ex10127.htm


    
      

      

    

     

    
 

    THE

    SUPPLEMENTAL
EXECUTIVE RETIREMENT PROGRAM (SERP) FOR OFFICERS

    OF

    AMERICAN
AIRLINES, INC.

    


    AND
THE

    


    SERP
SUMMARY PLAN DESCRIPTION

    


    AS
AMENDED AND RESTATED

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THE

    SUPPLEMENTAL
EXECUTIVE RETIREMENT PROGRAM (SERP) FOR OFFICERS

    OF

    AMERICAN
AIRLINES, INC.

    


    AND
THE

    


    SERP
SUMMARY PLAN DESCRIPTION

    


    AS
AMENDED AND RESTATED

    


    TABLE OF
CONTENTS

    


    Page

    


     

    
      	
              ARTICLE
      I

            	
              NAME
      AND PURPOSE OF THE PLAN 

            	
              [INSERT PAGE
  NUMBER]

            


    

     

    
      	
              ARTICLE
      II

            	
              DEFINITIONS
      AND CONSTRUCTION 

            	
              [INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              ARTICLE
      IIIELIGIBILITY AND PARTICIPATION[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              ARTICLE
      IV BENEFITS IN CONNECTION WITH THE BASE DEFINED BENEFIT PLAN[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              ARTICLE
      V CONTRIBUTIONS AND EARNINGS CREDITS IN CONNECTION WITH THE $UPER $AVER
      PLUS PLAN[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              ARTICLE
      VIPAYMENT OF BENEFITS[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              ARTICLE
      VIIAMENDMENT AND TERMINATION[INSERT
      PAGE NUMBER]

            


    

     

    
      	
               
      

            	
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      VIIIGENERAL CONDITIONS[INSERT PAGE
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              ARTICLE
      IXFUNDING[INSERT PAGE
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              ARTICLE
      XTRUST[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              ARTICLE
      XIERISA RIGHTS[INSERT PAGE
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              ARTICLE
      XIICLAIMS PROCEDURES[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              ARTICLE
      XIIIFINALITY OF DECISIONS OR ACTS[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              ARTICLE
      XIV GENERAL INFORMATION ABOUT YOUR PLAN[INSERT PAGE
  NUMBER]

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    ARTICLE
I

    NAME
AND PURPOSE OF THE PLAN 

    


     

    Section
1.1            Name and Purpose of the
Plan.

     

      This
Supplemental Executive Retirement Program for Officers of American Airlines,
Inc. (the “Plan”) provides supplemental retirement benefits to selected officers
of American Airlines, Inc.  It is amended and restated to comply with
section 409A of the Code.  Prior to January 1, 2001, the supplemental
benefits provided under this Plan consisted only of supplemental retirement
benefits in excess of the maximum pension benefits payable under a Participant's
Base Defined Benefit Plan and a supplemental retirement benefit based on a
Participant's Incentive Compensation and Performance Returns.  These
continuing benefits are described in Article IV of the
Plan.  Effective January 1, 2001, certain Participants, who
participate in the $uper $aver Plus Plan, either because they elected to forego
participation in a Base Defined Benefit Plan, or because they were not eligible
to elect to participate in a Base Defined Benefit Plan, became eligible to
receive benefits under Article V of the Plan.

     

    


    Effective
October 15, 2002, the Plan was amended and restated in the entirety to provide
for irrevocable funding of certain benefits through the Trust Agreement under
the Supplemental Executive Retirement Program for Officers of American Airlines,
Inc.  This irrevocable trust funds certain benefits under Article IV
of the Plan.  The Trust Agreement under Supplemental Executive
Retirement Program for Officers of American Airlines, Inc. Participating in the
$uper $aver Plus Plan was established and funded on September 15,
2005.  This irrevocable trust funds certain benefits under Article V
of the Plan.  Since the most recent amendment of the Plan, section
409A of the Code has been enacted and requires further amendment of the
Plan.  Accordingly, the Plan is hereby amended and restated in the
entirety effective as of January 1, 2005, except as otherwise provided
herein.

    


    ARTICLE
II

    DEFINITIONS
AND CONSTRUCTION

    


     

    Section
2.1            Definitions.  Throughout
this Plan, 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) Act.  The
Employee Retirement Income Security Act of 1974, as amended.

     

     

    (b) Active Funding
Participant.  A Participant who currently performs active
duties of employment while a Participant pursuant to Section 3.1 who is vested
in a Funded Accrued Benefit under this Plan.

     

     

    (c) AMR.  AMR
Corporation, and any successor thereto.

     

     

    (d) Annual Defined Benefit
Retirement Benefit.  The amount determined by subtracting the
Base Defined Benefit Plan Benefit from the greatest of (i) the Base Plan Social
Security Offset Benefit, (ii) the Final Average Earnings Benefit, or (iii) the
Basic Benefit.  If the Base Defined Benefit Plan of a Participant is
the American Airlines, Inc. Pilot Retirement Benefit Program, the Annual Defined
Benefit Retirement Benefit shall be the amount determined by subtracting the
Base Defined Benefit Plan Benefit from the amount that would have been payable
under the Base Defined Benefit Plan in the absence of the Base Defined Benefit
Plan limits on compensation and benefits under the Code, plus the Supplemental
Incentive Compensation Retirement Benefit and the Supplemental Performance
Return Retirement Benefit (and for such purposes variable benefits shall be
disregarded).  In determining the Annual Defined Benefit Retirement
Benefit under this Plan, any additional pension service or age credit which the
Company and/or the Plan is required to provide pursuant to a separate
contractual agreement or a employment representation shall be added to Credited
Service or age in the determination of the Annual Defined Benefit Retirement
Benefit under this Plan, but not added as service or age to be credited under
the applicable Base Defined Benefit Plan.

     

     

    (e) Average Incentive
Compensation.  An amount calculated as follows:

     

     

    (1) The sum
of a Participant's four highest annual Incentive Compensation awards (or the sum
of all such awards if the Participant has fewer than four such awards) paid to a
Participant during the time period beginning on or after January 1, 1985, and
ending on the first to occur of:

     

     

    (A) the
Participant's actual retirement under the Base Defined Benefit Plan, or under
$uper $aver if the Participant is not participating in a Base Defined Benefit
Plan,

     

     

    (B) the date
of the Participant's death, or

     

     

    
      	
              (C)  

            	
              the
      date of the Participant’s
retirement.

