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Exhibit 10.6
December 18, 2001
Mr. Armando M. Codina
Chairman
Codina Group, Inc.
355 Alhambra Circle, Suite 900
Coral Gables, FL 33134
Dear Armando:
This will confirm the following agreement relating to
the deferral of, and payment of, your directors' fees in 2002:
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, 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, 2010, all the Stock
Equivalent Units will be converted to cash and paid to you by
multiplying the number of Stock Equivalent Units as of December
31, 2009, by the arithmetic mean of the high and low of AMR stock
("fair market value") during December 2009.
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 Margarita Codina.
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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,
Charles D. MarLett
Corporate Secretary
Accepted and agreed:
Armando M. Codina
Date