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Exhibit 10.5
December 18, 2001
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Managing Director
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▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇▇▇:
This will confirm the following agreement relating to
the deferral of your director's fees in 2002.
1. All director's fees and retainers ("Fees")
payable to you in connection with your service on the boards of
directors (including committees of such boards) of AMR
Corporation and American Airlines, Inc. for the period January 1,
2002 through December 31, 2002, will be deferred and paid to you
in accordance with this letter agreement.
2. Fees will be converted to Stock Equivalent Units
in accordance with the Directors' Stock Equivalent Purchase Plan,
a copy of which is attached hereto as Exhibit A (the "Plan").
3. Within 30 days of the date when you cease to be a
Director of AMR Corporation, the Stock Equivalent Units accrued
pursuant to the Plan will be converted to cash and paid to you by
multiplying the number of such Stock Equivalent Units by the
arithmetic mean of the high and the low of AMR stock ("fair
market value") during the month when you ceased to be a Director
of AMR Corporation.
4. AMR's obligation to make the payment pursuant to
paragraph 3 hereof will not be released or modified by reason of
your death. In such event, the number of Stock Equivalent Units
as of your date of death will be multiplied by the fair market
value of AMR stock during the calendar month immediately
preceding your death, and the amount paid to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
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If the foregoing is satisfactory to you, please
indicate by signing one of the originals (two are enclosed) and
returning it to me.
Very truly yours,
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Corporate Secretary
Accepted and agreed:
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Date
