American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 I. DURATION Six (6) years from date of signing (DOS). At any time following Date of Signing plus forty-eight (48) months, but prior to Date of Signing plus seventy-two (72) months, with sixty (60) days prior written notice by either party, the parties will commence negotiations in accordance with Section 6, Title I of the Railway Labor Act, as amended. II. COMPENSATION Hourly Pay Rates: 1. Base Pay Rates: Eliminate current pay components (weight and speed/mileage) and replace with a single rate of pay by equipment grouping: a. Group I: With the exception of aircraft identified in Groups II through VI below, any aircraft configured (i.e., as operated by American Airlines) with greater than seventynine (79) seats, and less than one-hundred-eighteen (118) seats including E-190/195, CRJ-1000 and MRJ-100. b. Group II: A319, A319neo, B737-700, B737-7MAX, Bombardier CS300 (See Note 2 below) c. Group III: MD80, B737-800, B737-8MAX, B737-900, B737-9MAX, A320, A320neo, A321, A321neo d. Group IV: B757, B767-200, B767-300, A300 e. Group V: B767-400, B777-200, B777-200ER, B777-200LR, B777-300, B777-300ER, B7878, B787-9, B787-10, A332, A333, A340, A350 f. Group VI: A380, B747 (all variants) Note 1: Pilots flying in bid status where the book rate declines to create pay bands will be pay protected at current rates adjusted for increases for a period of 3 years or until he moves into another bid status. Note 2: A319 Pay Protection a. If a pilot is displaced from his current bid position to an A319 bid position within his base, or to an A319 bid position at a different base, that pilot will be pay protected against a pay rate reduction unless: i. ii. That pilot could have been awarded a displacement within his base to a bid position of equal or greater pay, but elected a displacement to a lower paying bid position. (a lateral displacement (International / Domestic, and vice versa) is considered a displacement of equal pay); or No bid position of equal or greater pay was available at his current base, and that pilot elected not to be awarded a displacement at a new base to a bid position which would have provided that pilot equal or greater pay when compared to the bid position displaced from (a lateral displacement to a 1 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 different base (International / Domestic, and vice versa) is considered a displacement of equal pay). b. This pay protection shall terminate if and when the displaced pilot could return or advance to a position in any base at the same or higher pay rate from which the pilot was initially displaced. c. The A319 pay protection provided in a. and b. above shall apply only to active pilots on payroll as of Date of Signing. 2. New aircraft not listed above will be slotted into the appropriate Group based on the FAA maximum certificated seat configuration. Aircraft that have an FAA maximum certificated seat configuration of fifty (50) percent or less of the difference between the highest FAA maximum certificated seat configured aircraft in one Group and the lowest FAA maximum certificated seat configured aircraft in the next higher Group will be placed in the lower Group. Aircraft that have an FAA maximum certificated seat configuration of greater than fifty (50) percent of the difference between the highest configured aircraft in one Group and the lowest configured aircraft in the next higher Group will be placed in the higher Group. 3. B ase Pay Rate Increases: DOS: 4.0% DOS + 12 months: 2.0% DOS + 24 months: 2.0% DOS + 36 months: * DOS + 48 months: 2.0% DOS + 60 months: 2.0% NOTE: DOS for base pay rate and per diem increases means the first day of the contractual month following ratification if other than the first day of a contractual month. *Greater of a 2.0% base pay rate increase or Industry Comparable Rate Adjustment. See Attachment regarding Industry Comparable Rates Proposal. 4. Increase first year pay to $40.00 per hour. Minimum Guarantee: 5. Delete minimum guarantee for lineholders. At the time of the award, no bid line shall have a pay value of less than the MALV minus the LCW. Determination of Hours: 6. Pay greater of schedule or actual by sequence. 2 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 Reserve Rest: 7. Eliminate two hour pay for Reserve Availability Periods in excess of seven (7) per month. Sustainability: 8. Neither party shall, without the express consent of the other party, seek to modify the pay relationship between Group I and Groups II – VI through the processes of the Railway Labor Act for a period of two (2) contract cycles or ten (10) years, whichever is later. Premium Pay: 9. Replace current premium pay provisions with a single premium rate of fifty (50) percent (total is base rate plus fifty (50) percent of base rate) on Company designated sequences. If sick anytime during the month, sick bank hours will be replenished before premium is paid as additional compensation. Time picked up as premium is uncredited. Night Pay Differential: 10. Eliminate night pay. International Rates of Pay: 11. Modify International override pay (Supplement I, Section 2.A-C) – pay International override only for International flying actually performed. Additionally, International override shall not apply to the contiguous forty-eight (48) states, Canada and Mexico. Eliminate International Officer override (Supplement I, Section 2.D). Meals and Incidentals 12. Increase per diem expenses as follows: DOS DOS + 36 Domestic: $1.80 $2.00 International: $2.00 $2.20 Sequence Protection and Recovery Obligation: 13. See attached language on Sequence Protection. Leaves of Absence: 14. Eliminate guarantee protection for military leaves (Section 11.E.8). Distance Learning: 15. Distance Learning will be paid at one-third (1/3rd) of the pilot’s base rate. Profit Sharing: 16. Implementation of the New Profit Sharing Plan a. Current Profit Sharing Plan and the Annual Incentive Plan (AIP) would be eliminated. 3 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 b. Beginning at the first dollar of (AA) pre-tax income, the new Profit Sharing plan would pay awards equal to five (5) percent of all pre-tax income, prorated to take into account any groups of frontline employees who do not participate in the plan. (AA) pre-tax income for the purposes of these awards will be calculated prior to the effects on income of any special, unusual, and non-recurring items or incentive pay. c. The New Fund would be distributed equitably to all eligible employees based on each employee’s eligible earnings. Profit sharing awards are not considered compensation for purposes of determining Company contributions or other benefits under any retirement plan. d. Individual New Awards will be distributed no later than March 15 of the following year for employees who meet the eligibility requirements as long as minimum funding provisions are met. III. WORK RULES Hours of Service: 1. Group I – 72-88 MALV with LCW + 4; 74-86 RALV; IMAX - FARs 2. Groups II – VI: Modify monthly schedule maximums as follows: a. Change to a monthly average between seventy-two (72) and eighty-four (84) hours by bid status. b. Twelve (12) month rolling average no less than seventy-four (74) and no more than eighty-two (82) hours. c. Pilots may voluntarily pick up time to the FAR maximum, limited to the bid line maximum for their bid status at Company option or the pilot’s individual monthly maximum (IMAX – 90 hours). d. Reserve pilots can be assigned flying up to eighty-five (85) hours. Reserve pilots may elect to fly on days off at Company option and will be paid above guarantee. e. Commencing with calendar year 2014, on an annual basis, if lineholder projection during the period May through August of that year averages less than RALV + five (5) hours, the MALV and RALV shall be increased by one (1) hour (85 / 83) for the following calendar year (data for any bid status in any month of the measurement period in which pick-up was limited by the Company shall be excluded from this calculation). For any measurement period in which the MALV and RALV have been increased, the lineholder projection average shall be reduced to RALV + four (4) hours for that period. (Uncredited time picked up shall be included, i.e. premium pickup or displacement pickup). If in the following measurement period the lineholder projection of RALV + four (4) hours is achieved, the MALV and RALV will revert to 84 / 82 and the lineholder projection for that year will be RALV + five (5) hours. 3. Eliminate Credit PIan Account (CPA). 4 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 Check Airmen: 4. Increase Check Airmen (CKA) scheduled work days to seventeen (17) days per month, with Company option to flex to eighteen (18) days. CKA may volunteer for up to three (3) additional days to a maximum of twenty (20) days, at Company option. 5. A CKA will proficiency fly a minimum of seventy-three (73) hours in one (1) line rotation month per year, or via fly W days at pilot’s option. Flying on fly W days will be selected from open time. 7. Additional provisions in attached Work Rules document. Training Flexibility: 8. In the event the Company cannot meet its training requirements while operating its training facilities at full capacity, other personnel may be utilized as needed to perform pilot training functions at the Flight Academy or other locations. Additionally, other personnel may be used up to one (1) year after introduction of a major new fleet type. Flight and Duty Limitations: 9. Company may implement flight time limitations, rest requirements and duty limitations as specified in the Federal Aviation Regulations, and as may be amended as a result of any final rule or FAA approved Ops Spec, with the following exceptions: a. Flights scheduled for greater than eight (8) hours and that touch the WOCL (as defined in the FARs) require three (3) pilots. b. A crew bunk is required for flights scheduled for greater than twelve (12) hours. Duty Rigs: 10. Current Book Trip Selections: 11. Implement a Preferential Bidding System (PBS) for bid line construction. 12. The line construction window for an individual bid status will be +/- seven (7) hours from the monthly average, and may be changed by mutual agreement. Recovery Obligation: 13. See attached Sequence Protection. Divisions: 14. Prior to the implementation of PBS, Domestic sequences may be placed in International selections as needed for line productivity. Up to two domestic sequences (multi-day and/or single-day) may be placed in an individual international selection. The total credited value of domestic sequences in an individual international selection may not exceed thirty hours. Effective with the implementation of PBS, Domestic time shall be included in the International 5 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 Division as necessary to meet the MALV, provide additional opportunities to maintain currency, to minimize TDYs and to improve line quality. Reserve: 15. Replace current Reserve system with a Reserve assignment system which optimizes available Reserve resources. 16. Sequences shall be assigned to reserves by matching the length of a sequence to the pilot’s days of availability. 17. Reserve Priority Value shall determine the order of reserve assignment. 18. Reserve pilots shall be scheduled for eighteen (18) days of availability (12/13 days off in a 30/31 day month respectively). Current book on moveable Duty Free Periods. Displacements: 19. Flight Standards may select sequences prior to bidding, and from open time anytime throughout the month. Calendar Month: 2 0 . Modify the current contractual month definition to make June a thirty (30) day contractual month and April a thirty-one (31) day contractual month. Fatigue: 21. Fatigue occurrences for lineholders and reserve pilots that are reviewed and approved by the Fatigue Review Analysis Team shall be paid. Trip Trade System: 22. The Company proposes to replace the Trip Trade with Open Time (TTOT) system with a new Trip Trade System (TTS). a. The TTS shall be developed by the Company, with APA oversight from the TTS Development sub-committee. Sick Leave: 23. E f f e c t i v e J a n u a r y 1 , 2 0 1 3 , r eplace the maximum sick leave accrual methodology with a short-term/long-term split-bank concept. a. The short-term bank will be capped at sixty (60) hours effective each January 1. b. The long term bank will be capped at nine hundred forty (940) hours. 