            


    

     

     

    If a
Participant is credited with less than a full year of Credited Service as a
Participant in any year in which Incentive Compensation is paid, that portion of
the Participant's Incentive Compensation that is taken into account will be
prorated based on the Credited Service earned by the Participant for such
year.

     

     

    (2) Divide
the sum determined in (1) above, by four (or by the number of such awards if the
Participant has fewer than four such awards).

     

     

    (f) Average Performance
Return.  An amount calculated as follows:

     

     

    (1) The sum
of a Participant's four highest annual Performance Return awards (or the sum of
all such awards if the Participant has fewer than four such awards) paid to the
Participant during the Participant's career, and ending on the first to occur
of:

     

     

    (A) the
Participant's actual retirement under the Base Defined Benefit Plan, or under
$uper $aver if the Participant is not participating in a Base Defined Benefit
Plan,

     

     

    (B) the date
of the Participant's death, or

     

     

    
      	
              (C)  

            	
              the
      date of the Participant’s
retirement.

            


    

     

     

    (2) Divide
the sum determined in (1) above, by four (or by the number of such awards if the
Participant has fewer than four such awards).

     

     

    (g) Base Defined Benefit
Plan.  The defined benefit retirement benefit plan (or plans)
of the Company which qualifies under section 401 of the Code and under which
certain Participants covered under this Plan are eligible to receive
benefits.

     

     

    (h) Base Defined Benefit Plan
Benefit.  The annual benefit a Participant or Beneficiary is
entitled to receive from the Base Defined Benefit Plan upon retirement,
disability, death or termination of employment, subject to the Base Defined
Benefit Plan provisions which limit such benefit to the maximum amount permitted
by the Code.

     

     

    (i) Base Plan Social Security
Offset Benefit.  The annual amount of a Participant's or
Beneficiary's benefit under any “Social Security Offset Benefit,” as defined in
the Base Defined Benefit Plan, computed without regard to the Base Defined
Benefit Plan limits on compensation and benefits under the Code, plus the
Supplemental Incentive Compensation and Performance Return Retirement
Benefit.

     

     

    (j) Basic
Benefit.  The annual amount of a Participant's or Beneficiary's
benefit under any “Basic Benefit,” as defined in the Base Defined Benefit Plan,
computed without regard to the Base Defined Benefit Plan limits on compensation
and benefits under the Code, plus the Supplemental Incentive Compensation and
Performance Return Retirement Benefit.

     

     

    (k) Beneficiary.  A
person designated by a Participant who, as permitted under the terms of the
Plan, is or may be entitled to a benefit under the Plan 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 6.4.

     

     

    (l) Board of
Directors.  The Board of Directors of AMR.

     

     

    (m) Change in
Control.  A "Change in Control" as defined in Section 11 of the
AMR Corporation 1998 Long Term Incentive Plan, as amended.  The
determination of the occurrence of a Change in Control shall be made by the
Committee, consistent with the definition of such term as contained in Treasury
Regulation 1.409A-3(i)(5) or successor guidance thereto and such provisions of
the AMR Corporation 1998 Long Term Incentive Plan, as amended.

     

     

    (n) Code.  The
Internal Revenue Code of 1986, as amended.

     

     

    (o) Committee.  The
administrative committee appointed by the Board of Directors to manage and
administer this Plan.

     

     

    (p) Company.  Any
subsidiary of American Airlines, Inc. or any subsidiary of AMR, which is
designated for inclusion as a participating employer in the Plan, as determined
by the Board of Directors.  

     

     

    (q) Credited
Service.   The term “Credited Service” under this Plan has
the same meaning for purposes of this Plan as it has in the applicable Base
Defined Benefit Plan, except as provided in Section 2.1(d) with respect to
additional age or service credit.  

     

     

    (r) Disabled (or
Disability).  "Disability” shall have the meaning defined in
section 409A(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.

     

     

    (s) Final Average Earnings
Benefit.  The annual amount of a Participant's or Beneficiary's
benefit under any “Final Average Earnings Benefit,” as defined in the Base
Defined Benefit Plan, computed without regard to the Base Defined Benefit Plan
limits on compensation and benefits under the Code, plus the Supplemental
Incentive Compensation and Performance Return Retirement Benefit.

     

     

    (t) Funded Accrued
Benefit.  The portion of the present value of the vested
benefit under Article IV or Article V represented by a credit to a bookkeeping
account of a Participant as a Funded Accrued Benefit in a Trust.

     

     

    (u) Funding
Account.  A bookkeeping entry maintained under the name of each
Active Funding Participant to reflect the amount of Funded Accrued Benefit on
account of such Active Funding Participant.

     

     

    (v) Incentive
Compensation.  Compensation paid to a Participant on or after
January 1, 1985, in accordance with one of the annual incentive compensation
plans adopted by the Board of Directors or the Board of Directors of American
Airlines, Inc.  For purposes of this definition, long-term, multi-year
incentive compensation plans shall not be considered to be incentive
compensation plans.

     

     

    (w) Non-Active Funding
Participant.  A Participant who is not yet vested in a benefit
under this Plan, or who is on a Management Leave of Absence under the AMR
Management Leave Policy or who is retired or otherwise separated from
employment, for whom no Funding Account is maintained.

     

     

    (x) Non-Funded Accrued
Benefit.  The portion of the benefit under Article IV and/or
Article V not represented by amounts credited to the Funding Account of a
Participant as a Funded Accrued Benefit.

     

     

    (y) Participant.  An
elected officer of American Airlines, Inc., who is a participant in a Base
Defined Benefit Plan or the $uper $aver Plus Plan, shall be a
Participant.  An individual who is an appointed officer of American
Airlines, Inc. or a designated officer of another Company may be a Participant
only if (i) he or she is a participant in a Base Defined Benefit Plan or the
$uper $aver Plus Plan and (ii) is designated as a Participant by the Board of
Directors or under a writing signed by the Chairman of AMR.

