Exhibit 10.31
December 8, 2004
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▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Dear ▇▇▇:
This will confirm the following agreement relating to the deferral
of your director's fees in 2005.
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, 2005 through December 31, 2005 , 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 in 2005 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 during the month when you ceased to be a Director of AMR Corporation.
4. In the event of your death, the cash payment contemplated by
paragraph 3 will be made to your named beneficiary under the Director's Term
Life Insurance Policy maintained by the Corporation.
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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12/21/2004
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Date