24. Accrual remains at five (5) hours per month (sixty (60) hours per year) 25. Effective January 1, 2013, the split bank shall be created. Following the addition of the 2012 sick accrual accumulation to the pilot’s sick bank, sixty (60) hours shall be placed in 6 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 the pilot’s short-term bank, with the remaining balance placed in the long-term bank, up to a maximum of nine hundred and forty (940) hours. a. Effective January 1, 2014 and annually thereafter, a pilot’s sick accumulation from the prior year shall be applied as follows: i. To the pilot’s short-term bank, up to a maximum of sixty (60) hours, then ii. To replace any hours used from the pilot’s long-term bank. b. Any remaining hours will then be applied as follows: i. If the long-term sick balance > 470 hours: 50% of the difference will be paid out; 50% of the difference will be placed in the pilot’s long-term bank. ii. If the long-term sick balance < 470 hours > 235 hours: 25% of the difference will be paid out; 75% of the difference will be placed in the pilot’s long-term bank. c. If the long-term sick balance < 235 hours: 100% of the difference will be placed in the pilot’s long-term bank. Sick Verification/Proof of Illness: 26. A pilot may only access his/her long-term sick bank in the event of an illness or injury that will exceed fourteen (14) consecutive calendar days and is authorized by the AA Medical Department or third party contractor, as applicable. a. A pilot with a documented medical condition may access his/her long-term bank for illnesses of less than fourteen (14) days with concurrence of the Chief Pilot and the AA Medical Department or third party contractor, in the event the pilot’s short term bank has been exhausted. 27. Modify existing CBA language and arbitration precedent for 30 day verification to apply after fourteen (14) day absence. 28. Medical verification by the AA Medical Department or third party contractor agreed to by APA. APA will not unreasonably withhold their approval. 29. Company retains the ability to investigate the possible abuse of sick leave for cause (includes frequency of use, patterns and sick in conjunction with Holidays, Vacation or Training). Health Retirement Account 30. The Company will contribute up to $25,000 to a Health Retirement Account (HRA) for a pilot who retires at age sixty (60) years or older between Date of Signing and the amendable date of this CBA, and who gives at least four (4) months notice of his/her intent to retire. Any such pilot who gives at least four (4) months’ notice and retires with less than a full sick bank will receive a HRA proportionally reduced by an amount equal to the percentage of actual SK balance to maximum accrual in that pilot's sick bank (e.g. a pilot who retires with a sick bank of 500 hours will receive a HRA funded to $12,500). 7 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 The Health Retirement Account can be used to purchase medical coverage, from the Company and/or a third party, for the retiree and/or spouse on record on date of retirement. 31. Modify Rapid Reaccrual (Section 10.C.): a. Eligible pilots will rapid reaccrue only to the amount used in the triggering event. 32. Modify Sick If Needed: b. Eliminate the resetting of SIN at the beginning of the following month will be eliminated. No change to SIN in the first month 33. Eliminate the Long Term Sick restoration provision (Section 10.E.3.). 34. Eliminate the restoration of sick leave credit for Injury On Duty (Section 10 F.). Vacation Accrual and Scheduling: 35. Limit the maximum annual vacation accrual to thirty-five (35) days. 36. Increase vacation float to all but seven (7) days of accrued vacation at pilot option. Hotels: 37. Eliminate the requirement to select from mutually acceptable facilities. Modify to give preference to airport hotels. IV. BENEFITS Active Medical: 1. See Revised Attachment B dated June 26, 2012 – “Pilots Active Medical.” Retiree Medical and Life: 2. See Attachment C dated June 26, 2012 – “Pilots Retiree Medical and Life.” Pension: 3. See Attachment E regarding termination of B Plan, contribution to other DC Plan, freeze of the Fixed Income Plan, and other pension-related agreements. The current Agreement will be conformed to the terms of Attachment E. 4. Amend the agreement so that the Company is not required to maintain or fund or provide benefits under a defined benefit pension plan, except as provided in Attachment E. 5. Amend the agreement so that the Company may terminate (and is not required to maintain or fund or provide benefits under) its money purchase plan, except as provided in Attachment E. 8 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 6. Eliminate Supplement F(5), which provides for a non-qualified pension plan alternative. Supplement B: 7. The retirement package is conditioned on successful resolution of the Supplement B issue through either: (a) an APA referendum obtaining Supplement B pilot support for all benefit changes; or (b) a Bankruptcy Court approved abrogation of Supplement B. APA need not agree to the abrogation of Supplement B, but shall not oppose any future Company efforts to abrogate Supplement B. V. SCOPE Commuter Air Carriers: 1. Change definition of Commuter Air Carrier to aircraft (jet or turboprop) with a maximum of seventy-nine (79) seats (as operated for American Airlines) and including aircraft such as the CRJ900, E170/175, MRJ70-90, or comparable aircraft. 2. The number of regional /small jets with greater than thirty (30) seats (as operated) that may be flown on the Company’s behalf under the Scope exceptions for Commuter Air Carriers shall be up to seventy-five (75) percent of the mainline narrowbody fleet count (single aisle aircraft above 79 seats) distributed as outlined below: a. The maximum number of such regional /small jets with greater than thirty (30) seats (as operated) up to and including sixty-five (65) seats (as operated) cannot exceed thirty- five (35) percent of the total mainline narrowbody fleet count, except as provided in (c) below. b. The maximum number of such regional /small jets with greater than sixty-five (65) seats (as operated) up to and including seventy-nine (79) seats (as operated) cannot exceed the following percentages of the total mainline narrowbody fleet count in the years indicated: i. 2012 – 2014 ii. 2015 iii. 2016 & beyond 25% 30% 40% c. Provided, however, that the number of aircraft operated under (a) may exceed thirty- five (35) percent of the total mainline narrowbody fleet count, as long as the total number (aircraft under (a) plus aircraft under (b))does not exceed seventy-five (75) percent of the mainline narrowbody fleet count, and the number under (a) in excess of thirty-five (35) percent of the total mainline narrowbody fleet count shall reduce the number of aircraft permitted under (b). d. Turboprop aircraft with fifty (50) or more seats shall be included in all counts under (2), (a), (b), and (c). Turboprop aircraft with less than fifty (50) seats shall not be counted under (2), 9 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 (a), (b), and (c), provided that the number of such aircraft flown on the Company’s behalf shall not exceed ten (10) percent of the mainline narrowbody fleet count. e. The Company shall provide the Association with a list of tail numbers and seating configurations for aircraft operating on behalf of the Company with greater than thirty (30) to seventy-nine (79) seats as of the effective date of the agreement and at quarterly scope meetings. 3. Eliminate owned/non-owned commuter carrier distinction under Section 1.D.5.g and h – all operated as if owned. 4. For any non-owned air carrier that operates both (a) aircraft with seventy-nine (79) or fewer seats and (b) aircraft with eighty (80) or greater seats, the Company shall be permitted to place its code on flying by the smaller aircraft under the Commuter Air Carrier Exception (Section 1.D). 5. Modify methodology of counting commuter aircraft to reflect only those aircraft providing codeshare with American Airlines. 6. Modify definition of hubs and major airports to encompass DFW, ORD, MIA, JFK, and LAX or any other airport where the average number of mainline daily departures exceeds one hundred (100) in the prior six-month period. Domestic Codesharing: 1. The Company may enter into and maintain codeshare agreements with Domestic Air Carriers under the following conditions: a. ALASKA AIRLINES i. Delete Supplement R. ii. Company may engage in unrestricted codesharing with Alaska Airlines, except the AA* code may not be placed on AS flights between Hawaii and DFW, LAX, SAN, ORD. iii. If the Company is unable to conclude and/or maintain codeshare agreements with Alaska, an equivalent number of ASMs available for codeshare on Alaska under (ii) above will be added under Paragraph (c) below, subject to the same conditions with respect to Hawaii flights contained in (1)(a)(ii). b. HAWAIIAN INTER-ISLAND i. American Airlines may codeshare with Hawaiian Airlines (or its successor) without restriction on intra-Hawaii flights, so long as American Airlines shall 10 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 maintain a minimum average of ten (10) flights per day between the mainland and Hawaii measured on a rolling look-back period of twelve (12) months. c. The Company may also enter codesharing relationships with other Domestic Air Carriers, and through such agreements with Domestic Air Carriers, their regional partners under this section. However, the total ASMs of all aircraft of such carriers on which the Company places the AA* code during a rolling twelve month period (i.e., excluding any placement of the AA* code under paragraphs a and b, above) shall not exceed fifty (50) percent of domestic AA scheduled monthly ASMs during the same rolling twelve (12) months. d. Section 1.H deleted Joint Ventures 1. The parties agree to work toward a fair allocation of flying for the Company in Joint Business Agreements (JBA). APA has the right to review the initial JBAs and any material changes going forward. During the parties’ quarterly scope meetings, the Company will discuss and receive input from the Association regarding current and anticipated JBAs. International Codesharing: 1. The International Baseline block hour number will be reset to the number of international block hours scheduled during July 1, 2011 through June 30, 2012. 2. The International Baseline calculation will be modified such that new routes will not be added to the Baseline until the third anniversary of American Airlines’ operation of the route on either a year-round or seasonal basis. 3. Delete Section 1.J.7. (leaving Company code in the market). The remaining provisions of Section 1.J of the 2003-2008 CBA shall continue to apply. Excess Baggage: 1. American Airlines will be permitted to utilize freighter service operated by other carriers between and among Miami and JFK and all destinations in the Caribbean, Central America, and South America between November 23 and January 6, and during four additional weeks each year to include Easter/Spring break and the month of July. These four additional weeks will be designated by American Airlines by no later than January 15 of each year, and by August 15 for 2012. The purpose of this Scope Clause exception is to enable American Airlines to accommodate passenger baggage that cannot be accommodated on the same flight as the passenger. 2. There will be no apportionment pay for using such charter services. 11 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 3. The APA will be able to audit baggage activity up to 5 times per year, on a schedule agreed by the Scope Committee. At the time of each audit, American Airlines shall provide the APA with access to all relevant information, facilities, personnel and documentation. American Airlines will provide a quarterly report to the APA about how often charter services were used, to where, and how many bags were transported. American Airlines will conduct an annual joint performance review in the first quarter of each year at the request of the APA. Livery / Paint Scheme: 1. “Livery” means, separately or in any combination, an air carrier’s name, its logo, and the paint scheme and /or the tailfin scheme on its aircraft. 2. Regional aircraft operated in compliance with Section 1.D may carry the Company’s livery, only if such aircraft bear the name “American Connection” or “American Eagle” or similar name connoting a connection with American Airlines (or other name used by the Company). 3. Company aircraft may operate utilizing the livery of a multi-airline alliance, such as oneworld, provided that the livery on Company mainline aircraft is not identical to any other airline’s livery and also provided that the aircraft has a clear indication of operation by “American Airlines”(or other name used by the Company), such as an AA tailfin scheme. 4. The Company shall not give permission for other airlines in a multi-airline alliance, such as oneworld, to use elements of the Company’s livery (such as tailfin scheme or name “American Airlines”) as part of any multi-airline alliance livery, unless: (i) the livery element is used in conjunction with other alliance members livery as a depiction of the members within the alliance and includes a clear indication of which airline operates the aircraft so as to create no reasonable basis for customer confusion that the airline is operated by American Airlines, and (ii) the Association has been given advance notice and graphics of the proposed livery for review and comment. 