     

     

    (z) Performance
Return.  Compensation paid to a Participant pursuant to a
specified portion of career equity shares granted to the Participant, as
determined by the Board of Directors.  

     

     

    (aa) Plan.  The
Supplemental Executive Retirement Program of American Airlines, Inc., as
amended.  The Plan may also be referred to herein as the
“SERP”.  This Plan features a supplement to defined benefit plan
benefits as described in Article IV and a supplement to $uper $aver Plus Plan
benefits, as described in Article V.

     

     

    (bb) Specified
Employee.  A “key employee”, as defined in section 416(i) of
the Code on each December 31.  If the key employee is a key employee
on December 31 of a calendar year, the key employee shall be deemed to be a
Specified Employee for the twelve (12) month period beginning on the first day
of the fourth month following such December 31.

     

     

    (cc) $uper
$aver.  $uper $aver, a 401(k) Capital Accumulation Plan for
Employees of Participating AMR Corporation Subsidiaries, which qualifies under
sections 401(a) and 401(k) of the Code, and under which certain Participants are
eligible to receive benefits.

     

     

    (dd) $uper $aver Plus
Plan.  $uper $aver Plus, a Supplement to $uper $aver, which
describes a program of benefits provided by employer contributions, in addition
to those benefits available under the regular provisions of $uper
$aver.  

     

     

    (ee) $uper $aver Plus Plan
Account.  A
bookkeeping entry maintained under the name of each Participant to record
the deemed contributions and earnings credited under the name of the Participant
pursuant to Article V.

     

     

    (ff) $uper $aver Plus Plan Excess
Contribution.  A contribution credited to the Participant's
$uper $aver Plus Plan Account that is equal to the total employer contributions
(exclusive of cash or deferred contributions under sections 401(k) and 402(g) of
the Code) that would have been credited under the Participant’s accounts in the
$uper $aver Plus Plan, commencing in 2006, based upon the Participant's
elections under the $uper $aver Plus Plan in effect as of December 31 of the
year preceding the calendar year for which the $uper $aver Plus Plan Excess
Contribution is credited, but for the provisions of sections 401(a)(17),
415 and 402(g) of the Code (or any Code sections replacing such sections with
comparable limitations).  For 2005, this election must have been in
effect as of March 15, 2005.  Additionally, the credited $uper $aver
Plus Plan Excess Contribution shall include the amount that would have been
credited to the Participant's account under the $uper $aver Plus Plan based on
the Participant's contribution rate election in effect as of December 31 of the
calendar year preceding the calendar year for which the $uper $aver Plus Plan
Excess Contribution is credited under $uper $aver if Incentive Compensation had
constituted compensation subject to deferral under $uper $aver and the $uper
$aver Plus Plan; provided that for 2005, this election must have been in effect
as of March 15, 2005.

     

     

    (gg) Supplemental Incentive
Compensation Retirement Benefit.  The amount determined by
multiplying the Average Incentive Compensation by two percent for each year of
Credited Service.

     

     

    (hh) Supplemental Incentive
Compensation and Performance Return Retirement Benefit.  The
difference between the benefits calculated under any “Social Security Offset
Benefit” formula as defined in the Base Defined Benefit Plan, including and
excluding Average Incentive Compensation and Average Performance Return, in each
case computed without regard to the Base Defined Benefit Plan limits on
compensation and benefits under the Code.  

     

     

    (ii) Supplemental Performance
Return Retirement Benefit.  The amount determined by
multiplying the Average Performance Return by two percent for each year of
Credited Service.

     

     

    (jj) Trust (or
Trusts).  The Trust Agreement Under Supplemental Executive
Retirement Program for Officers of American Airlines, Inc. entered into between
American Airlines, Inc. and Wachovia Bank National Association, which funds
certain vested benefits provided pursuant to Article IV, and/or the Trust
Agreement under Supplemental Executive Retirement Program for Officers of
American Airlines, Inc. Participating in the $uper $aver Plus Plan, which funds
certain vested benefits provided pursuant to Article V.

     

     

    (kk) Trustee.  Wachovia
Bank, National Association, or any successor thereto.

     

     

    Section
2.2 Construction.  With
respect to Active Funding Participants, this Plan is an “employee pension
benefit plan” (as defined in section 3(2) of the Act) that is an “individual
account plan” and a “defined contribution plan” (as defined in section 3(34) of
the Act), and as to all other Participants, the Plan is a plan described in
sections 201(2), 301(a)(3) and 401(a)(1) of the Act.  The Plan is
exempt from Part 3 of Subtitle B of Title I of the Act pursuant to
section 301(a)(8) of the Act.  Funded Accrued Benefits are
intended not to be subject to section 409A of the Code, nor to constitute
“deferred compensation” as defined in Treasury Regulation 1.409A-1(b) or
successor guidance thereto.  With respect to Non-Funded Accrued
Benefits, this non-qualified plan shall be, and is intended to be, a plan that
is unfunded and maintained by the Company to provide deferred compensation to a
select group of management or highly-compensated employees, pursuant to sections
201(2), 301(a)(3), and 401(a)(1) of the Act.  Non-Funded Accrued
Benefits are intended to be subject to the requirements of section 409A of the
Code.  The Committee shall have the exclusive discretionary authority
to interpret and construe the terms of the Plan and the exclusive discretionary
authority to determine eligibility for, and the amount of, all benefits
hereunder.  Any such determinations or interpretations of the Plan
adopted by the Committee shall be final and conclusive and shall bind all
parties, subject to Article XII.  This Plan shall be construed
consistently with the foregoing.  This Plan shall be construed insofar
as practicable so as to be consistent with the requirements of section 409A of
the Code and applicable guidance issued thereunder, to preclude plan failures
under section 409A(a)(1)(A) of the Code.  All questions pertaining to
the construction, validity and effect of the Plan shall be determined in
accordance with the laws of the United States and the State of
Texas.  If any provision of this Plan shall be held by a court of
competent jurisdiction to be invalid, the remaining provisions of this Plan
shall continue to be fully effective.  Words in the singular shall
include the plural, and vice versa, where the context
permits.  Headings and subheadings in the text of this Plan are for
reference only and shall not be considered in the construction of this
Plan.  This document serves as the Plan document and also as the
Summary Plan Description, as required by the Act.

