February 9, 1996 Mr. Charles T. Fisher, III Renaissance Center Tower 100 Suite 2412 Detroit, Michigan 48243 Dear Chick: This will confirm the following agreement relating to the deferral of, and payment of, your directors' fees: 1. All directors' fees...

   1
                                                                 EXHIBIT 10(uuu)





                                        February 9, 1996





Xx. Xxxxxxx X. Xxxxxx, III
Renaissance Center
Tower 000
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000

Dear Chick:

                 This will confirm the following agreement relating to the
deferral of, and payment of, your directors' fees:

                 1.       All directors' fees and retainers payable to you in
connection with your service on the boards of directors (including committees
of such boards) of AMR Corporation ("AMR") and American Airlines, Inc. for the
period beginning on and after January 1, 1996, and ending upon December 31,
1996, shall be paid to you on a deferred basis as set forth below.

                 2.       Interest shall be accrued on the amounts to be paid
on a deferred basis pursuant to paragraph 1 above, from the date such fees
would otherwise have been paid to the date actually paid, at the prime rate
which The Chase Manhattan Bank (National Association) from time to time charges
in New York for 90-day loans to responsible commercial borrowers, such interest
to be compounded monthly.

                 3.       The total amount to be paid on a deferred basis plus
the aggregate amount of interest accrued thereon and to accrue on the portion
unpaid from time to time shall be paid to you in four installments as follows:

                          a)       on January 1, 2001, 25% of the deferred fees
         and 25% of the interest accrued through December 31 of the immediately
         preceding year;

                          b)       on January 1, 2002, 25% of the deferred fees
         and 25% of the interest accrued through December 31 of the immediately
         preceding year;