5. Pending grievances on aircraft livery withdrawn as settled. VI. General Distance Learning: 1. Establish Distance Learning for recurrent and transition training. Supplement CC: 2. The Company will have the right, in its sole discretion, to decide whether to modify or close the existing STL pilot base, and such modification or closure and consequences thereof shall not constitute a breach of the CBA, provided that in preparation for modification or closure of the STL pilot base, AA and APA will engage in final and binding interest arbitration pursuant to Section 7 12 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 of the RLA. The Supplement CC interest arbitration panel shall consist of three neutral arbitrators who are members of the National Academy of Arbitrators with Richard Bloch as the principal neutral. The arbitrators shall decide what non-economic modifications that would not otherwise be provided by the CBA, if any, may be required to Supplement CC as a result of the STL modification or closure and resulting loss of STL flying, provided that training costs associated with the closure or modification of the base shall be considered non-economic. In no event shall the arbitrators have authority to modify the AA/APA Pilots’ System Seniority List or impose material costs beyond training costs on the Company. The Company and APA shall agree to the procedures and standards governing this arbitration. Richard Bloch shall have continuing jurisdiction to resolve disputes over the implementation and interpretation of the decision by the panel. TUL Flight Test: 3. Delete all references to TUL M&E flying. Crew Rest Seats (for augmented crews): 4. No cabin seats provided if the crew rest facility includes seats and bunks for each additional crewmember. 5. If only one seat in the crew rest facility, no cabin seat provided for one additional pilot. If a second pilot is required, one Business Class seat will be provided. 6. B-767 – one seat in the center section of Business Class provided. 7. Narrowbody Aircraft – no change to current book. Letter LL (4) 8. Modify to adjust the junior pilot with furlough protection from F.L. Steed to (To Be Named). The junior pilot so named shall be at 95% of the active pilots as of Date of Signing. In the event of a merger or acquisition, the 95% shall be adjusted to 90%. Force Majeure language shall apply. Electronic Copies of Agreement: 9. Eliminate requirement for distribution of paper copies of CBA. VII. Standard Bankruptcy Settlement Language See Attachment F. VIII. Ratification A. This agreement is contingent upon: (1) ratification by the pilot membership pursuant to procedures determined by the APA Board of Directors; (2) a referendum pursuant to Supplement B and as directed by the APA Board of Directors among Supplement B pilots authorizing any changes made by this 13 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 agreement requiring approval by the Supplement B pilots; (3) subsequent approval by the Bankruptcy Court. B. The parties agree to jointly request that the Bankruptcy Court stay the decision on the Company’s pending Section 1113(c) motion with respect to the APA collective bargaining agreement for a period of six (6) weeks to provide for the ratification and referendum procedure set forth above. C. In the event the agreement fails approval under (A) (1) or (2), the Company at its election shall request the Bankruptcy Court to lift the stay and issue its decision with respect to the pending Section 1113(c) motion with respect to the APA collective bargaining agreement. IX. Unsecured Claim 1. The Company will support before the Unsecured Creditors Committee a claim by the pilots in an amount of 13.5% of New Corporation equity or equivalent. X. Tentative Agreements 1. Per Company Proposal dated 3/21/2012 (see attached), Tentative Agreements marked as “favorable”, including #8 (Section 18.C.1.f. – Temporary Vacancies) which is modified to “favorable” from “unfavorable”, will be included in this Agreement. XI. Changes in Contract Language 1. The foregoing terms and conditions of the Company’s Last, Best and Final Offer (“LBFO”) will require certain changes, additions and deletions in the language of the existing collective bargaining agreement (including supplements and letters of agreement) between the Association and the Company (i.e. – the “Green Book”). The terms of the Green Book shall remain in effect as terms of the new collective bargaining agreement, except for those terms that are inconsistent with the spirit and intent of the changes, additions and deletions set forth in this LBFO and changes to the Green Book terms agreed by the parties as appropriate for implementing the new terms of the LBFO. 14 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 Index of Appendixes Attachment A Attachment B Attachment C Attachment D Attachment E 12 year Rate Summary Active Medical and LTD Pilot Retiree Medical and Life Industry Comparable Pay Rates Pension Plan Attachment G Work Rules Attachment H Attachment I Attachment J Sequence Protection Clarification Documents Tentative Agreement Summary 15 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 Attachment A 12-Year Rate Summary Current Book 2012 4.00% % Change Band 6 CA Band 5 CA Band 5 CA Band 4 CA Band 4 CA Band 4 CA Band 3 CA Band 3 CA Band 2 CA Band 1 CA Band 6 FO Band 5 FO Band 5 FO Band 4 FO Band 4 FO Band 4 FO Band 3 FO Band 3 FO Band 2 FO Band 1 FO 777 789 763 762 757 738 S80 A319 777 789 763 762 757 738 S80 A319 $ $ $ $ $ $ $ $ $ $ $ $ $ $ 204.83 204.83 179.39 177.41 173.81 165.70 161.23 139.28 139.28 121.99 120.64 118.19 112.68 109.64 2013 2.00% 2014 2.00% 2015 2.00% 2016 2.00% 2017 2.00% $ $ $ $ $ $ $ $ $ $ 223.67 213.02 213.02 180.76 180.76 180.76 167.68 167.68 144.85 114.02 $ $ $ $ $ $ $ $ $ $ 228.14 217.28 217.28 184.38 184.38 184.38 171.04 171.04 147.75 116.30 $ $ $ $ $ $ $ $ $ $ 232.71 221.63 221.63 188.06 188.06 188.06 174.46 174.46 150.71 118.63 $ $ $ $ $ $ $ $ $ $ 237.36 226.06 226.06 191.82 191.82 191.82 177.95 177.95 153.72 121.00 $ $ $ $ $ $ $ $ $ $ 242.11 230.58 230.58 195.66 195.66 195.66 181.50 181.50 156.79 123.42 $ $ $ $ $ $ $ $ $ $ 246.95 235.19 235.19 199.57 199.57 199.57 185.13 185.13 159.93 125.89 $ $ $ $ $ $ $ $ $ $ 152.10 144.85 144.85 122.92 122.92 122.92 114.02 114.02 98.50 77.54 $ $ $ $ $ $ $ $ $ $ 155.14 147.75 147.75 125.38 125.38 125.38 116.30 116.30 100.47 79.09 $ $ $ $ $ $ $ $ $ $ 158.24 150.71 150.71 127.88 127.88 127.88 118.63 118.63 102.48 80.67 $ $ $ $ $ $ $ $ $ $ 161.41 153.72 153.72 130.44 130.44 130.44 121.00 121.00 104.53 82.28 $ $ $ $ $ $ $ $ $ $ 164.63 156.79 156.79 133.05 133.05 133.05 123.42 123.42 106.62 83.93 $ $ $ $ $ $ $ $ $ $ 167.93 159.93 159.93 135.71 135.71 135.71 125.89 125.89 108.75 85.61 16 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 Active Medical Attachment B 1. With the exception of the Standard plan design features in the chart and changes noted in #3 below, all other plan provisions are subject to change at Company discretion. Plan design features and other plan provisions in the Core medical option may change at Company discretion and advance notice of any changes will be provided prior to implementation. To the extent the Company is offering the Value medical option in any Plan Year to employees, employees eligible to enroll in the Standard and Core medical options will be eligible to enroll in the Value option; the Company, at its discretion may change plan design and contributions in the Value option or otherwise amend or eliminate the Value option. 2. Aggregate employee contributions for the Standard and Core medical options for 2013 will be 18%, 2014 will be 19%, 2015 will be 20% and 2016 and thereafter will be 21% of the total projected cost of each forecasted year of healthcare expenses (which include medical/Rx and administrative expenses). Contributions for the Standard and Core medical options will increase with inflation for these two (2) medical options with cost share set as explained above. The Value medical option inflation will be calculated separately. 3. The Standard medical option annual deductible will increase $50 in 2015 and 2017 until the deductible reaches $850 for employee only coverage, $2,550 for family coverage. 4. Current coverage tiers for contributions will be replaced, as follows: Current Coverage Tiers Employee Only Employee + 1 Employee + 2 or more New Coverage Tiers Employee Only Employee + Spouse/Domestic Partner Employee + Child(ren) Employee + Family Multiplier 1.0 2.6 1.8 3.5 5. The $150, $250, $500, $1000 standard medical options in the current CBA will be eliminated including the elimination of the Carey award and the inflation formula used to determine future contributions. 6. New employees eligible for healthcare coverage will default to the Core option, which is the Health Savings Account-compatible medical option, for Employee Only coverage on their eligibility date, should another option or level not be elected during their initial enrollment. 7. To the extent the Company is offering incentives in any Plan Year to employees for participating in the Healthmatters wellness program, employees enrolled in the Standard and Core Plans will be eligible for those incentives provided they meet the criteria (as established by the Company at its discretion) for earning the incentive. 17 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 Plan Design Features Health Spending Accounts Spending Account Funding (2013 only) In Network Deductible (Single/Family) Out of Network Deductible (Single/Family) Coinsurance (In/Out) In Network Out of Pocket Max (Single/Family) Out of Network Out of Pocket Max (Single/Family) Primary Care Physician Copay (In/Out) Specialist Copay (In/Out) Retail Clinics Copay (In/Out) Preventive Care (in network only)* Emergency Room Pharmacy (Retail) Generic Formulary Brand Non-Formulary Brand Pharmacy (Mail) Generic Formulary Brand Non-Formulary Brand 2013 Monthly Contributions EE Only EE + Spouse/DP EE + Child(ren) EE + Family Value Non-Contractual N/A $0 $300/$900 Standard Contractual Features HRA $375 ee & $375 sp $750/$2,250 Core Non-Contractual HSA Compatible $0 $2,000/$4,000** $1500/$4500 $3,000/$9000 $4,000/$8,000** 20%/40% $1,750/$4,375 20%/40% $2,000/$5,000 30%/50% $6,000/$12,000** $6,000/$15,000 $6,000/$15,000 $12,000/$24,000** $20* $30* 30%/50% $40* $40* $0 Ded/Coins/$100 CoPay 20%/40% 20%/40% $0 Ded/Coins/$100 CoPay 30%/50% 30%/50% $0 Ded/Coins $10 30% ($20 min/$75 max) 50% ($35 min/$90 max) 20% ($10 min/$40 max) 30% ($30 min/$100 max) 50% ($45 min/$150 max) subject to deductibles and coinsurance*** 20% ($0 min/$80 max) 30% ($40 min/$150 max) 50% ($70 min/$180 max) 20% ($5 min/$80 max) 30% ($60 min/$200 max) 50% ($90 min/$300 max) subject to deductibles and coinsurance*** $112.50 $70.69 $292.50 $183.81 $202.50 $127.25 $393.75 $247.43 *Not subject to deductible if in network; deductible and co-insurance apply if out of network ** Core - each deductible (single/family) is an aggregate that needs to be satisfied in total before coinsurance applies ** Core - the deductible is calculated as satisfying a portion of the OOP Max ** Core - each (single/family) OOP Max is an aggregate that needs to be satisfied in total before receiving 100% coverage ***Preventive Rx not subject to deductible, coinsurance still applies Value, Standard, and Core coinsurance amounts (Medical and Rx) apply towards OOP maximums OOP amounts do not include the deductibles for Value or Standard 18 $57.40 $149.25 $103.33 $200.91 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 Pilot Long-Term Disability (LTD) 1. Company proposes to change the PLTD benefit to 60% of salary, up to a maximum of $8,000 paid per month. 2. Pilot LTD benefits will be offset by other sources of income, including: a. Social Security Disability benefits, primary and family b. Workers’ Compensation c. State Disability d. Other earned income after 24 months 3. Benefits will be paid for up to 24 months for disability from the occupation of an airline pilot due to a medical condition or treatment for that medical condition. a. After 24 months, the pilot will continue to be considered disabled if the pilot is unable to earn more than 80% of their pre-disability salary earned at the Company in the 12 months prior to date of disability. 4. Benefits will be paid for up to 24 months for chemical dependency and mental/nervous diagnoses. 5. Claims must be filed within 1 year of date of disability in order to be eligible for benefits. 6. Benefits are payable only when the pilot is seeking appropriate care and treatment for the disabling condition. 