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EXHIBIT 10.15
June 1, 1998
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Dear Ed:
I'm enclosing a copy of the deferral agreement that was signed in 1990
pursuant to which you have been deferring your Board compensation.
Under the current arrangement, your deferral will end on December 31, 1999.
Thereafter, your phantom stock units will be converted to cash and paid to you
in a lump-sum.
As we discussed, the amount you've deferred has, over the years, increased
substantially. And, if you wanted to elect a new distribution date and method
there still remains time to do so.
I've composed the attached letter that serves to: (i) defer all cash
compensation you receive as a member of the AMR Board into phantom stock units
(unless you tell us otherwise); (ii) changes the distribution date to the first
to occur of (a) your retirement from the Board or (b) you otherwise leave the
Board; and (iii) change, if you wish, the distribution from a lump-sum payment
to some other arrangement (e.g., payment over "x" years).
If the letter meets with your approval, please sign (remember to complete
the third paragraph concerning distribution) and send one original to me. The
other is for your file.
Thank you and let me know if you have any questions.
Very truly yours,
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Corporate Secretary
Enclosures
P.S. I'm also enclosing a copy of AMR's 1998 proxy statement.
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June 2, 1998
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Dear Ed:
This letter will confirm the changes we discussed to your deferral
arrangement.
1. You will continue to defer, pursuant to the Directors? Stock
Equivalent Purchase Plan (the "Plan"), all cash compensation paid to
you as a consequence of your service on the Board of Directors of AMR
Corporation and/or American Airlines, Inc. You may discontinue this
deferral at any time upon written notice to AMR.
2. The Deferral Termination Date (see Article 1.04 of the Plan) will be
the first to occur of: (i) your retirement from the Board or (ii) your
departure from the Board for reasons other than retirement.
3. Please indicate below whether you want the payment to be (i) a
lump-sum payment or (ii) made in installments. If you choose a
lump-sum payment, the first and final distribution will be made in
accordance with Article 4.01(B).
If you choose an installment payment, the distribution will be made in
accordance with Articles 4.01(B) and (C).
I ELECT DISTRIBUTION TO BE MADE AS FOLLOWS [INDICATE A LUMP-SUM
PAYMENT OR INSTALLMENT OVER "X" YEARS]:____________________________ .
4. In the event of your death prior to a full distribution of the Stock
Equivalent Units, the distribution will be made in accordance with
Article 4.01(E) in favor of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇.
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Please indicate your agreement to the foregoing by signing below. This
letter will replace in its entirety that dated January 31, 1990. Capitalized
terms will have the meanings set forth in the Plan, a copy of which is attached
hereto.
Very truly yours,
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Corporate Secretary
Agreed:
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