exv10w73



 





Exhibit 10.73




AmericanAirlines



Note: The presence of brackets indicates that the item being addressed within
the brackets is no longer in effect.




	 	 	 
	THOMAS J. KIERNAN

SENIOR VICE PRESIDENT

	 	November 11, 1999







Human Resources




Will Ris




Dear Will:



The letter agreement dated May 29, 1996 detailed your compensation and benefits
arrangements at American Airlines (collectively “AMR”, “American” or the
“Company”) during the term of your initial three-year employment contract. We
wish to extend the term of your employment. This letter sets forth the terms
under which your employment will continue.



Compensation



Your base salary will continue to be reviewed on an annual basis at the same
time we review other senior officer’s salaries. [You will also be eligible for
an annual cash award under the terms of our Incentive Compensation Plan which
currently pays awards based on the Company’s cash flow return on gross assets
(CFROGA) and its relative performance measured against our competitors. Your
target incentive award will be 60% of base salary. Your actual award will be
adjusted for Company and individual performance.]



Subject to approval by the Compensation Committee of AMR’s Board of Directors,
you will continue to be eligible to receive stock awards annually at the same
time other senior officers receive their annual stock awards. Vesting and
payout provisions will follow the terms of the individual contracts and the
Company’s Long Term Incentive Plan (“LTIP”).



Benefits



You will continue to be offered medical, dental, short and long term
disability, and life insurance through the Company’s flexible benefits program,
which provides a set amount of benefit pay annually. Following your retirement,
the Company will provide health benefits to you, your spouse and your
dependents in accordance with our standard benefit program for retirees [,
which is subject to prefunding provisions]. In the case of your disability, the
Company will continue coverage for two years, then COBRA coverage may be
purchased for an additional 36 months. In the case of your death, the Company
will continue coverage for three months, then COBRA coverage may be purchased
for an additional 33 months.




P.O. Box 619616, Dallas/Fort Worth Airport, Texas 75261-9616




 









 





Will Ris, September 17, 1999, page 2



You will continue to participate in the Company’s Retirement Benefit Plan (RBP)
and the Supplemental Executive Retirement Plan (SERP). We will continue to
provide you with double credit for each year of service as an employee of AMR
for the purposes of all compensation and benefits based on longevity.



Severance



In the event that the Company terminates your employment without cause, you
would be eligible for a severance payment equal to one year’s salary [and
target incentive award]. Stock awards would be treated according to the terms
set forth in the individual stock contracts and in the Company’s LTIP. For
purposes of this letter, “cause” has the meaning set forth in the Company’s
LTIP.



Travel



You will continue to be provided with unlimited positive space personal travel
privileges for you, your spouse and your dependent children on American
Airlines and American Eagle at modest service charges. Company policy provides
the continuation of these benefits following your retirement, death after
retirement, and death prior to retirement with at least ten years of service.
Pursuant to your request for double credit for each year of service, you will
be eligible for post retirement and post-death personal travel privileges with
only five years of service.



Officer Perquisites



You will continue to participate in the senior officer [car and financial
planning] programs for so long as such benefits are provided to other senior
officers. In addition, the Company will continue to pay your [country club and]
dining club dues, as well as to provide you with an Admirals Club membership.



Subject to our Board of Director’s approval, we will continue to allow you to
participate on the Board of Directors for one for-profit and as many
not-for-profit organizations as are in the Company’s interests. However,
independent speaking and writing engagements will not be permitted during your
employment with the Company.




[Remainder of page left blank]




P.O. Box 619616, Dallas/Fort Worth Airport, Texas 75261-9616




 









 





Will Ris, September 17, 1999, page 3



We are glad to have you! Please indicate your concurrence with these terms by
signing a copy of this letter in the space provided below.


	 	 	 	 	 
	 	Sincerely,

 	 
	 	/s/ Thomas J. Kiernan
 	 
	 	 	 
	 	 	 
	 




Concur: /s/ Will K. Ris       Date: