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90
(3) Exhibits required to be filed by Item 601 of Regulation S-K. (Where the amount of securities
authorized to be issued under any of AMR's long-term debt agreements does not exceed 10 percent
of AMR's assets, pursuant to paragraph (b)(4) of Item 601 of Regulation S-K, in lieu of filing such as
an exhibit, AMR hereby agrees to furnish to the Commission upon request a copy of any agreement
with respect to such long-term debt.) The exhibits include amendments to the following agreements
approved by the Board of Directors of AMR on November 17, 2008, to be effective as of January 1,
2005 (unless otherwise specified), which were amended to ensure compliance with Section 409A of
the Internal Revenue Code of 1986, as amended, and other tax regulations: Trust Agreement Under
Supplemental Executive Retirement Plan $uper $aver Plus Plan, as amended and restated as of June
1, 2007 (filed as Exhibit 10.129), Trust Agreement Under Supplemental Retirement Program for
Officers of American Airlines, Inc., as amended and restated as of June 1, 2007 (filed as Exhibit
10.127), Supplemental Employee Retirement Program for Officers of American Airlines Inc., as
amended and restated as of January 1, 2005 (filed as Exhibit 10.128), First Amendment to AMR
Corporation 2004 Directors Unit Incentive Plan, dated as of January 1, 2005 (filed as Exhibit 10.4,
AMR Corporation 2003 Employee Stock Incentive Plan, as amended as of January 1, 2005 (filed as
Exhibit 10.151), AMR Corporation Amended and Restated Directors Pension Benefits Plan, effective
as of January 1, 2005 (filed as Exhibit 10.149), Amended and Restated Air Transportation Plan for
Non-Employee Directors of AMR Corporation, effective as of January 1, 2005 (filed as Exhibit 10.150),
AMR Corporation Procedures for Deferral of Board Retainers and Fees (an amendment and
restatement of the Directors Stock Equivalent Purchase Plan), as amended and restated as of
January 1, 2005 (filed as Exhibit 10.135), AMR Corporation 1998 Long Term Incentive Plan (filed as
Exhibit 10.142), First Amendment to AMR Corporation 1994 Directors Stock Incentive Plan, dated as
of January 1, 2005 (filed as Exhibit 10.152), Form of Amendment to Career Equity Program Deferred
Stock Award Agreement for Employees and Senior Officers, dated as of January 1, 2005 (filed as
Exhibit 10.105), Form of Amendment to Career Equity Program Deferred Stock Award Agreement for
Employees and Senior Officers, dated as of January 1, 2005 (filed as Exhibit 10.106), Form of
Amendment Executive Termination Benefits, dated as of January 1, 2005 (filed as Exhibit 10.124).
Exhibit
3.1 Restated Certificate of Incorporation of AMR, incorporated by reference to AMR’s
Registration Statement on Form S-4, file number 33-55191.
3.2 Bylaws of AMR Corporation, amended and restated as of January 20, 2009, incorporated
by reference to Exhibit 3.2 to AMR’s report on Form 8-K on January 23, 2009.
3.3 Amendments to the AMR Corporation Certificate of Incorporation, incorporated by
reference to AMR’s report on Form 10-Q for the quarterly period ended September 30,
2003.
10.1 Compensation and Benefit Agreement relative to the retirement of Robert L. Crandall,
between AMR and Robert L. Crandall, dated September 18, 1998, incorporated by
reference to Exhibit 10.3 to AMR’s report on Form 10-K for the year ended December 31,
1998.
10.2 Description of informal arrangement relating to deferral of payment of directors' fees,
incorporated by reference to Exhibit 10(c)(11) to American's Registration Statement No. 2-
76709.
10.3 AMR Corporation 2004 Directors Unit Incentive Plan, as amended, incorporated by
reference to Exhibit 10.5 to AMR’s report on Form 10-Q for the quarterly period ended
June 30, 2005; the successor to the AMR Corporation 1994 Directors Stock Incentive
Plan, as amended, incorporated by reference to Exhibit 10.9 to AMR’s report on Form 10-
K for the year ended December 31, 1996, and the AMR Corporation 1999 Directors’ Stock
Appreciation Rights Plan, incorporated by reference to Exhibit 10.1 to AMR’s report on
Form 10-Q for the quarterly period ended March 31, 1999.
10.4 First Amendment to AMR Corporation 2004 Directors Unit Incentive Plan, dated as of
January 1, 2005.