EXHIBIT 10.45
January 12, 2004
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Chairman & CEO
The Staubach Company
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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. 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
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
cash payment contemplated by paragraph 3 will be made to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
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:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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1/20/2004
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