<PAGE>
                                                                 Exhibit 4(d)(2)

                                     ISDA(R)

          International Swaps and Derivatives Association, Inc.

                                    SCHEDULE

                                     to the

                                MASTER AGREEMENT

                         dated as of September 24, 2002

                                     between

CREDIT SUISSE FIRST BOSTON             and     STATE STREET BANK AND TRUST
INTERNATIONAL,                                 COMPANY OF CONNECTICUT,
an unlimited liability company                 NATIONAL ASSOCIATION,
organized under the laws of                    a national banking association,
England and Wales                              in its capacity as
                                               Subordination Agent on behalf
         ("PARTY A")                           of the Trustee under the Pass
                                               Through Trust Agreement dated
                                               as of March 21, 2002 between
                                               State Street Bank and Trust
                                               Company of Connecticut,
                                               National Association, and
                                               American Airlines, Inc., as
                                               supplemented by the Trust
                                               Supplement No. 2002-1G dated as
                                               of September 24, 2002

                                                        ("PARTY B")

                                     PART 1
                             TERMINATION PROVISIONS

(A)   SPECIFIED ENTITY.  None.

(B)   SPECIFIED TRANSACTION.  Specified Transaction will have the
      meaning specified in Section 14.

(C)   EVENTS OF DEFAULT. The "Events of Default" set forth in Section 5(a) will
      not apply to Party B but will apply to Party A (subject to clause (d)
      below).

(D)   CROSS DEFAULT.  The "Cross Default" provision of Section 5(a)(vi)
      will not apply.

(E)   TERMINATION EVENTS.  The "Illegality" provisions of Section
      5(b)(i), the "Tax Event" provisions of Section 5(b)(ii), the "Tax
      Event Upon Merger" provisions of Section 5(b)(iii) and the "Credit
      Event Upon Merger" provisions of Section 5(b)(iv) (as amended
      below) will apply to Party A but will not apply to Party B. Party
      A shall be the sole Affected Party (under Section 5(b)(i), (ii)
      and 5(b)(iv)) and the sole Burdened Party (under Section
      5(b)(iii)) with respect to a Termination Event.
<PAGE>
(F)   CREDIT EVENT UPON MERGER.  The "Credit Event Upon Merger"
      provisions in Section 5(b)(iv) are hereby amended by: (I) deleting
      in the fourth line thereof the words "another entity" and
      replacing them with the words "or reorganizes, incorporates,
      reincorporates, reconstitutes, or reforms into or as, or receives
      all or substantially all of the assets and/or liabilities or
      obligations of, another entity or X, such Credit Support Provider,
      or such Specified Entity, as the case may be, effects a
      recapitalization, liquidating dividend, leveraged buy-out, other
      similar highly-leveraged transaction, or stock buy-back or similar
      call on equity,"; (II) deleting in the fifth line thereof the
      words "the resulting, surviving or transferee" and replacing them
      with the words "X, such Credit Support Provider, or such Specified
      Entity, as the case may be, or any resulting, surviving,
      transferee, reorganized, reconstituted, reformed, or
      recapitalized"; and (III) deleting in the seventh line thereof the
      words "its successor or transferee" and replacing them with the
      words "any resulting, surviving, transferee, reorganized,
      reconstituted, reformed, or recapitalized entity".

(G)   AUTOMATIC EARLY TERMINATION.  The "Automatic Early Termination"
      provision of Section 6(a) will not apply.

(H)   RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.  Sections
      6(b)(ii)-(iv) are deleted in their entirety and replaced by the
      following:

