ex10135.htm


    
      

      

    


    AMR
CORPORATION

     

    


     

    PROCEDURES
FOR DEFERRAL OF BOARD RETAINERS AND FEES

     

    (AN
AMENDMENT AND RESTATEMENT

     

    OF
THE

     

    DIRECTORS’
STOCK EQUIVALENT PLAN)

     

    ARTICLE
I

     

    PURPOSE OF THESE
PROCEDURES

     

    Section
1.1 Purpose of these
Procedures.  This document is effective January 1, 2005, except
as otherwise expressly provided.  It is an amendment and restatement
in the entirety of the Directors’ Stock Equivalent Purchase Plan (the “Plan”)
for deferral of retainer and fees by active and former members of the Board of
Directors of AMR Corporation.  The Plan is amended and restated by
these procedures to comply with section 409A of the Internal Revenue Code of
1986, as amended (defined in Section 2.1 as the “Code”).  These
procedures control the terms and provisions of all elective deferred
compensation agreements deferring retainers and fees remaining outstanding with
such Board members on and after January 1, 2005, and shall govern the terms and
conditions of such elective deferrals.  These procedures shall prevail
over the terms of any separate agreement made pursuant to this Plan which is in
conflict with this Plan, and replace the document entitled “Director’s Stock
Equivalent Purchase Plan”, for deferrals subject to these
procedures.  

     

    ARTICLE
II

     

    DEFINITIONS

     

    Section
2.1 Definitions.  Throughout
this document, certain defined terms are used which are identified by initial
capitalization.  Such terms are defined in this Section 2.1, unless
the context in which such terms are used clearly provides
otherwise.  

     

    (a) “AMR”.  AMR
Corporation and any successor corporation thereto.

     

    (b) “Beneficiary”.  A
person designated by a Participant who, as permitted under the terms of these
procedures, is or may be entitled to a benefit under these procedures in the
event of the death of the Participant.  If no Beneficiary is
designated, or if the designated Beneficiary is not then living, benefits will
be paid pursuant to Section 9.2.

     

    (c) “Board”.  The
Board of Directors of AMR Corporation.

     

    (d) “Change in
Control”.  A change in ownership of AMR, or change in effective
control of AMR, or change in ownership of a substantial portion of AMR's assets,
in each case as defined in Treasury Regulation 1.409A-3(i)(5) or successor
guidance thereto.  For such purpose the specified percentages in
Treasury Regulation 1.409A-3(i)(5)(v), (vi) and (vii) or successor guidance
thereto shall be utilized, rather than any elective percentage.

     

    (e) “Code”.  The
Internal Revenue Code of 1986, as amended.

     

    (f) “Committee”.  The
Nominating/Corporate Governance Committee of the Board, unless the Board, by
majority vote of its members, elects to serve as the Committee
hereunder.  In the event the Board determines to assume the
administrative duties under these procedures, references hereunder to the
“Committee” shall be references to the Board.

     

    (g) “Deferred Compensation
Agreement”.  A written agreement between AMR or American
Airlines, Inc. and a Participant pursuant to which a Participant consents to
participation and makes a deferral of compensation hereunder.

     

    (h) “Disabled” or
“Disability”.  “Disabled” or “Disability” shall be determined
pursuant to section 409A(a)(2)(C) of the Code.  Determination of
Disability shall be made by the Committee consistently with Treasury Regulation
1.409A-3(i)(4)(i) or successor guidance thereto.

     

    (i) “Participant”.  A
member or former member of the Board who has electively deferred retainers and
fees under these procedures shall be a Participant and shall remain a
Participant until he or she or his or her Beneficiary has received payment of
all amounts deferred hereunder.  A Participant who is an employee of
AMR or American Airlines, Inc., is not eligible to participate while in employee
status.

     

    ARTICLE
III

     

    ADMINISTRATION

     

    Section
3.1 Administration.  This
Plan shall be administered by the Committee.  The Committee shall have
the power and the duty to take all actions necessary and proper to carry out the
provisions of these procedures.  