     

    


    ARTICLE
III

    ELIGIBILITY
AND PARTICIPATION

    


     

    Section
3.1 Participation
Designation.  Elected officers of American Airlines, Inc. who
are participants in a Base Defined Benefit Plan or the $uper $aver Plus Plan are
Participants in the Plan.  An appointed officer of American Airlines,
Inc. or an officer of another Company may be a Participant only if he or she is
a participant in a Base Defined Benefit Plan or the $uper $aver Plus Plan and is
designated as a Participant by the Board of Directors or under a writing signed
by the Chairman of AMR.

     

     

    Section
3.2            Accrual
Under Base Plan.  Any Participant in this
Plan who was a Participant prior to January 1, 2001, and who ceased to
continue to accrue service for benefits under the Base Defined Benefit Plan as
of such date pursuant to an election to participate in the $uper $aver Plus Plan
shall remain eligible for the benefits accrued under Article IV of the Plan for
service prior to such date.  No further accruals of service for
benefits under Article IV of the Plan shall occur, however, after the effective
date of the Participant's election to forego participation in the Base Defined
Benefit Plan.  Such Participants who forego participation in the Base
Defined Benefit Plan shall be eligible to receive benefits determined under
Article IV with respect to service for periods prior to January 1, 2001, and/or
under Article V of the Plan, for periods commencing on and after January 1,
2001.

     

     

    Section
3.3            Base Defined Benefit Plan
Participants.  Participants who continue to accrue service for
benefits in the Base Defined Benefit Plan after January 1, 2001, or who commence
participation thereafter and who do not accrue benefits under Article V of the
Plan, shall continue to accrue benefits as provided herein only under Article IV
of the Plan.

     

     

    Section
3.4 Change of Participant
Status.  A Participant who is elected or appointed as an
officer and later becomes a non-officer will have any SERP benefit pursuant to
Article V as an officer frozen (subject to adjustment pursuant to Section 5.2 in
the case of benefits under Article V) as of the last date the Participant serves
as an officer, but such $uper $aver Plus Plan Account shall remain payable under
this Plan.  A Participant who is elected or appointed as an officer
and later becomes a non-officer will have any SERP benefit pursuant to Article
IV as an officer frozen as of the last date the Participant serves as an
officer, but such benefit shall remain payable under this Plan.

     

    


    ARTICLE
IV

    BENEFITS
IN CONNECTION WITH THE BASE DEFINED BENEFIT PLAN

    


     

    Section 4.1            Base Defined Benefit
Retirement Benefit.  The Plan will pay an Annual Defined
Benefit Retirement Benefit to a Participant who earned benefits under this Plan
while participating in the Base Defined Benefit Plan.  The portion of
any such Annual Defined Benefit Retirement Benefit that was funded by a credit
to the Funding Account for an Active Funding Participant shall be paid from, and
credited against, the Participant's Funding Account and paid through the
Trust.

     

     

    Section
4.2 No Benefit
Payable.  Except as provided
in this Plan, if no benefit is payable under the Base Defined Benefit Plan, then
no benefit will be payable under Article IV of the Plan.

     

    


    ARTICLE
V

    CONTRIBUTIONS
AND EARNINGS CREDITS

    IN
CONNECTION WITH THE $UPER $AVER PLUS PLAN

    


     

    Section
5.1            $uper $aver Plus Plan
Benefit.  If a Participant in
this Plan is participating in the $uper $aver Plus Plan, the Committee shall
credit annually to the Participant’s $uper $aver Plus Plan Account a $uper $aver
Plus Plan Excess Contribution.  

     

     

    Section
5.2            Additional
Credits.  In
addition to the $uper $aver Plus Plan Excess Contribution provided for under
this Article V pursuant to Section 5.1, the Committee shall periodically,
at such times during a calendar year as shall be determined in its sole
discretion, credit or debit, as the case may be, to a Participant’s $uper $aver
Plus Plan Account, the earnings or losses that would have accrued to such $uper
$aver Plus Plan Account if such $uper $aver Plus Plan Account were invested in
the investment funds elected by the Participant during the relevant computation
period, based on the investment elections available under the $uper $aver Plus
Plan.

     

     

    Section
5.3 No Benefit
Payable.  Except as provided
in this Plan, if no benefit is payable under the $uper $aver Plus Plan, then no
benefit will be payable under Article V of the Plan.  In making such
determination, benefits attributable to contributions under $uper $aver, other
than under the $uper $aver Plus Plan, shall be disregarded, except as provided
in Section 6.3.  The amount of any Funded Accrued Benefit contribution
under this Article V shall be paid to the Trust, and credited to the
Participant's Funding Account.  Amounts paid to a Participant on
account of this Article V from amounts credited to a Funding Account shall be
paid from, and credited against, the Participant's $uper $aver Plus Plan Account
and paid through a Trust.

     

    


    ARTICLE
VI

    PAYMENT
OF BENEFITS

    


     

    Section 6.1            General
Rule.  Benefits being paid under the Plan that commenced prior
to January 1, 2005, shall, if continuing to be paid on an annuity basis as of
October 3, 2004, continue to be paid in accordance with the terms of the Plan in
effect prior to January 1, 2005.  All benefits payable on and after
January 1, 2005, shall be distributed in the form of a single lump-sum
distribution.  This change in form of payment is made pursuant to
section 3.02 of Internal Revenue Service Notice 2006-79, Internal Revenue
Service Notice 2007-86, Q&A 19(c) of Internal Revenue Service Notice 2005-1,
and section XIB of the Preamble to the Treasury Regulations under section 409A
of the Code.  In determining the amount of the lump sum distribution,
the provisions of the Base Defined Benefit Plan and the $uper $aver Plus Plan
consistent with this Plan will apply, including, but not limited to, social
security offset provisions and early retirement reductions.  In
calculating the lump sum payment of amounts payable under Article IV, the
interest rate used shall be the applicable interest rate promulgated by the
Internal Revenue Service under section 417(e)(3) of the Code for the third month
preceding the date on which payment is to be made, provided that the application
of such rate shall, commencing January 1, 2008, be phased in using the same
methodology as employed under the Retirement Benefit Plan of American Airlines,
Inc. for Agent, Management, Specialist, Support Personnel and
Officers.  Prior to 2008, the mortality rate shall be the 1983 GAM
male table for male Participants, and the 1983 GAM female table for female
Participants.  After 2007, the mortality table shall be determined
under section 430(h)(3) of the Code.

