exhibit 10. 55 amended and restated executive termination benefits agreement this amended and restated executive termination benefits agreement ( this “ agreement ” ), dated as of the 3rd day of february, 2003 is among amr corporation, a delaware corporation, american airlines, inc., a delaware corporation ( collectively the “ company ” ), and gary f. kennedy ( the “ executive ” ). w i t n e s s e t h : whereas, the company considers it essential to the best interests of the company and its stockholders that its management be encouraged to remain with the company and to continue to devote full attention to the company ’ s business in the event an effort is made to obtain control of the company through a tender offer or otherwise ; whereas, the company recognizes that the possibility of a change in control and the uncertainty and questions which it may raise among management may result in the departure or distraction of management personnel to the detriment of the company and its stockholders ; whereas, the company ’ s board of directors ( the “ board ” ) has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the company ’ s management to their assigned duties without distraction in the face of the potentially disturbing circumstances arising from the possibility of a change in control of the company ; whereas, the executive is a key executive of the company ; whereas, the company believes the executive has made valuable contributions to the productivity and profitability of the company ; whereas, should the company receive any proposal from a third person concerning a possible business combination with or acquisition of equity securities of the company, the board believes it imperative that the company and the board be able to rely upon the executive to continue in his position, and that the company be able to receive and rely upon his advice as to the best interests of the company and its stockholders without concern that he might be distracted by the personal uncertainties and risks created by such a proposal ; and whereas, should the company receive any such proposals, in addition to the executive ’ s regular duties, he may be called upon to assist in the assessment of such proposals, advise management and the board as to whether such proposals would be in the best interests of the company and its stockholders, and to take such other actions as the board might determine to be appropriate. now, therefore, to assure the company that it will have the continued undivided attention and services of the executive and the availability of his advice and counsel notwithstanding