ex104.htm


    
      

      

    


    FIRST
AMENDMENT

     

    TO

     

    AMR
CORPORATION

     

    2004
DIRECTORS UNIT INCENTIVE PLAN

     

    THIS
FIRST AMENDMENT TO AMR CORPORATION 2004 DIRECTORS UNIT INCENTIVE PLAN, is
executed this 17th day of November, 2008, by AMR Corporation (the
“Company”).

     

    PREAMBLE

     

    The
purposes of the AMR Corporation 2004 Directors Unit Incentive Plan (the “Plan”)
are to enable AMR Corporation (the “Company”) to attract, retain and motivate
the best qualified directors and to enhance a long-term mutuality of interest
between the directors and stockholders of the Company by providing the directors
with an interest in the economic well-being of the Company as evidenced by the
price of the Company’s Common Stock.  Since the adoption of the Plan,
section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) has
been enacted and requires amendment of the Plan.  Such required
amendments are accomplished by adoption of this instrument.

     

    AMENDMENTS

     

    1.           Section
2(i) of the Plan is hereby amended by the addition of the following language, at
the end thereof:

     

    “(i)           “Beneficiary”
shall mean a person designated by an Eligible Director who is or may be entitled
to a benefit under this Plan in the event of the death of the Eligible
Director.  If no Beneficiary is designated, or if the designated
Beneficiary is not then living, benefits will be paid to the Eligible Director’s
spouse, and if the spouse is not then living, to the Eligible Director’s
estate.  Each Eligible Director shall have the right to designate the
Beneficiary selected in writing.”

     

    2.           Section
6(b) of the Plan is hereby amended by the addition of the following language, at
the end thereof:

     

    “Payment
shall not be accelerated to an earlier date, except in the case of early
termination of the Plan pursuant to Section 10(a) of the Plan.  For
purposes of this Section 6(b) in the event of death of the Eligible Director,
the Eligible Director shall be deemed to have ceased to be a member of the Board
as of the date of death.  An Eligible Director shall also be deemed to
have ceased to be a member of the Board at the end of the Eligible Director’s
term of office if the Eligible Director is not nominated or elected to another
term, or upon the date of resignation or removal from office, without continuing
in service as an employee or independent contractor of the Company or any
corporation owned in whole or in part by the Company.  In the event
that an Eligible Director continues in any such service, payment shall be
delayed until the former Eligible Director sustains a “separation from service”
as defined in Treasury Regulation 1.409A-1(h) or successor guidance
thereto.”

     

    3.           Section
10(a) of the Plan is hereby amended by the addition of the following sentence,
at the end thereof:

     

    “Any
payment on termination of the Plan shall be made only in accordance with
Treasury Regulation 1.409A-3(j)(4)(ix) or successor guidance
thereto.”

     

    4.           Except
as specifically amended herein, the Plan as heretofore in effect shall remain in
full force and effect.

     

    This
First Amendment to AMR Corporation 2004 Directors Unit Incentive Plan is
executed this 17th day of November, 2008, and is effective as of January 1,
2005.

     

    AMR
CORPORATION

     

    


     

    By:                                                                           Its:  Corporate
Secretary