     

    ARTICLE
IV

     

    ELIGIBILITY AND
PARTICIPATION

     

    Section
4.1 Eligibility and
Participation.  These procedures as provided in this Plan shall
cover members of the Board who are not employees of AMR or American Airlines,
Inc.  Such individuals shall be entitled to defer retainers and fees
while serving as members of the Board.  In the event such a member
ceases to be a member of the Board of AMR, he or she shall cease to be eligible
to elect any future deferrals hereunder, but participation shall continue until
all deferrals are paid. Any eligible Board member who has made a deferral is a
Participant.  

     

    ARTICLE
V

     

    DEFERRAL

     

    Section
5.1 Deferral.  A
Participant may elect prior to the commencement of each calendar year to defer
payment of all or any part of his or her director fees and retainers for
services to be rendered during the following calendar year according to the
Participant's Deferred Compensation Agreement.  In the year in which
an eligible director is elected or appointed, the eligible director may defer
retainers and fees for such year by signing a Deferred Compensation Agreement,
within thirty (30) days of election or appointment which shall become effective
for fees and retainers payable after the date of execution.  Once
executed, a Deferred Compensation Agreement may not be cancelled or
revoked.  The Participant shall elect the form in which his or her
benefits shall be paid at the time he or she makes his or her deferral election
pursuant to these procedures.  Once made, an election of the time and
form of payment cannot be changed unless (i) made twelve (12) months before the
time of the first payment to be changed, (ii) is not effective for twelve (12)
months, and (iii) must defer the payment at least five (5) years later than the
originally scheduled first payment date, except as otherwise specifically
permitted in applicable Treasury Regulations.  Each Deferred
Compensation Agreement shall constitute a separate payment election for the
compensation deferred under that Deferred Compensation
Agreement.  

     

    ARTICLE
VI

     

    ACCOUNTING FOR DEFERRED
AMOUNTS

     

    Section
6.1 Accounting for Deferred
Amounts.  AMR shall maintain an individual account under the
name of each Participant on whose behalf compensation has been deferred under
these procedures.  Each such account shall be adjusted to reflect the
retainers and fees credited thereto, the additional amounts credited on such
compensation pursuant to Article VII and any payment of such amounts
hereunder.  Each account shall be credited with earnings or values
computed pursuant to Article VII.  

     

    Section
6.2 Funding.  AMR
will pay the entire cost of the Plan.  It is the intent of AMR to pay
benefits as they become payable from the general assets of AMR.

     

    ARTICLE
VII

     

    COMPUTATION OF AMOUNTS
CREDITED TO DEFERRED ACCOUNTS

     

    Section
7.1 Deferral of Retainers and
Fees.  A Participant may elect to defer all or a portion of his
or her yearly retainers and fees pursuant to one of two deferral
methods:

     

    (a) JP Morgan Chase Bank, N.A.
Deferral.  Under this method, amounts deferred will earn
interest (compounded monthly) at the prime rate in effect from time to time at
the JP Morgan Chase Bank N.A., or any successor thereto.

     

    (b) Stock Purchase Equivalent
Plan.  Under this method, compensation deferred during any
calendar month is converted on the last business day of each month into stock
equivalent units by dividing the total amount of deferred compensation by the
arithmetic mean of the highest and lowest quoted selling price, regular way, of
the common stock of AMR on the New York Stock Exchange (“Fair Market Value”)
during such month.  At the end of the determined period AMR or
American Airlines, Inc., will pay to the Participant an amount in cash equal to
the number of accumulated stock equivalent units multiplied by the Fair Market
Value of the AMR common stock during the month in which the deferral period
terminates.  The number of stock equivalent units computed as above
will be allocated to the Participant’s account on a cumulative
basis.

     

    In the
event of any merger, reorganization, consolidation, recapitalization, stock
dividend, stock split or other change in corporate structure affecting AMR’s
common stock, an adjustment will be made to the number of stock equivalent units
credited to a Participant's account.  The adjustment contemplated by
this paragraph will be similar to adjustments made to stock awards made to
officers of AMR.

     

    ARTICLE
VIII

     

    VESTING

     

    Section
8.1 Vesting.  A
Participant shall at all times have a nonforfeitable right to all amounts
credited to his or her account hereunder.

