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                                        Exhibit 10.3






                                        January 14, 2002

Mr. Joe M. Rodgers
Chairman
The JMR Group
P. O. Box 158838
Nashville, Tennessee 37215-8838

Dear Joe:

           This will confirm the following agreement relating  to
the deferral of your director's fees in 2002.

            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,
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,  2003,  the  Stock
Equivalent  Units accrued 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 during November 2002.

           4.   AMR's obligation to make the payment pursuant  to
paragraph 3 hereof will not be released or modified by reason  of
your  death.   In  such event, the cash payment  contemplated  by
paragraph 3 will be made to your estate.







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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:





Joe M. Rodgers



Date