7. The plan will be administered by a third party administrator to be mutually determined by the Company and APA. APA consent will not be unreasonably withheld. In the event the two parties cannot reach agreement within 3 months, the Company shall be allowed to proceed with the selection of the third party administrator. 8. Any disputes arising as to the clinical validity of a claim or as to the continuation of disability once commenced will be referred to an independent clinical source to be mutually determined by the Company and APA. APA consent will not be unreasonably withheld. In the event the two parties cannot reach agreement within 3 months, the Company shall be allowed to proceed with the selection of the independent clinical source. 9. Pilot will not earn credited service in any retirement plan or receive retirement plan contributions while on disability. 10. Pilot will be eligible for medical coverage at active employee contribution rates while they are in benefit. 11. The proposed plan provisions will apply to pilots with a disability date on or after DOS. Disabled pilots in benefit prior to DOS will continue to be covered by their current disability plan. 19 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 Injury on Duty 1. Pilot may use accrued sick time to supplement workers’ compensation benefits provided he/she is treated by a network physician. 2. Eliminate IOD sick leave credit restoration. 20 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 ATTACHMENT C Retiree Medical and Life Retiree Medical The Company proposes the following changes to the retiree medical and life coverage: 1. Amend the collective bargaining agreement, any letter agreements and any ancillary documents so that the Company is not required to maintain, fund, or provide for retiree medical or retiree life benefits, including elimination of the retiree medical and retiree life insurance references. 2. Early retirees age 50-64 will have access to a company sponsored retiree medical option. Contributions for this coverage will be 100% of projected annual expenses (which includes administrative expenses) using data, assumptions, and methodologies for calculating future retiree healthcare costs. For 2012, the Company will offer the pre-65 plan design (which includes a provider network) offered to management employees. 3. Retiree medical option for age 65 and over will cease. Retirees will be offered access to purchase a guaranteed issue Medicare supplement plan through a third party administrator, to the extent available. 4. Although it is the Company’s intention to continue to make available access to early retiree medical coverage (age 50 – 64), the Company will reserve the right to modify, amend, or terminate the plan at any time. 5. Retiree life insurance benefit will be discontinued. 21 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 ATTACHMENT D INDUSTRY COMPARABLE PAY RATES PROPOSAL 1) Effective the first day of the contractual month following DOS + 36 months1, for the fourth year of the Agreement, hourly base pay rates shall receive an Industry Comparable Pay Rate Adjustment, to be determined according to the procedures and standards set forth in Paragraph 2 below. The comparators to be used in determining the Industry Comparable Pay Rate Adjustment are Delta Airlines, United Airlines, Continental Airlines, US Airways, and America West (or their successors) as long as their pilots continue to operate under separate pilot contracts (“the Industry Comparators”). 2) Industry Comparable Pay Rate Adjustment procedures and standards: a) Industry Comparable Pay Rates shall be determined by calculating the simple average of the hourly base pay rates that will be in effect on DOS + 36 months for twelve (12) year Captains at the Industry Comparators for B737-800 or A320 aircraft equipment type. If an Industry Comparator operates both aircraft types, the hourly base pay rate of the higher fleet count aircraft will be used . b) After determining the average Industry Comparable Pay Rate for the two aircraft types, the parties or interest arbitration panel will calculate a percentage rate increase to be applied to the Company’s equivalent hourly base pay rate to bring it up to the determined average Industry Comparable Pay Rate (“Industry Comparable Pay Rate Adjustment”). This Industry Comparable Pay Rate Adjustment will then be applied to the hourly base pay rates for all of the Company’s aircraft pay rate groupings. c) On or before DOS + 30 months, the parties shall meet and confer for a period of up to 30 days to determine if they can achieve a voluntary agreement for an Industry Comparable Pay Rate Adjustment. d) If by DOS + 31 months, the parties are unable to achieve a voluntary agreement according to the procedures set forth in (2)(a) and (b) above, they shall submit the issue of an Industry Comparable Pay Rate Adjustment to interest arbitration under the procedures of Section 7 of the Railway Labor Act. i) The parties shall agree on or before DOS + 31 months to the appointment of three neutral arbitrators, to include Richard Bloch, if available, as the principal neutral. Failing agreement on the appointment of three neutral arbitrators on or before DOS + 31 months, the parties shall request the National Mediation Board to appoint a panel of three neutral arbitrators (to include Richard Bloch, if available, as the principal neutral), who shall be members of the National Academy of Arbitrators. ii) In order to facilitate the interest arbitration, the parties may enter an interest arbitration agreement setting forth ground rules for the interest arbitration. In the absence of such interest 1 Company agrees if DOS is the first day of the month, the Industry Comparable Pay Rate Adjustment will be effective on DOS + 36 months. 22 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 arbitration agreement, the interest arbitration shall be conducted according to the provisions of this Agreement and whatever ground rules the panel shall deem appropriate. iii) The parties shall share equally all costs of interest arbitration. iv) The interest arbitration shall begin on or before DOS + 32 months and a hearing shall be concluded and a decision issued on or before DOS + 35 months. 3) The following are examples of how the Industry Comparable Pay Rates and Industry Comparable Pay Rate Adjustment are to be calculated. For purposes of these examples it is assumed DOS + 36 months is September 1, 2015. EXAMPLE #1: United currently operates the A320 (but not the B737-800) and Continental operates the B737-800 (but not the A320). If the carriers are still operating under separate pilot contracts as of September 1, 2015, the 12-year Captain hourly base pay rate for the A320 in effect on DOS + 36 months shall be used in the comparator group and the 12-year Captain hourly base pay rate for the B737-800 in effect on DOS + 36 months at Continental shall be used in the comparator group. However, if Continental and United are operating under a single pilot contract effective September 1, 2015 or sooner, the 12-year Captain hourly base pay rate in effect on DOS + 36 months for the larger fleet type (A320 or B737-800) under the single pilot contract shall be used in the comparator group. EXAMPLE #2: USAirways and America West currently fly the A320 (but not the B737-800). If the carriers are still operating under separate pilot contracts as of September 1, 2015, the 12-year Captain hourly base pay rates for the A320 in effect on DOS + 36 months at USAirways and America West shall both be used as comparators. EXAMPLE #3: If the new United Airlines is operating under a single pilot contract effective September 1, 2015 or sooner, then Delta Airlines, United Airlines, USAirways and America West shall be the only four (4) Industry Comparators for purposes of the Industry Comparable Pay Rate Adjustment. EXAMPLE #4: If the new United Airlines and the new USAirways are operating under single pilot contracts effective September 1, 2015 or sooner, then Delta Airlines, United Airlines and USAirways shall be the only three (3) Industry Comparators for purposes of the Industry Comparable Pay Rate Adjustment. EXAMPLE #5: Delta operates the A320 and B737-800 aircraft. If Delta operates 73 B737-800 aircraft and 69 A320 aircraft, the B737-800 hourly base pay rate for 12-year Captains at Delta shall be used and the A320 hourly base pay rate shall be excluded for purposes of the Industry Comparable Pay Rate Adjustment. 23 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 EXAMPLE #6: Larger fleet type by Industry Comparator airline is hypothetically as follows; Delta – B737-800, United – A320, Continental – B737-800, USAirways – A320, America West – A320. 12-year Captain hourly base pay rates are hypothetically as follows for the larger fleet type; Delta - $218, United - $190, Continental $190, USAirways - $150, America West - $150. The simple average of adding up the five (5) hourly base pay rates above and dividing by five (5) = $179.60 per hour, which simple average would be used in determining the Industry Comparable Pay Rate Adjustment. EXAMPLE #7: (Assumes United and Continental are operating under a single pilot contract as of September 1, 2015) Larger fleet type by Industry Comparator airline is hypothetically as follows: Delta – B737-800, United – B737-800, USAirways – A320, America West – A320. 12-year Captain hourly base pay rates are hypothetically as follows for the larger fleet type; Delta - $218, United - $210, USAirways - $170, America West - $170. The simple average of adding up the four (4) hourly base pay rates above and dividing by four (4) = $192 per hour, which simple average would be used in determining the Industry Comparable Pay Rate Adjustment. EXAMPLE #8: (Assumes United and Continental and USAirways and America West are operating under single pilot contracts as of September 1, 2015). Larger fleet type by Industry Comparator airline is hypothetically as follows; Delta – B737-800, United – B737-800, USAirways – A320. 12-year Captain hourly base pay rates are hypothetically as follows for the larger fleet type; Delta - $218, United - $210, USAirways - $190. The simple average of adding up the three (3) hourly base pay rates above and dividing by three (3) = $206 per hour, which simple average would be used in determining the Industry Comparable Pay Rate Adjustment. EXAMPLE #9: If AA 12-year Captain hourly base pay rate in effect on DOS + 36 months for the A320 and B737-800 = $174.46 and the hypothetical Industry Comparable Pay Rate from Example #6 above = $179.60, then to calculate the Industry Comparable Pay Rate Adjustment, you divide $179.60 by $174.46 minus one (1) = 2.9% increase effective September 1, 2015. This increase shall be applied uniformly to Equipment Group I – VI hourly base pay rates. EXAMPLE #10: If AA 12-year Captain hourly base pay rate in effect on DOS + 36 months for the A320 and B737-800 = $174.46 and the hypothetical Industry Comparable Pay Rate from Example 7 above = $192.00, then to calculate the Industry Comparable Pay Rate Adjustment, you divide $192.00 by $174.46 minus one (1) = 10.1% increase effective September 1, 2015. This increase shall be applied uniformly to Equipment Group I – VI hourly base pay rates. EXAMPLE #11: If AA 12-year Captain hourly base pay rate in effect on DOS + 36 months for the A320 and B737-800 = $174.46 and the hypothetical Industry Comparable Pay Rate from Example 8 above = $206.00, then to calculate the Industry Comparable Pay Rate Adjustment, you divide $206.00 by $174.46 minus one (1) = 18.1% increase effective September 1, 2015. This increase shall be applied uniformly to Equipment Group I – VI hourly base pay rates. 