Director Fee Agreement - AMR Corp., American Airlines Inc. and Earl G. Graves
November 29, 2006
Mr. Earl G. Graves
Chairman and CEO
Earl G. Graves Ltd.
130 Fifth Avenue
New York, New York 10011
Dear Earl:
This will confirm the following agreement relating to the deferral of your director's fees in 2007.
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, 2007 through December 31, 2007, 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 the 30th business day after the date when you cease to be a Director of AMR Corporation, the Stock Equivalent Units accrued in 2007 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 ("fair market value") during the month when you ceased to be a Director of AMR Corporation.
4. In the event of your death, 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 Barbara Graves. The payment contemplated by this paragraph 4 will be made on the 30th business day following the date of your death.