     

     

    Section
6.2 Time of
Payment.  Payment of benefits payable under Article IV shall
not be paid prior to the date on which the Participant is entitled to commence
early retirement benefits under the applicable Base Retirement Plan (as in
effect on January 1, 2005, and assuming that the Participant remained in the
employment of the Company until such date of early retirement
eligibility).  Subject to such limitations, the lump sum payment of
benefits under Article IV shall be payable to the Participant not later than
sixty (60) days after the earlier of the date on which the
Participant:

     

     

    (a) becomes
Disabled, or

     

     

    (b) terminates
from employment with AMR and the Company in a manner constituting a “separation
from service” as defined under Treasury Regulation 1.409A-1(h) or successor
guidance thereto.

     

    


    Payment
of benefits under Article V, consisting of a lump sum payment of all amounts
credited to the $uper $aver Plus Plan Account, shall be made not later than
sixty (60) days after the earliest date on which the Participant:

    


    (a)           becomes
Disabled, or

    


    (b)           terminates
from employment with AMR and the Company in a manner constituting a “separation
from service” as defined under Treasury Regulation 1.409A-1(h) or successor
guidance thereto.

    


    This
change in time of payment is made pursuant to section 3.02 of Internal Revenue
Service Notice 2006-79, Internal Revenue Service Notice 2007-86, Q&A 19(c)
of Internal Revenue Service Notice 2005-1, and Section XIB of the Preamble to
the Treasury Regulations under section 409A of the
Code.  Notwithstanding the foregoing, no distribution of Non-Funded
Accrued Benefits under this Section 6.2 to a Participant who is a Specified
Employee shall be made until the earlier of (a) thirty (30) days after the
date of death of the Participant or (b) six (6) months after the date of
termination of employment of the Participant, unless the payment is made due to
Disability or pursuant to Section 6.4 (subject also the early retirement date
limitation provided above).  Neither the Company, the Committee nor
the Participant shall have any right or power to accelerate benefit distribution
under this Plan, subject to Sections 6.3, 7.1 and Section 10.1.

     

    Section
6.3 Payment
Upon a Change in Control.  Upon a Change in Control
with respect to AMR or American Airlines, Inc., a Participant will receive a
lump sum, one-time payment equal to the present value as of the date of the
Change in Control of the Annual Defined Benefit Retirement Benefit to be paid
pursuant to Article IV, or the entire amount credited to the Participant’s $uper
$aver Plus Plan Account pursuant to Article V, as applicable.  The Change in Control
payment shall be computed by assuming that payments under the Base Defined
Benefit Plan would commence at the earliest possible retirement age for the
Participant, and assuming that the Participant separated from employment as of
the Change in Control.  With respect to benefits under Article V, the
Change in Control payment shall equal the entire $uper $aver Plus Plan Account
balance under Article V as of the payment date.  In the event a
Participant is not vested in benefits under the Base Defined Benefit Plan or
under the $uper $aver Plus Plan, the Participant shall nevertheless be deemed to
have satisfied the vesting requirements of the Base Defined Benefit Plan (and of
the $uper $aver Plus Plan) for purposes of computing the amount of the Change in
Control payment.  The benefit under this Section 6.3 shall be paid in
the calendar year of the Change in Control or within sixty (60) days
thereafter.

     

     

    Section
6.4 Death
Benefits.  In the event of the death of a Participant for whom
a benefit under this Plan is accrued under Article IV and after the Participant
is entitled to early retirement benefits under a Base Defined Benefit Plan, if a
surviving spouse benefit is payable under the Base Defined Benefit Plan, the
Participant’s surviving spouse will be entitled to a lump sum equivalent of the
spousal benefit that is calculated through the same methodology as used in
determination of the Annual Defined Benefit Retirement Benefit, substituting the
spousal benefit for the Base Defined Benefit Plan Benefit.  In the
event of the death of a Participant entitled to a benefit under Article V, the
Participant’s Beneficiary shall be entitled to receive a lump sum payment of the
benefit to which the Participant would have been entitled had the Participant
terminated from employment as of the date of death.  A Participant who
is accruing or has accrued benefits under Article V may designate a Beneficiary
or Beneficiaries to receive benefits payable in the event of the Participant’s
death, if any.  Any such designation shall be made in the manner
required by the Committee or its delegate, including a requirement for spousal
consent, if applicable.  If, for any reason, there is no surviving
designated Beneficiary for such benefits, benefits will be paid to the
Participant’s spouse, if then living; if the Participant’s spouse is not then
living, benefits will be paid in equal shares to each then living child of the
Participant; if no such child is then living, the benefits will be payable to
the estate of the Participant.  Such amounts will be paid in a lump
sum within sixty (60) days following the date of the Participant’s
death.

     

     

    Section
6.5 Deductions for
Benefits.  In the event the
Participant has any outstanding debt with the Company, such as for payment of
taxes, the Company or the Committee may withhold or deduct from any payments to
be made to the Participant or Beneficiary under this Plan an amount(s) equal to
such outstanding debt.

     

     

    Section
6.6 Payment of Funded
Benefits.  Amounts payable to an Active Funding Participant
will first be paid from the Trust through amounts credited to such Participant's
Funding Account under a Trust.  Any remaining amounts payable, and all
amounts payable to Non-Active Funding Participants, shall be paid as they become
payable from the Company's general assets or through a trust established
pursuant to Section 10.2.