24 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 ATTACHMENT E June 26, 2012 Dave Bates President Allied Pilots Association 14600 Trinity Blvd., Suite 500 Ft. Worth, TX 76155-2512 Termination of B Plan, Contribution to other DC Plan, and Freeze of the Fixed Income Plan Dear Captain Bates: This letter confirms an agreement between American Airlines, Inc. (“Company”) and the Allied Pilots Association (“Association”) regarding the Variable Income Plan (“Pilot B Plan”) and the Fixed Income Plan (“Pilot DB Plan”) of the American Airlines, Inc. Pilot Retirement Benefit Program (“PRBP”) and regarding $uper $aver – A 401(k) Capital Accumulation Plan for Employees of Participating AMR Corporation Subsidiaries (“SuperSaver”). WHEREAS, the Company established the Pilot B Plan, a money purchase pension plan, under the PRBP to provide retirement benefits for its pilot employees and their beneficiaries; and WHEREAS, the Company wishes to freeze and terminate the Pilot B Plan and the Company’s obligation to contribute to it and to establish the Company’s obligation to contribute to SuperSaver; and WHEREAS, the Company established the Pilot DB Plan, a defined benefit plan, under the PRBP to provide retirement benefits for its pilot employees and their beneficiaries; and WHEREAS, the Company and the Association wish to freeze instead of terminate the Pilot DB Plan; and WHEREAS, notwithstanding the wish to freeze instead of terminate the Pilot DB Plan, the Company would seek to terminate the Pilot DB Plan if the Company is not able to obtain timely and reliable guidance from the U.S. Treasury Department and Internal Revenue Service that will enable the Company to resolve structural issues under the Pilot DB Plan relating to the elimination of the lump sum benefit and similar optional forms of benefits; and WHEREAS, agreements made by the Company and the Association, including separate agreements entitled “Supplement F(1)” and “Supplement B”, which were separately made by the Company and the Association, create certain contractual barriers to freezing and terminating the 25 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 Pilot B Plan and to freezing the Pilot DB Plan and to resolving those certain structural issues regarding the Pilot DB Plan; THEREFORE: A. If the contractual barriers under agreements between the Company and the Association are eliminated to the extent necessary to freeze and terminate the Pilot B Plan, the Company may freeze and terminate the Pilot B Plan, the termination to occur effective one month following the date of the freeze of the Pilot B Plan; and B. Effective beginning on the date of the freeze of the Pilot DB Plan and the Pilot B Plan, the Company shall contribute each month with respect to each pilot an amount equal to fourteen percent (14%) of such month’s compensation as defined in SuperSaver to such pilot’s account in SuperSaver; and C. If Internal Revenue Code limits reduce the contributions to be made under paragraph B, the Company shall pay the portion that otherwise would have been contributed to the pilot as a cash payment in the current period, provided that such payments can be provided in a manner that complies with the requirements of Internal Revenue Code section 409A and other applicable rules and further provided that such payments shall not be treated as "compensation" for purposes of contributions to SuperSaver; and D. Regarding the Pilot DB Plan: (i) If the contractual barriers under agreements between the Company and the Association are eliminated to the extent necessary to freeze the Pilot DB Plan, the Company may freeze the Pilot DB Plan to ensure that the Company is not required to provide for future benefit accruals under the Pilot DB Plan from and after the effective date of the freeze of the Pilot DB Plan. (ii) If the U.S. Treasury Department and Internal Revenue Service publish a final regulation that the Company determines, in its sole discretion, will enable the Company to resolve, in a manner and on a timetable satisfactory to the Company, structural issues under the Pilot DB Plan relating to the elimination of the lump sum benefit and similar optional forms of benefits, and if the contractual barriers have been eliminated, the Company may amend the Pilot DB Plan to eliminate the lump sum benefit and similar optional forms of benefits. (iii) If the U.S. Treasury Department and Internal Revenue Service do not publish a final regulation (1) that takes effect before October 1, 2012, and (2) that the Company determines, in its sole discretion, will enable the Company to resolve, in a manner and on a timetable satisfactory to the Company, structural issues under the Pilot DB Plan relating to the elimination of the lump sum 26 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 benefit and similar optional forms of benefits, and if the contractual barriers have been eliminated, the Company may seek to terminate the Pilot DB Plan. (iv) If the Company files a distress termination motion with respect to the Pilot DB Plan at any time, the Association retains the right to oppose that motion on the grounds that the requirements of 29 U.S.C. section 1341(c)(2)(B)(ii) are not met for any reason, including, without limitation, because guidance from the U.S. Treasury Department and Internal Revenue Service (if such guidance has been published) enabled the Company to timely resolve structural issues under the Pilot DB Plan relating to the elimination of the lump sum benefit and similar optional forms of benefits. (v) If the contractual barriers have been eliminated, and if the Company seeks to terminate the Pilot DB Plan after September 30, 2012, the Association will not assert in any forum that the termination of the Pilot DB Plan or any steps taken to achieve termination of the Pilot DB Plan violate the terms of any existing collective bargaining agreement or other obligation the Company may have to the Association. Notwithstanding the foregoing, nothing in this letter agreement shall be interpreted to limit or impair (i) the Company's rights to pursue the Section 1113 Motion to reject the Company’s collective bargaining agreement with the Association1 pursuant to the United States Bankruptcy Code (the “Section 1113 Motion”)2; (ii) the Association’s rights to oppose the Section 1113 Motion, including the filing of any claim(s) against the Company related to the Section 1113 Motion or the Company's rights to pursue the Section 1113 Motion and to oppose claims related to the Section 1113 Motion, (iii) the Association’s right to assert any claims against the Company in the Company’s bankruptcy case, including, but not limited to, any claims with respect to any lost benefits arising from the freeze of the Pilot DB Plan or the Company's right to object to any such claims, or (iv) the Association’s or the Company's rights or positions set forth in the adversary proceeding entitled Allied Pilots Association v. AMR Corporation and American Airlines, Inc. (Case No. 12-1094) . Very truly yours, Laura A. Einspanier Vice President Employee Relations 27 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 Agreed: Dave Bates President Allied Pilots Association 1 The Debtors’ Section 1113 Motion also sought rejection of the collective bargaining agreements with the Transport Workers Union of America, AFL-CIO (“TWU”), and the “Association of Professional Flight Attendants” (“APFA” and collectively with the APA and TWU, the “Unions”). 2 “Section 1113 Motion” shall mean collectively: (i) Motion of Debtors for Entry of Order Pursuant to 11 U.S.C. §1113 Authorizing Debtors to Reject Collective Bargaining Agreements [Docket No. 2035] (the “Rejection Motion”),(ii) Memorandum of Law in Support of Debtors' Motion to Reject Collective Bargaining Agreements Pursuant to 11 U.S.C. § 1113 [Docket No. 2041] (the “Principal Memorandum of Law”) and (iii) Memorandum of Law in Support of Debtors' Motion to Reject Collective Bargaining Agreements Pursuant to 11 U.S.C. § 1113 - Part Two: APA - Pilots [Docket No. 2042] (the “APA Rejection Memorandum of Law”) and any subsequent filings seek substantially the same relief. 28 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 ATTACHEMENT G WORK RULES1 Amend the following Definitions: • Modify Calendar Month (2.B): “Calendar month”, as used herein, shall mean the period from the first day of, to and including the last day of each calendar month of the year, except that for pilot scheduling and pay purposes the following shall apply: # Days in Contractual Month Calendar Month Contractual Month January January 1 – January 30 30 February January 31 – March 1 st st 30 (31 in Leap Year) March March 2 – March 31 st 30 April April 1 – May 1 May May 2 – June 1 June June 2 – July 1 July July 2 – July 31 August August 1 – August 30 September August 31 – September 30 October October 1 – October 31 November November 1 – December 1 December December 2 – December 31 st th nd st st 31 nd st 31 nd st 30 st 30 nd st th st 30 th st st nd 1 st 31 31 st st 31 30 This document is intended to expand upon certain items listed in the Company’s Last Best and Final Offer and explain the primary changes necessary to implement those items. It is not intended to expand the list of items necessary for reorganization. Neither is it intended to be a comprehensive treatment of all contractual changes that may be necessary to effect the changes, and is a working document intended solely to facilitate discussion. 37 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 • Modify Contractual Month (2.H.) o Replace “when the thirty (30) day provision of Section 2.B. (calendar month) is utilized” WITH “in accordance with Section 2.B. (Calendar Month).” • Delete Day Flying (2.L.) • Delete Greater Time to Date (GTD) (2.U.). and replace with new definition for reserve assignments: o Reserve Priority Value (RPV) – The RPV is used to determine a reserve pilot’s assignment priority when assigning open sequences. It takes into account the number of remaining available reserve days and previous credited hours on reserve available days, less any credit for known future absences in the month. • Modify Reassignment (2.GG.): o Delete last sentence and replace with “The pilot shall be paid reassignment pay at 1.5 times (base rate plus fifty (50) percent of base rate) for any flying outside a pilot’s scheduled sequence footprint, or recovery obligation window if applicable. • Modify Reschedule (2.II.): o “A pilot shall be deemed rescheduled when assigned flying that is contained wholly within the pilot’s replacement flying window following a cancellation, misconnect, illegality, or substitution of equipment.” • Modify Satellite Base (2.KK.) (modified to account for PBS line construction): o A satellite base is a station other than the pilot’s domicile which contains sequences that originate and terminate at the same station. Satellite base sequences may only be bid and be awarded to pilots domiciled at the crew base to which the satellite base is assigned to. • Delete Scheduled Projection (SPROJ) (2.MM.) 38 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 • Delete Trip Selection (2.TT.) and replace with new definition for monthly lines of flying: o Bid line – “Bid line” means any monthly regular or reserve flying assignment. • Delete Trip selection denial (2.UU.) Amend Sections 15, 17, 18, Supplement I, Supplement M, Supplement AA and Supplement BB and incorporate into a single Scheduling Section in the Collective Bargaining Agreement: • Delete Section 15 A.1. through 8., and Supplement I, Section 7.A. (Flight Time Limitations) and replace with the following: Flight Time Limitations: For Groups I through VI: o A pilot may voluntarily pick up time to the monthly FAR maximum, subject to the pilot’s individual maximum (IMAX) or the limit established by the Company for such pilot’s bid status. The Company-imposed monthly pick up maximum shall be no less than the bid line maximum applicable to each bid status. o Fly through time from one month to another shall be paid and credited in the month in which the sequence terminates. All fly through time on a pilot’s schedule at the time the bid lines are being awarded shall be credited towards a pilot’s monthly bid line maximum. o Reserve pilots may elect to fly on days off at Company option. Such flying shall be uncredited and paid above guarantee. For Group I: o Group I pilots: See Company Comprehensive proposal. For Groups II through VI: o See Company Comprehensive proposal. 39 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 • Amend Section 15.B. (Notification): o Modify to include electronic notification and acknowledgment between the Company and pilots for all trip assignments and reassignments. o Modify to reflect changes to monthly trip selections as a result of the implementation of a Preferential Bidding System (PBS). • Amend Section 15.C., Supplement I, Section 7.C. (On Duty Time), Supplement I, Section D. (Required Rest Periods) and Supplement AA: o Flight time limitations, rest requirements and duty limitations shall be in accordance with the Federal Aviation Regulations, and as may be amended as a result of any final rule or FAA approved Ops Spec. • Effective with the new Collective Bargaining Agreement, the Company will maintain the current contractual provisions regarding flight time limitations, rest requirements and duty limitations through December 31, 2013, with the following exceptions: • Modify Supplement I, Section 7.C. to provide for an eighteen (18) hour scheduled and twenty (20) hour maximum on-duty period for a crew of four on two (2) pilot aircraft. • Delete Supplement AA, Section E.5.a. – remove limitations on RAP assignments following Absences Ending at Midnight. • RAPs may begin at any time. Delete Section 15.D.1., 15.D.2.a. through i., 15.D.3., 15.D.4. and Supplement I, Section 8.A.1.b. and c. (Off Duty Time). o Incorporate time off requirements under Line Construction (Current book – minimum ten (10) days off). o Incorporate Section 15.D.2.j. (trading of reserve days) under Reserve Flying. 