     

    ARTICLE
IX

     

    TIME AND METHOD OF
DISTRIBUTION OF BENEFITS

     

    Section
9.1 Time and Method of
Distribution of Benefits.  Amounts shall be paid in a single
lump sum after the first to occur of the following events (not later than sixty
days after):

     

    (a) the date
of the Participant's Disability;

     

    (b) the date
of the Participant's death;

     

    (c) the date
of a Change in Control; or

     

    (d) the time
of payment elected by the Participant in his or  her Deferred
Compensation Agreement.

     

    No
Participant or Beneficiary shall have any right to payment of any amounts
hereunder prior to such event except as provided in this Article IX, and amounts
shall be payable hereunder only in accordance with the terms and provisions of
these procedures.  Payment may not be accelerated by action of AMR or
the Participant, except as provided in Section 10.1.  The Participant
shall elect the time at which his or her deferral for the relevant year shall be
paid when he or she makes his or her deferral election pursuant to Article V of
the Plan.  Notwithstanding anything to the contrary in this Section
9.1, prior to December 31, 2008, changes to the time and form of payment
accomplished by this amended and restated Plan, and any amendments to individual
Deferred Compensation Agreements which change the time and form of payment shall
be deemed to have made in accordance with Internal Revenue Service Notices
2006-79 and 2007-86.

     

    Section
9.2 Death of a
Participant.  In the event that a Participant shall die at any
time prior to complete distribution of all amounts payable to him or her,
payment shall be made within sixty (60) days of the date of the Participant’s
death, in a lump sum to the Beneficiary designated by the
Participant.  In the absence of a designation by a Participant or if
the designated Beneficiary(ies) predecease the Participant, the unpaid amount
shall be paid to the Participant's spouse, and if the spouse is not then living
to the Participant’s estate.  Each Participant shall have the right to
designate the Beneficiary selected in writing.  Beneficiary
designations shall be made only through the Participant's Deferred Compensation
Agreement.

     

    Section
9.3 Time of Payment Elected by
Participant.  Payment pursuant to a Deferred Compensation
Agreement for periods of Board service before January 1, 2005, shall be
made in accordance with the payment terms designated by the relevant Deferred
Compensation Agreement, notwithstanding the provisions of this Article
IX.

     

    Section
9.4 Payment In The Event Of
Legal Disability.  If a person entitled to any payment shall be
under a legal disability, or in the sole judgment of the Committee shall
otherwise be unable to apply such payment to his or her own interest and
advantage, the Committee, in the exercise of his discretion, may direct such
payment in any one (1) or more of the following ways:

     

    (a) Directly
to such person;

     

    (b) To his or
her legal guardian or conservator; or

     

    (c) To his or
her spouse or to any person charged with his or her support;

     

    to be
expended for his or her benefit.  The decision of the Committee shall
in each case be final and binding upon all persons in interest.  Any
such payment shall completely discharge the obligations of the AMR and American
Airlines, Inc. with regard to such payment.

     

    Section
9.5 Assignment.  The
right to receive benefits under the Plan may not be anticipated, alienated,
sold, transferred, assigned, pledged, reimbursed or subjected to any change or
legal process.  

     

    ARTICLE
X

     

    AMENDMENT AND
TERMINATION

     

    Section
10.1 Amendment;
Termination.  The Board may terminate or amend this Plan,
provided that no such termination or suspension shall adversely affect a benefit
payable under this Plan with respect to a Participant.  In the event
of termination of this Plan the Committee shall distribute to the Participant in
a lump sum all amounts credited to the Participant’s account.  Such
payment will be made sixty (60) days after the date of
termination.  Any termination of this Plan which permits acceleration
of payment shall be made only in accordance with Treasury Regulation
1.409A-3(j)(4)(ix) or successor guidance hereto.

     

    Section
10.2 Construction.  All
questions pertaining to the construction, validity and effect of this Plan shall
be determined in accordance with the laws of the United States and the State of
Texas.

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Company has caused this instrument to be executed the
17th
day of November, 2008, effective as of January 1, 2005.

     

    


    AMR
CORPORATION

     

    By:           

    Its:           Corporate
Secretary