     

    


    ARTICLE
VII

    AMENDMENT
AND TERMINATION

    


     

    Section
7.1            Amendment and
Termination.  The Board of
Directors, or such person or persons, including the Committee, as may be
authorized in writing by the Board of Directors, may amend or terminate the Plan
at any time.  Any termination of the Plan which permits acceleration
of payment shall be made only in accordance with Treasury Regulation
1.409A-3(j)(4)(ix) or successor guidance thereto.

     

     

    Section
7.2            Limitation on Amendment or
Termination.  No amendment or
termination pursuant to Section 7.1 shall adversely affect a benefit payable
under this Plan with respect to a Participant's employment by the Company prior
to the date of such amendment or termination unless such benefit is or becomes
payable under a successor plan or practice adopted by the Board of Directors or
its designee.

     

     

    Section
7.3            Effect of Change in
Control.  Notwithstanding Sections 7.1 and 7.2 of the Plan, no
changes or amendments (including pertaining to termination) of the Plan will be
permitted after a Change in Control.

     

    


    ARTICLE
VIII

    GENERAL
CONDITIONS

    


     

    Section
8.1            No Assignment.  The right to
receive benefits under the Plan may not be anticipated, alienated, sold,
transferred, assigned, pledged, encumbered or subjected to any charge or legal
process, and if any attempt is made to do so or a person eligible for any
benefit becomes bankrupt, the interest under the Plan of the person affected may
be terminated by the Committee and the Committee may in its sole discretion
cause the same to be held or applied for the benefit of one or more of the
dependents of such person, subject to Section 8.2 of the Plan or in the event of
the Participant’s death, if a death benefit is then payable under the
Plan.

     

     

    Section
8.2            Exception for Domestic
Relations Orders.  Notwithstanding the
provisions in Section 8.1, upon receipt by the Plan of a “domestic relations
order” (as defined in section 206(d)(3)(B)(ii) of the Act) purporting to be a
“qualified domestic relations order” (as defined in section 206(d)(3)(B)(i) of
the Act), the Committee shall review such order using the domestic relations
order review procedures in effect under the Base Defined Benefit Plan or $uper
$aver, as applicable to benefits under Article IV or Article V,
respectively.  Upon the determination that a domestic relations order
meets the Plan's requirements to be a qualified domestic relations order, the
“alternate payee” (as defined in section 206(d)(3)(K) of the Act) shall be
eligible to receive benefits payable under the terms of the qualified domestic
relations order.  Notwithstanding the foregoing, however, an alternate
payee under a domestic relations order shall only be eligible to receive
benefits from the Plan when the Participant commences receipt of benefits under
Section 6.2.

     

     

    Section 8.3            Force Majeure
Events.  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, epidemic or quarantine restriction,
act of government, critical materials shortage or any 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 or
its affiliates, the Board of Directors, at its sole discretion, may suspend,
delay, defer or substitute (for such period of time as the Board of Directors
may deem necessary) any payments due currently or in the future under the Plan,
including, but not limited to, any payments that have accrued to the benefit of
a Participant but have not yet been paid, but only to the extent permitted under
Treasury Regulation 1.409A-3(d), or successor guidance thereto.

     

     

    Section
8.4 Plan
Administration.  American
Airlines, Inc., is the sponsor of the Plan and the Committee or its delegate
shall be the plan administrator, and shall have authority to manage the
operation and administration of the Plan.  The Committee may designate
one or more individuals to carry out any of its administrative responsibilities
in connection with the Plan.  The Company may employ one or more
persons to render advice to any director, officer or employee of the Company
with respect to such individual's responsibilities under the
Plan.  The Committee may act by majority vote of its members at a
meeting or by a signed writing.  The Committee may engage agents to
assist it and may engage legal counsel who may be legal counsel for the
Company.  All reasonable expenses incurred by the Committee shall be
paid by the Company.  In administering the Plan, the Committee may
conclusively rely upon the Company's payroll and personnel records and employee
benefit plan records maintained in the ordinary course of
business.  The Company may remove any member of a Committee at any
time, and a member may resign by written notice to the Company.  The
Committee may appoint successors to vacant positions, or such position may be
filled by the Company.

     

    


    ARTICLE
IX

    FUNDING

    


     

    Section
9.1            Funding.  The Company will
pay the entire cost of the Plan, through the Trusts directly or under Section
10.2, or by direct payment, as applicable.  Any funding of a Trust for
a vested benefit accruing for a calendar year after December 31, 2004, as a
Funded Accrued Benefit, shall be made only within the calendar year of accrual
or by March 15 thereafter and shall not exceed the amount of such vested
accrual.  In the event of such funding, the amount accrued and so
funded shall be a Funded Accrued Benefit and shall not constitute deferred
compensation subject to section 409A of the Code.  Any accrued benefit
not funded through a Funding Account shall be a Non-Funded Account Benefit under
this Plan.  No contribution shall be made to a Trust during a
“restricted period” as defined in section 409A(b)(3)(B) of the Code, to the
extent such contribution would cause amounts to be taxable under section 409A of
the Code.

     

    


    ARTICLE
X

    TRUST

    


     

    Section 10.1 Trust
Documents.  The Company established an irrevocable trust
effective October  14, 2002, pursuant to the Trust Agreement Under
Supplemental Executive Retirement Program for Officers of American Airlines,
Inc., to fund the anticipated after-tax distributions of Funded Accrued Benefits
under Article IV of the Plan, as determined by the Committee, as of
October 14, 2002, and as determined from time to time thereafter, and an
irrevocable trust effective September 15, 2005, pursuant to the Trust Agreement
under Supplemental Executive Retirement Program for Officers of American
Airlines, Inc. Participating in the $uper $aver Plus Plan, to fund the
anticipated after-tax distributions of Funded Benefits under Article V of the
Plan, as determined by the Committee.  Wachovia Bank, National
Association serves as the Trustee of the Trusts and holds the Trust assets for
the purpose of accumulating funds to pay Funded Accrued Benefits under the Plan
as they become due and payable.  The Trusts are so-called “secular
trusts” for Federal income tax purposes.  The assets of each Trust are
not subject to the claims of creditors of the Company or any of its corporate
affiliates.  Moreover, the contributions to the Trusts and the Trusts’
earnings will generally be taxable income to the Participants, although
subsequent distributions from the already taxed amounts will be made to
Participants free of Federal income tax.