40 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 • Delete Supplement I, Section 1.C., D. and E. due to the implementation of a Preferential Bidding System (PBS) for the construction of all monthly bid lines. • Delete Sections 18.A., B. and Supplement I, Section 1. o Replace with a new Line Construction Section based on the implementation of a Preferential Bidding System that will, at a minimum, include the following: Bid lines will be built for each monthly bid period using a Preferential Bidding System (“PBS”). Pilots will be awarded lines in seniority order based on individual preferences for days off, sequences, recurrent training, layover cities, and other criteria as applicable. The Company shall establish a Monthly Average Line Value (MALV) that will be no less than seventy-two (72) hours or greater than eighty-four (84) credited hours in any three-part bid status (Base, Equipment, Category) in any contractual month. The Line Construction Window (LCW) for any bid status shall be plus / minus seven (7) hours, unless mutually agreed to by the Company and the Association. The LCW may vary by bid status. Known Planned Absences shall be credited for line construction purposes at a Daily Rate of 2:45. Fly through time from the previous month shall be credited towards a pilot’s monthly bid line maximum. Fly through conflicts and FAR illegalities will be prohibited in the line construction process. Appropriate buffers shall be applied between sequences to minimize illegalities in actual operations. Recurrent Training periods shall be available for bid in the same manner as trips. These sequences may be awarded in advance of the trip pairings either as a separate process or in conjunction with the trip pairings in a single 41 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 process. In the event a pilot due for recurrent training does not bid, recurrent training will be assigned. Reserve lines shall be constructed with ten (10) immovable days off. In a thirty (30) day contractual month, one (1) additional moveable day off shall be scheduled. In a thirty-one (31) day contractual month, two (2) additional moveable days off shall be scheduled. Reserve days off shall be awarded or assigned with a minimum of one group of four (4) consecutive days off and no less than two (2) consecutive days off in any other group. At pilot option, a single day off may be scheduled in a reserve line. Reserve lines will have a minimum of four (4) and a maximum of twelve (12) days of availability in any block of days on. • Reserve available days will be prorated if available for less than a full month in accordance with the following chart: DAYS RESERVE DAYS RESERVE AVAILABLE DAYS AVAILABLE DAYS 1 16 1 10 2 2 17 10 3 2 18 11 3 19 4 12 5 3 20 12 6 4 21 13 7 4 22 14 8 5 23 14 9 5 24 15 10 6 25 16 11 6 26 16 12 7 27 17 17 13 8 28 14 8 29 18 15 9 30 18 31 18 Modify Section 18.D.1. (Order of Filling of Open Time) as follows: 42 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 NOTE: A DFP for a reserve pilot is any day other than a reserve available day. o The Company may identify and award any sequence at any time in the process as one that pays premium pay. o No Reserve assignment or assigned Sequence Obligation Pilot will be paid at premium rates. o The Filling of Open Time shall be an automated process utilizing a pilot’s Preference Ballot to award open trips to lineholders or reserve pilots requesting flying on their days off. o Open time awards may be subject to the contractual and FAR limits and buffers. Filling of Open Time – Day before 1. 10:00 home base time (HBT) – sick removals and sequences placed into open time. 2. 12:00 HBT (or earlier) – Begin Filling of Open Time for any open flying for the next day as follows: (Note: The start time of 1. and 2. may be modified by mutual agreement between the Company and the Association). Filling of Open Time - Order 1. Sequence Protection Obligation pilots 2. Voluntary Pick up - In Base a. Line holder Pick Up –In Division first then opposite division b. Company Option: Reserve Pick Up / Volunteering to fly on DFP (NDFPM) Up –In Division first then opposite division c. Company Option: Line holder Pick Up w/conflict. In division first, then opposite division d. Company Option: Reserve Pick Up with Conflict (into Reserve Available days). In division first, then opposite division 3. Voluntary Pick up - Out of Base (Company Option) a. Line holder Pick Up In Division first, then opposite division b. Reserve Pick Up / Volunteering to fly on DFP –NDFPM. In Division first, then opposite division c. Line holder Pick Up w/conflict In division first, then opposite division d. Reserve Pick Up with Conflict (into Reserve Available days) In 43 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 4. 5. 6. 7. 8. 9. • division first, then opposite division Crew Schedule: a. Option to split trips and/or reallocate flight legs and commence again, following steps 1. through 3. above. Assign to Reserves In Division first, then opposite division i. By block, RPV, seniority (without DFP conflict) ii. Assignment into DFP – DFPM (Note: up to 12noon) a. Option to split trips and/or reallocate flight legs and commence again, following steps 1. through 3. above. At Company option, transfer sequence(s) to another base. Process starts at #1 at other base. Company option to use CKA or Mgmt. pilot. Inverse Assign In Division (premium pay, or premium pay with conflict whichever is applicable). Inverse Assign Opposite Division Assign (premium pay, or premium pay with conflict whichever is applicable). Amend Section 18.D.2. as follows: o Delete 2.b. – addressed in Section 15. o Modify 2.f. – “proper notification” shall be Preference Ballot. O Delete 2.g. and h. – replaced by Reserve Assignment system. o Delete 2.k. – VJA is eliminated. • Modify Section 18.E.1. through 4. (Reassignment) as follows: o If a pilot is assigned to flying other than what the pilot is scheduled for, and for which the pilot is legal for in all respects, the pilot shall be paid and credited as follows: If reassigned within the footprint of a sequence, the pilot shall be paid and credited at straight time for the greater of the scheduled flying or the flying actually performed. If reassigned outside the footprint of a sequence, the pilot shall be paid and credited at straight time for the greater of the scheduled flying or the 44 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 flying actually performed within the sequence footprint, and time and one-half (1.5 X) for all flying outside the sequence footprint. • Amend Sections 18.E.6 through 8. o Modify 18.E.6. and 7. – change references. Covered under Sequence Protection. o Delete 18.E.8. – Covered under Sequence Protection. • • Delete Section 18.F. (Substitution of Equipment) – covered under Sequence Protection. Delete Section 18.G. (Reserve Flying) Supplement AA ((Reserve Rest Agreement) and replace with a modified reserve system that includes the following: o A reserve assignment system that matches a reserve pilot’s days of availability (block of days) with the length of the open sequence. In the event there are no pilots available in the applicable block of days, then trips will be assigned to pilots in the next highest block of days. o A Reserve Priority Value (RPV) that determines the order of reserve assignment (See RPV Definition). The pilot(s) with the highest ratio(s) will be assigned open trip(s), starting with the highest credited value trip going to the pilot with the highest ratio. In the event two or more pilots have the same RPV, sequences will be assigned in seniority order. o Voluntary flying on days off is excluded in the assignment maximum. o A reserve pilot may be assigned reserve flying provided the pilot’s individual maximum (IMAX) is not exceeded. • Delete Supplement AA, Sections A through K: o Reserve rest shall be in accordance with the Federal Aviation Regulations, as may be amended as a result of any Notice of Proposed Rulemaking or FAA approved Ops Spec. 45 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 • Delete Supplement AA, Section L. and Supplement BB: • Fatigue shall be handled in accordance with the Fatigue Risk Management Plan and the Fatigue Risk Management System, as applicable. Delete Supplement AA, Section M upon implementation of new FARs. Check Airman (CKA): • Modify 12.B.2.a.: o Check Airman pay shall be based on a seventeen (17) day schedule at 88:11 hours per month or an eighteen (18) day schedule at 93:22 hours per month, if the Check Airman’s fleet type is flexed. • Modify 12.B.5.a.(2): o Check Airman will be scheduled for seventeen (17) days of work per month, or at Company option, may be flexed, by fleet, for eighteen (18) days per month. • Modify 12.B.5.a.(3)(b): o With Company approval, a Check Airman may volunteer to be scheduled for sixteen (16) days of work per month. • Modify 12.B.5.a.(4): o A Check Airman may volunteer for up to four (4) additional days per month, to a maximum of twenty (20) days, at Company option. o The proffering of additional days shall be done in system seniority order within equipment qualification to X-type CKA assigned to the Flight Academy that month. The Company will first attempt no-cost coverage options before proffering additional days (i.e. cancelled work days, schoolhouse reassignment, Flight Standards unused days, etc.). • Modify Section 12.B.9.d: o X-Type Check Airmen shall fly a minimum of 73 credited hours for proficiency in one line rotation month per calendar year, or via fly W days, at pilot option. Check Airman must designate selection of line rotation or fly W days option annually and no later than October 31st of the previous year. • Check Airman hired after October 31st in the previous year will be provided proficiency flying or line rotation, at Company option. 46 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 It is the Check Airman’s responsibility to track and accomplish the hours. If the minimum number of hours is not accomplished by years end, Check Airmen may, at Company option, be returned to the line. The Company is not required to notify APA of Check Airmen annual proficiency flying hours. o X-Type Check Airmen who select the fly W option shall proficiency fly as follows: Check Airman may request up to four (4) specific consecutive work days per month as fly W days, until the annual hours is reached. The Company will allocate as available. At Company option, the Company may schedule fly W days with a sequence(s) from open time or posted for drop. o An X-Type Check Airman who selects the line rotation option shall line rotate at any base the Check Airman chooses, and without bidding restrictions. o A Check Airman on a line rotation month shall be paid the greater of such pilot’s pay projection (PPROJ) or 88:11 hours. If a Check Airman’s line rotation month coincides with a scheduled eighteen (18) day month in the Check Airman’s fleet type, the Check Airman will be paid the greater of PPROJ or 93:22 hours, provided the Check Airman is a lineholder and works eighteen (18) calendar days in that month. o Scheduled Days Off: Modify Section 12.B.6.a.(1). – CKA may request up to ten (10) prescheduled days off per month as follows: o Six (6) “R” (requested) days off o Four (4) “L” (like) days off o During the month, the Company may move prescheduled days off (“R” and “L” days) by mutual agreement. After Flight Standards has posted the CKA monthly schedules, each CKA assigned to Flight Standards for the month may identify up to four (4) additional days off, referred to as “Release” days. o Release days can be moved without CKA concurrence, but must be moved prior to 1600 Central Time the day prior. o Release days cannot be used retroactively; unless by mutual agreement. 47 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 ATTACHMENT H Section 4. – Sequence Protection General A pilot (lineholder or reserve flying on days off) whose sequence is cancelled for any reason shall be pay protected for the scheduled value of the sequence at the time of the award or assignment. The sequence footprint is established at the time of the award or assignment. The Company shall notify the pilot of sequence cancellation as soon as possible after sequence cancellation is known. A. Definitions 1. Calendar Day – for the purposes of sequence protection and replacement flying, a calendar day shall be considered as 02:00 HBT until the following 01:59 HBT. 2. Cancellation Notification Window – commences at the time of sequence cancellation for sequences cancelled the day prior to sequence origination after the conclusion of DOTC or prior to the originally scheduled sign-in time on the day of sequence origination and continues for three (3) hours for the purpose of notification of sequence cancellation and the assigning of replacement flying. 3. Replacement Flying – flying that is assigned / awarded by the Company to a pilot whose sequence or portion thereof has cancelled. 