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Exhibit 10.29
January 12, 2000
▇▇▇▇▇▇ ▇▇▇▇▇, PhD.
President
University of Pennsylvania
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ 19104
Dear ▇▇▇▇▇▇:
This will confirm the following agreement relating to the
deferral of, and payment of, your directors' fees and retainers in 2000:
1. All directors' 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, 2000 through December 31, 2000, will be deferred and paid to you in
accordance with the following:
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.
3. Upon your retirement from the Board of Directors of AMR all
the Stock Equivalent Units will be converted to cash and paid to you by
multiplying the number of Stock Equivalent Units as of the date of your
retirement by the arithmetic mean of the high and low of AMR stock ("fair market
value") during the calendar month immediately preceding such retirement date.
Such payment will occur within 30 days of your retirement date.
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.
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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,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Corporate Secretary
Accepted and agreed:
▇▇▇▇▇▇ ▇▇▇▇▇
Date