     

     

    Section
10.2 Trust for Non-Funded Accrued
Benefits.  To assist in the payment of Non-Funded Accrued
Benefits following a Change in Control, the Board of Directors or the Company's
General Counsel or the Company's Corporate Secretary may establish a trust, or
utilize a separate trust heretofore established, to fund Non-Funded Accrued
Benefits under the Plan.

     

     

    Section
10.3 Requirements for the
Separate Trust for Non-Funded Accrued Benefits.  The trust
which may be established or otherwise utilized pursuant to Section 10.2 will be
maintained:

     

    (a)           with
a nationally recognized banking institution with experience in serving as a
trustee for such matters,

    


    (b)           with
the entirety of its assets held in the United States,

    


    (c)           pursuant
to such documentation as recommended by outside counsel to the Company,
and

    


    (d)           funded
so as to enable the trust to pay some or all of the Non-Funded Accrued Benefits
contemplated under the Plan, as may be determined by the Company's independent
compensation consultant, selected by the Company, in its sole and absolute
discretion.  Such trust shall be established in a manner not resulting
in taxable income pursuant to section 409A(b) of the Code.

    


    Section
10.4                                Additional
Actions.  In addition, the Board of Directors, the Company's
General Counsel or the Company's Corporate Secretary may take any additional
actions deemed reasonably necessary to accomplish the stated purpose of Section
10.2.

    


    ARTICLE
XI

    ERISA
RIGHTS

    


     

    Section
11.1 Statement of ERISA Rights in
Summary Plan Description.  As a Participant in any Funded
Accrued Benefits under the Plan, you are entitled to certain rights and
protections under ERISA.  ERISA provides that all Plan participants
shall be entitled to:

     

    
      	
              ·  

            	
              Examine,
      without charge, at the plan administrator’s office, all Plan documents,
      including copies of all documents filed with the U.S. Department of Labor,
      such as Summary Annual Reports (SARs) and a copy of the latest Form 5500
      annual report filed by the Plan with the U.S. Department of Labor and
      available at the Public Disclosure Room of the Employee Benefits Security
      Administration.

            


    

    
      	
              ·  

            	
              Obtain
      copies of all Plan documents and other Plan information including copies
      of the latest Form 5500 annual report and this Plan upon written request
      to the plan administrator. The plan administrator may charge a reasonable
      amount for the copies.

            


    

    
      	
              ·  

            	
              Receive
      a summary of the Plan’s annual financial report (SAR). The plan
      administrator is required by law to furnish each participant with a
      SAR.

            


    

    
      	
              ·  

            	
              Obtain
      a statement telling you whether you have a right to receive a pension at
      normal retirement age under the Plan and, if so, what the benefit amount
      would be at normal retirement age if you were to stop working now. This
      statement must be requested in writing and is not required to be given
      more often than once a year. This statement must be provided free of
      charge.

            


    

    


    In
addition to creating rights for Plan participants, ERISA imposes duties upon the
people responsible for the Plan’s operation. The people who supervise the Plan’s
operation, called “Fiduciaries,” have a duty to do their jobs prudently and
solely in the interest of you and other Plan participants and
beneficiaries.  Fiduciaries who violate ERISA may be removed and
required to make good any losses they have caused the Plan.  No one,
including your employer or any other person may fine you or otherwise
discriminate against you in any way to prevent you from obtaining a pension
benefit or exercising your rights under ERISA.

    


    The plan
administrator has the sole discretionary authority to interpret the terms of the
Plan and to determine eligibility for and entitlement to Plan benefits in
accordance with the terms of the Plan. Any interpretation or determination made
pursuant to such discretionary authority shall be given full force and effect
under the Plan.

    


    If a
claim for a benefit is denied or ignored in whole or in part, you must receive a
written explanation of the reason for the denial. You have the right to have the
plan administrator review and reconsider the claim.  No one, including
an employer or any other person, may fire you or discriminate against you in any
way to prevent you from obtaining a benefit from the Plan or exercising your
rights under ERISA.

    


    Under
ERISA, there are steps you can take to enforce the above rights. For instance,
if you request materials from the plan administrator and do not receive them
within thirty (30) days, you may sue in federal court. The court may require the
plan administrator to provide the materials and pay you up to $110 a day until
you receive the materials, unless the materials were not sent because of reasons
beyond the plan administrator’s control. If you have a claim for benefits that
is denied or ignored, in whole or in part, you may file suit in a state or
federal court.  In addition, if you disagree with the Plan’s decision
or lack thereof concerning the qualified status of a domestic relations order,
you may file suit in federal court.

    


    If the
Plan’s Fiduciaries misuse the Plan’s money, or if you are discriminated against
for asserting your rights, you may seek assistance from the U.S. Department of
Labor, or you may file suit in a federal court. The court will decide who should
pay court costs and legal fees. If you are successful, the court may order the
person you have sued to pay those costs and fees. If you lose (i.e., if the
court finds your claim frivolous), the court may order you to pay these costs
and fees.

    


    If you
have any questions about the Plan, contact the plan administrator.  If
there are any questions about this section or about your rights under ERISA, you
should contact the nearest office of the Employee Benefits Security
Administration of the U.S. Department of Labor listed in your telephone
directory or the Division of Technical Assistance and Inquiries, Employee
Benefits Security Administration, U.S. Department of Labor, 200 Constitution
Avenue, N.W. Washington, D.C 20210. You may also obtain certain publications
about your rights and responsibilities under ERISA by calling the publications
hotline of the Employee Benefits Security Administration.

    


    ARTICLE
XII

    CLAIMS
PROCEDURES

     

    Section
12.1 Claims.  A
claim for retirement benefits under the Plan must be submitted to the plan
administrator at the time and in the manner prescribed by the plan
administrator.