4. Replacement Flying Window – the originally scheduled flight departure (OUT) time on the first day of the sequence until the end of the sequence footprint plus four (4) hours, or the end of the calendar day, whichever is greater. a. EXCEPTION 1 – Trans Oceanic including to/from Hawaii, U.S. to South of the Equator, the end of the sequence footprint, plus thirty (30) hours or first-available flight-leg back to base, whichever is later. b. EXCEPTION 2 – the replacement flying window may only be extended in accordance with the definition of “Reschedule” in Section 2. II 48 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 5. Sequence Cancellation – for the purposes of sequence protection, the terms sequence cancellation, misconnect and illegality shall be interchangeable. 6. Sequence Footprint – the originally scheduled flight departure (OUT) time on the first day of the sequence to the end of the originally scheduled flight termination (IN) time on the last day of the sequence. B. Replacement Flying Provided the pilot is qualified, legal and available (QLA), the Company may assign replacement flying that does not exceed the pilot’s IMAX as follows: 1. The Company may assign any replacement flying that fits within the replacement flying window, including modification of the original sequence. 2. The Company may proffer and the pilot may voluntarily accept replacement flying that commences prior to the sequence footprint and/or finishes beyond the replacement flying window (including replacement flying that will cause an illegality with the pilot’s next sequence(s)). 3. The Company may assign replacement flying that causes an illegality with the pilot’s next sequence(s). 4. The Company may assign replacement flying that is scheduled to terminate beyond the replacement flying window in accordance with the definition of “Reschedule” in Section 2. II. 5. The Company may not involuntarily assign a pilot to replacement flying that signs-in before the sign-in time of the originally scheduled sequence footprint. 6. Premium pay provisions shall apply for any reassignment during replacement flying that results in a pilot flying beyond the sequence footprint (of the originally cancelled sequence). 7. EXCEPTION: With mutual agreement between the Company and the pilot, a pilot may decline a replacement flying assignment at the time of notification and forfeit the applicable sequence protection. C. Notification and Contact Requirements The following provisions shall cover a pilot’s responsibilities for the assigning / awarding of replacement flying (in the event the pilot has not already been assigned replacement flying within the cancellation notification window): 1. Cancellation for next day (or beyond): a. Cancellation occurs prior to DOTC: assignments / awards shall be 49 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 made from the start of DOTC until 17:00 HBT the day prior to sequence origination. b. Cancellation occurs during DOTC (day prior to sequence origination): assignments shall be made until 17:00 HBT or the end of the cancellation notification window, whichever is later. c. Cancellation occurs after DOTC (day prior to sequence origination): the pilot shall be contactable during the cancellation notification window. d. The pilot shall be responsible for assignments / awards made during the windows in a. through c. above. 2. Cancellation Day of Sequence Origination (prior to sign-in): the pilot shall be contactable during the cancellation notification window. a. EXCEPTION – For a sequence cancellation that occurs pre sign-in between 00:00 and 07:00 HBT, the Company should delay making phone contact as late as possible in this time frame so as not to disturb pilot rest. b. This exception does not prevent the Company from assigning replacement flying (within the cancellation notification window) that signs-in on or after the pilot’s originally scheduled sign-in time. 3. If the pilot is not assigned replacement flying, as applicable in Section C.1. through 2. above, the pilot’s next obligation is to be contactable for assignment from the start of DOTC until 17:00 HBT each day of the sequence footprint, except as provided for in D.6. below. 4. Cancellation Post Sign-In at Domicile (prior to departure of first leg, or midsequence): the pilot will remain promptly available for assignment to replacement flying for four (4) hours after the originally scheduled sequence sign-in time (after originally scheduled departure time, if mid-sequence), or one (1) hour after the cancellation is known, whichever is later. If not assigned replacement flying within the window above, the pilot shall be released for that day. a. The pilot may only be assigned replacement flying during the next and subsequent DOTC window(s) from the start of DOTC until 17:00 HBT except as provided for in D.6. below. 50 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 5. If the pilot’s sequence is cancelled away from domicile, the pilot will remain contactable for assignment to replacement flying for the duration of the originally scheduled duty period (if the duty period has already commenced) and the applicable replacement flying window. a. If on layover and sequence cancellation occurs within nine (9) hours of originally scheduled sign-in, the Company should delay making phone contact as late as possible in this time frame so as not to disturb pilot rest. b. If already at the airport when sequence cancellation occurs, the crew will not be held at the airport without expectation of departure within a reasonable period of time. Crew Schedule/Tracking shall repair a pilot’s schedule as soon as possible. 6. Notwithstanding a pilot’s obligation(s) to be contactable for the assigning of replacement flying in Section C.1. through 5. above (as applicable), a pilot shall not be contactable during DOTC on the last day of the cancelled sequence footprint. a. EXCEPTION – A pilot whose sequence cancelled that was Trans Oceanic including to/from Hawaii and the U.S. to South of the Equator. D. Use of Reserve Pilot Sequences The Company may use a sequence previously assigned or currently being flown by a reserve pilot as replacement flying as follows: 1. Pre-sign in: a reserve pilot may be removed from a sequence up to two (2) hours prior to the originally scheduled sign-in time. Within two (2) hours of sign-in, with a reserve pilot’s concurrence, they may be voluntarily removed from the sequence. a. If a reserve pilot is removed from their sequence pre-sign in, the reserve pilot will be contactable for the remainder of the pilot’s RAP. 2. Post-sign in: by mutual agreement, a reserve pilot may be removed from a sequence post-sign in prior to departure of the first leg of the sequence. If the reserve pilot is removed by mutual agreement, the pilot shall be paid in accordance with Section 15. H. If the reserve pilot is not removed: a. The reserve pilot must fly or deadhead at least one (1) leg prior to removal from the remainder of the sequence. 51 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 b. If removed after one (1) or more legs, the reserve pilot will receive applicable pay and credit for the duty period(s) completed. E. Procedures for Assigning Replacement Flying 1. Assigned During DOTC: the pilot shall be assigned replacement flying (using the preference ballot based on seniority) as follows: a. Any sequence that is within one (1) hour of the cancelled sequence value, provided it does not result in the loss of availability for another pilot eligible for replacement flying. b. If the number of eligible replacement flying pilots (in the same block) exceeds the number of open sequences (in the same block), the senior pilot(s) shall have the ability to pass. i. If there are still open sequences (in a lower block) after F.1.b. above, the remaining eligible replacement flying pilots shall be assigned one of the open sequences using the preference ballot based on seniority. c. A pilot who fails to submit a preference ballot shall be assigned a replacement flying sequence that best matches the hours of obligation and the footprint of the affected sequence. 2. Assigned Outside of DOTC: the pilot who was not assigned replacement flying at the time of the sequence cancellation (B.1) shall be assigned a replacement flying sequence as follows: a. During regular operations, Crew Scheduling / Tracking shall assign a replacement flying sequence following the procedures in E.1.a. through c. above. b. During an OSO, to the maximum extent possible, Crew Scheduling/Crew Tracking shall assign a sequence that best matches the hours of obligation and the footprint of the affected sequence based on the pilots preference ballot. 3. By mutual agreement, pilots assigned / awarded replacement flying may be reconsidered for a sequence that opens subsequent to the sign-in time of the replacement flying assignment / award. 4. By mutual agreement, pilots not assigned / awarded replacement flying during DOTC or the Cancellation Notification Window (whichever is 52 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 applicable), may be considered for sequences that open after the conclusion of DOTC or the Cancellation Notification Window (whichever is applicable). The Company and the Association Joint Scheduling Committee shall include a review of the procedures for assigning replacement flying at JSC meetings. F. Sequence Modification A pilot who is on the sick list prior to sequence modification will be charged sick time and paid and credited based on the value of the originally scheduled sequence. A pilot who is not on the sick list at the time of sequence modification will be charged sick time and paid and credited based on the value of the modified sequence. G. Illegalities Illegalities caused by replacement flying with a pilot’s next sequence(s) shall be handled as follows: 1. Crew Schedule has the option to eliminate the illegality through partial sequence modification or reassignment. 2. Replacement flying assignment – if assigned and/or awarded replacement flying that causes an unresolved illegality with the pilot’s next sequence(s) at the time of assignment, the pilot shall be removed paid and uncredited from the illegal sequence(s) with no replacement flying obligation for the removed sequence(s). 3. Reassigned during replacement flying – if reassigned during replacement flying, and the reassignment causes an unresolved illegality with the pilot’s next sequence(s) at the time of assignment, the pilot shall be removed paid and uncredited from the illegal sequence(s) with no replacement flying obligation for the removed sequence(s). 4. Rescheduled (as defined in Section 2. II.) and/or overfly during replacement flying – the pilot shall be removed paid and credited from the illegal sequence(s) with replacement flying obligation for the removed sequence(s). a. LIMITATION – if a pilot is removed from a subsequent sequence as a result of a reschedule or overfly during replacement flying, the pilot’s replacement flying obligation for the subsequent sequence shall be the replacement flying window. 53 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 If the pilot is then removed from another subsequent sequence as a result of a reschedule or overfly during replacement flying for the 2nd sequence, the pilot’s replacement flying window for the next (3rd) sequence is the sequence footprint, as defined in A.7. above. 54 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 ATTACHMENT I Clarification Documents Preferential Bidding Develop a new Line Construction Section based on the implementation of a Preferential Bidding System (PBS) that will, at a minimum, include the following provisions: 1. The Company will continue to meet and confer with APA in PBS vendor discussions. APA can provide feedback to the Company regarding the various vendors. However, the Company retains the right to make the final selection. Bid lines will be built for each monthly bid period using PBS. Pilots will be awarded lines in seniority order based on individual preferences for days off, sequences, recurrent training, layover cities, and other criteria as applicable. For pilots awarded a reserve line, if the functionality exists, the PBS system will assign days off using pilot entered preferences, subject to reserve staffing requirements as determined by the Company. 2. PBS Settings The Company shall establish a Monthly Average Line Value (MALV) that will be no less than seventy-two (72) hours or greater than eighty-eight (88) credited hours in any four-part bid status (Base, Equipment, Category, Division) in any contractual month (Equipment Group I only). Company shall establish a Monthly Average Line Value (MALV) that will be no less than seventy-two (72) hours or greater than eighty-four (84) credited hours in any four-part bid status (Base, Equipment, Category, Division) in any contractual month (Equipment Groups II – VI only – subject to change due to lineholder voluntary pick-up metric). The Line Construction Window (LCW) for any bid status shall be set at a value of plus / minus seven (7) hours, or other value as mutually agreed to by the PBS Committee. The LCW may vary by bid status. The Company and Association shall determine acceptable tolerance levels relating to the MALV prior to implementation. 