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                                        Exhibit 10.4





                                        December 18, 2001


Judith Rodin, PhD.
President
University of Pennsylvania
100 College Hall
Philadelphia, PA   19104

Dear Judith:

          This  will confirm the following agreement relating  to
the deferral of your directors' fees and retainers 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.    Upon  your retirement from the Board of Directors
of  AMR  the Stock Equivalent Units accrued pursuant to the  Plan
will  be  converted  to cash and paid to you by  multiplying  the
number  of  Stock  Equivalent  Units  as  of  the  date  of  your
retirement  by  the arithmetic mean of the high and  low  of  AMR
stock ("fair market value") during the calendar month immediately
preceding  such retirement date.  Such payment will occur  within
30 days of your retirement date.

          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 the Trustees  under
your  Revocable Agreement of Trust, dated September 15, 1997,  as
amended November 3, 1997, Judith Rodin Settlor and Trustee.



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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:





Judith Rodin




Date