     

    


    If the
plan administrator determines that you are not entitled to receive all or part
of the benefits you claim, a notice will be provided to you within a reasonable
period of time, but no later than 90 days from the day your claim was received
by the plan administrator.  This notice (which will be provided to you
in writing by mail or hand delivery or through email) will
describe:

     

    
      	
              ·  

            	
              The
      plan administrator’s determination,

            


    

     

    
      	
              ·  

            	
              The
      basis for the determination (along with appropriate references to
      pertinent Plan provisions on which the denial is
  based),

            


    

     

    
      	
              ·  

            	
              A
      description of any additional material or information necessary to perfect
      the claim and an explanation of why such material is necessary,
      and

            


    

     

    
      	
              ·  

            	
              The
      procedure you must follow to obtain a review of the determination,
      including a description of the appeals procedure and your right to bring a
      cause of action for benefits under section 502(a) of ERISA. This notice
      will also, if appropriate, explain how you may properly complete your
      claim and why the submission of additional information may be
      necessary.

            


    

     

    In
certain instances, the plan administrator may not be able to make a
determination within ninety (90) days from the day your claim for benefits was
submitted. In such situations, the plan administrator, in its sole and absolute
discretion, may extend the ninety (90) day period for up to one hundred eighty
(180) days, as long as the plan administrator provides you with a written notice
within the initial ninety (90) day period that explains:

     

    
      	
              ·  

            	
              The
      reason for the extension, and

            


    

     

    
      	
              ·  

            	
               The date on which a
      decision is expected.

            


    

     

     

    Section
12.2 Claim
Appeals.  If your claim for benefits is denied, either in whole
or in part, you may appeal the plan administrator’s denial by requesting a
review of your claim by the Committee (or its delegate).  Your written
request for an appeal must be received by the plan administrator within sixty
(60) days of the date you received your notice that the plan administrator
denied your claim.

     

    As part
of your appeal, you may submit written comments, documents, records and other
information relating to your claim for benefits. You may also request reasonable
access to, and copies of, all documents, records, and other information relevant
to your claim. You will not be charged for this information. The Committee’s (or
its delegate’s) review of the plan administrator’s adverse determination will
take into account all comments, documents, records and other information you
submitted, without regard to whether such information was submitted and
considered in the plan administrator’s initial determination of your
claim.

    


    If, after
reviewing your appeal and any further information that you have submitted, the
Committee (or its delegate) denies your claim, either in whole or in part, a
notice (which will be provided to you in writing by mail or hand delivery, or
through email) will be provided to you within a reasonable period of time, but
not later than sixty (60) days from the day your request for a review was
received by the plan administrator. In the event that an extension of time for
processing is required, you will be provided a written notice of the extension
not later than sixty (60) days from the day your request for a review was
received by the plan administrator.  In such situations, the Committee
(or its delegate), in its sole and absolute discretion, may extend the sixty
(60) day period for up to one hundred twenty (120) days, as long as the
Committee (or its delegate) provides you with a written notice within the
initial sixty (60) day period that explains:

     

    
      	
              ·  

            	
              The
      reason for the extension, and

            


    

     

    
      	
              ·  

            	
              The
      date on which a decision is
expected.

            


    

     

    
      	
              ·  

            	
              The
      notice describing the Committee’s (or its delegate’s) decision will
      describe:

            


    

     

    
      	
              ·  

            	
              The
      specific reason or reasons for its decision, including any adverse
      determinations;

            


    

     

    
      	
              ·  

            	
              References
      to the specific Plan, Base Defined Benefit Plan or $uper $aver Plus Plan
      provisions on which the Committee (or its delegate)  based its
      determination;

            


    

     

    
      	
              ·  

            	
               Your right to
      receive, upon request and free of charge, reasonable access to, and copies
      of, all documents, records and other information relevant to your
      claim;

            


    

     

    
      	
              ·  

            	
               A description of any
      voluntary appeals procedures, if any, and your right to obtain information
      about such procedures, and

            


    

     

    
      	
              ·  

            	
              Your
      right to bring a cause of action for benefits under section 502(a) of
      ERISA.

            


    

    


    ARTICLE
XIII

    FINALITY
OF DECISIONS OR ACTS

     

    Section
13.1 Determination is
Final.  The Committee has the express authority to elect the
actuarial assumptions to be used in funding any benefits payable under the Plan
and, except as specified hereunder in Section 7.3 and in Article XII, to
interpret any provision of this Plan and to determine, at its sole discretion,
the meaning and application of any such provision as to each Participant or
Beneficiary under the Plan in accordance with the facts and circumstances of
each particular claim.  Except for the right of a Participant or
Beneficiary to appeal the denial of a claim, any decision or action of the
Committee, within its scope of authority, shall be final and binding on all
persons claiming a right to benefits under the Plan.  No benefit shall
be payable that the Committee does not deem is payable under the terms of the
Plan.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    ARTICLE
XIV

    GENERAL
INFORMATION ABOUT YOUR PLAN

    


    
      	
              Plan
      Name:

            	
              The
      Supplemental Executive Retirement Program (SERP) for Officers of American
      Airlines, Inc.

            


    

    


    Plan
Sponsor:                                                      American
Airlines, Inc.

    P O Box 619616

    MD 5146

    DFW International Airport, Texas
75261-9616

    


    Employer
ID
No.:                                                      13-1502798

    


    Plan
Number:                                                      888

    


    Type of
Plan:                                                      As
described in Section 2.2

    


    Plan
Administrator:                                                      Administrative
Committee

    American Airlines, Inc.

    4333 Amon Carter Blvd.

    Fort Worth,
TX   76155

    Attn:  Corporate
Secretary

    Telephone:  817-963-1234

    


    Legal
Agent:                                                      CT
Corporation

    


    Trustee:                                           Wachovia
Bank National Association

    


    Trustee(s)
Address:                                                      Wachovia
Bank National Association

    Attn:  Executive
Services

    One West Fourth Street

    Winston-Salem,
NC  27150

    


    Funding
Arrangement:                                                      Company
Liability for Non Funded Accrued Benefits

    Trusts for Funded Accrued
Benefits

    


    Plan
Year:                                                      January
1 to December 31


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    AS
AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2005.

    


    


    American
Airlines, Inc.

    


    


    By:           

    


    


    Its: