Deferral of Director's Fees Agreement

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                                                                  Exhibit 10.14

                                                                December 8, 2004

Mr. Edward A. Brennan

400 North Michigan Avenue

Suite 400

Chicago, IL 60611

Dear Ed:

            This will confirm the following agreement relating to the deferral

of your director's fees in 2005.

            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, 2005 through December 31, 2005, 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. Within 30 days of the date when you cease to be a Director of AMR

Corporat