55 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 The PBS Committee shall jointly agree on appropriate processes for reaching an acceptable result and any changes to the final results. Furthermore, the PBS system will recognize a particular pilot’s IMAX if it is a limiting factor in line construction. (Subject to PBS system capability). Known Planned Absences shall be credited for line construction purposes at a Daily Rate of 2:45 / day. APA input will be considered for all other PBS system algorithms, parameters, logic, bidding options, interface, versions, etc. Once established, any future changes shall not be changed without advance notice to the APA. For any 4-part bid status, the amount of open time remaining after posting of PBS awards shall normally be less than the equivalent of one (1) line of flying at the minimum PBS line construction window. The Company and the Association may mutually agree to create additional open time. In the event the open time remaining is greater than the equivalent of one (1) line of flying, it shall be distributed evenly throughout the month. Fly through time from the previous month shall be credited towards a pilot’s monthly bid line maximum. Fly through conflicts and FAR illegalities will be prohibited in the line construction process. Appropriate buffers shall be applied between sequences to minimize illegalities in actual operations. (Buffers to be determined prior to implementation of PBS – will involve PBS Committee) Once fully implemented, and unless restricted by physical constraints, the Company will permit the Association, if it desires, to take responsibility for monthly PBS runs. This responsibility requires APA to meet schedule deadlines and comply with Company staffing requirements for both lineholders and reserves. Subject to system capability, active pilots shall be able to access PBS via the internet using multiple generally accepted methods. 56 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 3. PBS Committee The Company and the Association will create a PBS Committee as a subset of the Joint Scheduling Committee. The PBS Committee shall oversee the development, implementation, introduction schedule, and regular ongoing operation of the PBS system. The PBS Committee shall consist of three (3) Company members and three (3) Association members. The Company will provide the Association members of the PBS Committee a reasonable amount of Company paid Union Leave in order to accomplish the initial implementation of PBS. The PBS Committee shall have access to system settings, constraints and parameters as well as access to monitor the PBS runs and any data or reports readily available from PBS. Pilots will be provided Company paid PBS bidding training. Training will be paid at the Distance Learning rate of pay. The curriculum duration and method of delivery of the training shall be determined by the Company with input from APA. The PBS Committee will oversee initial pilot training for the new PBS system 4. PBS Line Awards A pilot’s final bid award shall be available for review in PBS, accessible from home through a web based program, no later than the 18th contractual day of the month prior. The PBS Committee shall agree on the information to be included in such award as well as the format. Information to be considered shall include the following: a. Scheduled Credit Hours for the line; b. Scheduled Block Hours for the line; c. Scheduled time away from base for the line; 57 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 d. Actual number of days off in line; e. Sequence numbers; f. Fly through credit; g. Sequence report and release times; h. Positions by sequence; i. Scheduled credit for each sequence; j. Layover cities; k. Days off and days of availability blocks for reserves; l. Recurrent training assignments; m. Vacation days; n. Planned absences; o. Number of landings; p. Number of Duty Periods; q. Audit and or reasons report; r. Other information as agreed upon by the PBS Committee and Company. 5. Continuing Qualification Training Upon full implementation of PBS, Continuing Qualification training periods shall be available for bid in the same manner as monthly trips. This bidding process may be accomplished in advance of the regular PBS line construction run or in conjunction with the actual PBS line construction run (PBS vendor dependent). In the event a pilot due for Continuing Qualification training does not bid, the pilot will be assigned. 58 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 Distance Learning: • The Company will give consideration to input from the APA Training Committee in the continuing development of the policy, procedures and requirements of a Distance Learning program. • Distance Learning is defined as required training or required activities that are accomplished without being present in a classroom, flight training device, simulator or aircraft, and without instructor presentation or instructor proctoring in a physical classroom environment. Distance learning may include live classroom presentations presented over the internet. • Distance Learning shall include: o All Company learning programs required to be completed outside of a pilot’s on-duty period related to a flight assignment (e.g. Value of Respect) o Learning related to Qualification or Continuing Qualification and/or any aircraft or operational specific training. • Distance Learning will not include any activities commonly associated with post sign-in preflight planning. Such activities include flight manuals updates, flight crew bulletins, flight operations bulletins and preflight planning for a particular flight. The parties agree the intent is to exclude activities currently being done post sign-in. • Distance Learning lessons that are considered pre-requisites for scheduled training or required activities must be completed prior to attending the scheduled training or commencing the follow-on activity. Distance Learning lessons that are not pre-requisites may be completed at any time within a specified completion period (due date) for each lesson. • The Company will provide computer access for Distance Learning purposes at each pilot Domicile, in addition to the Flight Academy. The Company will provide the tools and resources needed to effectively accomplish Distance Learning at these locations. 59 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 • A pilot shall have the option of accomplishing all required Distance Learning lessons at their Domicile or at the AA Flight Academy. In the event a pilot elects to exercise this option, priority passes to and from the AA Flight Academy shall be provided in accordance with Letter P. Hotel and TAFB expenses shall remain the responsibility of the pilot. • Instructors will be available at GSW during 0900 – 1700 CT to answer questions and otherwise assist those pilots who are engaged in Distance Learning. • Pilots will be paid for the completion of all required Distance Learning on the basis of one (1) minute of pay for every three (3) minutes of Distance Learning. Time durations for completion of the required Distance Learning assignments shall initially be determined by the Company, with input from the APA Training Committee Chairman, and monitored at regular intervals to ensure adequate time is allotted for the successful completion of each assignment. A319 / A321 Reschedule / Reassignment / Reserve Assignment 1. The Company may reschedule or reassign an A319 lineholder to an A321 flight, or an A321 lineholder to an A319 flight, to protect the operation. The pilot will be paid at the A321 rate for any such flying. 2. The Company may assign an A319 reserve pilot to an A321 flight, or an A321 reserve pilot to an A319 flight, to protect the operation. The pilot will be paid at the A321 rate for such flying. 3. Pro-rated Guarantee: An A319 reserve pilot who operates an A321 flight(s) during a month shall be paid at the applicable A321 rate of pay for such credited hours, and at the applicable A319 rate of pay for the remaining guarantee hours. 4. If the number of hours flown by A319 reserve pilots on the A321 exceeds Reserve Guarantee for two (2) consecutive months, then an additional A321 bid position will be offered. This provision applies to individual bid statuses. Trip Trade System Replace the Trip Trade with Open Time (TTOT) and Schedule Enhancement Period (SEP) system with a new Trip Trade System (TTS). The TTS shall be developed by the Company, with APA oversight from the TTS Development subcommittee. To a great extent, the new system will be based upon the “proof-of-concept” that was completed in 2011 by the Company with the participation of APA. 60 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 Desired features of the new system to be included in the Requirements Document are: 1) Honor Seniority in turn (as defined in the proof-of-concept, or modified by mutual agreement) 2) Comply with FAR/CBA/Qualification Limitations a) Legalities based upon FAR 117 b) Buffers defined by mutual agreement between the Company and APA, and consistent with buffers defined under PBS 3) Trip Trade System acts as an arbitrage agent to complete the following trades: a) Multiple pilot trades b) Conditional (if then ballot) c) Pick-up, trade or drop with other pilots or open time (subject to Company control of open time) 4) Maintain capability for pilots to execute manual trades (on demand in the crew management system) 5) TTS Ballot a) Updatable at any time 6) Reviewable reporting with transparency 7) Communication a) Variable mediums (email, text messaging, phone) b) Robust (automated phone contact) 8) TTS will run on a schedule mutually agreed to by the Association and the Company. The full development of a new TTS will be phased in order to provide value as quickly as possible and to provide time for integration of ballot functionality with other systems (primarily, PBS and DOTC). 1) Phase 1 will focus on multiple pilot trading on a daily (or more frequent basis) prior to DOTC. This was the focus of the proof-of-concept. Communication requirements should be minimal in this phase. a. Work to begin no later than 2 months after a contract has been signed for PBS b. Development time will be dependent upon the complexity of requirements and the availability of APA resources c. The initial target for implementation is 1Q14 (post-PBS and post-FAR 117 implementation) d. An updated target date will be anticipated at start-of-work + 2 months 61 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 2) Subsequent phases will integrate Phase 1 functionality with processes that control trip-trading much closer to departure time (i.e., DOTC and real-time). Pharmacy and Deductibles June 22, 2012 In a discussion on pharmacy and deductibles on June 21, 2012, the question below was raised, please see below for AA’s response. APA: Question Does the out of pocket expenditure for prescriptions apply to annual deductible? AA: Response For the Standard Option, pharmacy co-insurance is applied toward the out-of-pocket maximums but not the annual deductibles. 62 American Airlines Last, Best and Final Offer to the Allied Pilots Association June 26, 2012 ATTACHMENT J TENTATIVE AGREEMENT Seniority, Certificates/Ratings, Agency Reinstatement Off Schedule Copies of Operating Experience Displacement Qualify in DATE STATUS Additional Additional Additional Section 18.C.1.f. - Temporary Failure to Qualify Probation Pre-Arbitration Parking Personnel Co-Terminal Leaves of Crew Section 21 - Discipline, Grievances, Hearings, Additional Letter I - Satellite Crew Base Commuter System Board of Adjustment Protocol for Upcoming Telephonic 3-Member System Board of Adjustment Physical Letter Q – Accommodation of OAL Jump Seat Jump Seat Letter V - Crew rest Facilities and Sit Supplement L - Drug / Alcohol International On-Duty Deadhead From Supplement Z - Terrorism, Sabotage, Hostage Check Flight Test Moving Expenses: Section 17.D. and Moving Expenses Contractual Additional Additional Additional Additional Additional Withholds from a Bid Calendar Equipment Paycheck Additional FAVORABLE - will include in consensual Agreement. UNFAVORABLE - superceded by Term Sheet. ADDITIONAL COST - will include provided cost is offset. In the event of a conflict between the Tentative Agreements in this document and the Company Term Sheet as amended March 21, 2012, the provisions of the Term Sheet shall apply. 63 AA to APA 3/21/12 5:15pm