein.

Dated: March 1, 1999

FOR PLAINTIFF UNITED STATES OF AMERICA: _______________"/s/"________________ Nina B. Hale Salvatore Massa Attorneys U.S. Department of Justice Antitrust Division Transportation, Energy, and Agriculture Section 325 Seventh Street, N.W. Suite 500 Washington, D.C. 20530 (202) 307-6351

FOR DEFENDANT SIGNATURE FLIGHT SUPPORT CORPORATION: _______________"/s/"________________ William Norfolk, Esq. Sullivan & Cromwell 125 Broad Street New York, New York 10004 212-558-3512 FOR DEFENDANTS AMR COMBS, INC. and AMR CORPORATION _______________"/s/"________________ Eugene A. Burrus, Esq. AMR Corporation P.O. Box 619616 MD 5675 Dallas Fort Worth Airport, TX 75261 (817) 967-1252

SO ORDERED:

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United States District Judge

Dated: _________________________________