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Exhibit 10.3
January 14, 2002
▇▇. ▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman
The JMR Group
P. O. Box 158838
Nashville, Tennessee 37215-8838
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. On or before January 31, 2003, 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 November 2002.
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 your estate.
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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