EXHIBIT 10.42
January 12, 2004
▇▇▇▇▇▇ ▇▇▇▇▇, PhD.
President
University of Pennsylvania
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ 19104
Dear ▇▇▇▇▇▇:
This will confirm the following agreement relating to the deferral of
your director's fees in 2004.
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, 2004 through December 31, 2004, will be deferred and paid to you in
accordance with this letter agreement.
2. Interest will be accrued on the amounts to be paid on a deferred
basis pursuant to paragraph 1 above, from the date such fees would otherwise
have been paid to the date actually paid, at the prime rate which The Chase
Manhattan Bank (National Association) from time to time charges in New York for
90-day loans to responsible commercial borrowers, such interest to be compounded
monthly.
3. The total amount to be paid on a deferred basis plus the aggregate
amount of interest accrued thereon will be paid to you in a lump sum
distribution within 30 days of the date when you cease to be a Director of AMR
Corporation.
4. AMR's obligation to make payments 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 the Trustees under your Revocable
Agreement of Trust, dated September 15, 1997, as amended November 3, 1997,
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ and Trustee.
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,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Corporate Secretary
Accepted and agreed:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇
1/22/2004
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Date