      "(ii) REPLACEMENT ON TERMINATION EVENT. Upon the occurrence of an
      Illegality or Credit Event Upon Merger, Party A shall have the right
      within 20 days of the date of such Termination Event, at its own expense,
      to arrange for one or more Replacement Above-Cap Liquidity Providers to
      enter into and deliver to Party B a Replacement Above-Cap Liquidity
      Facility for such Above-Cap Liquidity Facility. If Party A does not
      arrange for such replacement and if the Above-Cap Liquidity Facility has
      not otherwise been replaced by American Airlines, Inc. (at the expense of
      American Airlines, Inc.) in accordance with the terms of Section
      3.06(c)(ii) of the Intercreditor Agreement, such 20th day (or if such 20th
      day is not a Business Day, the next succeeding Business Day) shall be
      deemed to be an "Early Termination Date" and Party A shall make a
      termination payment to Party B in accordance with Part 1(j) of this
      Schedule. Without limiting the provisions of Part 5(i) of this Schedule,
      upon the occurrence of a Tax Event or a Tax Event Upon Merger, Party A
      shall have the right (but not the obligation) at any time, to (A) at its
      own expense, arrange for one or more Replacement Above-Cap Liquidity
      Providers to enter into and deliver to Party B a Replacement Above-Cap
      Liquidity Facility or (B) designate an Early Termination Date with respect
      to the Transaction evidenced by the Confirmation. For the avoidance of
      doubt, Party B shall have no right to designate an Early Termination Date
      following the occurrence of any Termination Event.

(I)   CALCULATIONS. The "Payment Date" provisions in Section 6(d)(ii)
      are deleted in their entirety and replaced by the following:

      "The Termination Amount calculated as being due in respect of any Early
      Termination Date under Section 6(e) will be payable on such Early
      Termination Date."

(J)   PAYMENTS ON EARLY TERMINATION.  Section 6(e) is deleted in its
      entirety and replaced with the following:

      "Upon the occurrence or designation of an Early Termination Date with
      respect to the Transaction evidenced by the Confirmation, Party A shall
      make a termination payment to Party B


                                       2
<PAGE>
      on the Early Termination Date and in an amount equal to the "Termination
      Amount" for the Early Termination Date for credit to the Class G Above-Cap
      Reserve Account (as provided in Section 3.06(f) of the Intercreditor
      Agreement) to be applied as set forth in said Section 3.06(f) plus all
      Unpaid Amounts due and payable by Party A under the Confirmation on or
      prior to the Early Termination Date and upon such payments the Transaction
      evidenced by the Confirmation shall terminate.

      "Termination Amount" means, for any Early Termination Date, the amount
obtained by solving the following formula for TA:

      TA =  (18.0% per annum - CR) x N x F

      where

      CR =  the Cap Rate designated in the Confirmation

      N =   the Notional Amount for such date

      F =   1.528

      For the avoidance of doubt, the Termination Amount shall not exceed US$
92,486,325.60 at any time."

(K)   TERMINATION CURRENCY.  "Termination Currency" means United States
      Dollars.

(L)   ADDITIONAL TERMINATION EVENT.  Additional Termination Event will
      apply solely as specified in the Confirmation.

(M)   LIMITATIONS ON CONDITIONS PRECEDENT. Notwithstanding Section 2(a), the
      obligation of Party A to make each payment specified in the Confirmation,
      so long as it shall remain in effect, shall not be subject to any
      conditions precedent, and, without limiting the foregoing, Party A agrees
      that it will make each such payment without offset, counterclaim or
      defense.

                                     PART 2
                               TAX REPRESENTATIONS

(A)   PAYER TAX REPRESENTATIONS. For the purpose of Section 3(e), Party A and
      Party B each make the following representation:

      It is not required by any applicable law, as modified by the practice of
      any relevant governmental revenue authority, of any Relevant Jurisdiction
      to make any deduction or withholding for or on account of any Tax from any
      payment (other than interest under Section 2(e) or 6(e)) to be made by it
      to the other party under this Agreement. In making this representation, it
      may rely on:

      (i)   the accuracy of any representation made by the other party
            pursuant to Section 3(f);

      (ii)  the satisfaction of the agreement of the other party contained in
            Section 4(a)(i) or 4(a)(iii) and the accuracy and effectiveness of
            any document provided by the other party pursuant


                                       3
<PAGE>
            to Section 4(a)(i) or 4(a)(iii); and

      (iii) the satisfaction of the agreement of the other party contained in
            Section 4(d);

      provided that it shall not be a breach of this representation where
      reliance is placed on clause (ii), and the other party does not deliver a
      form or document under Section 4(a)(iii) by reason of material prejudice
      to its legal or commercial position.

(B)   PAYEE TAX REPRESENTATIONS. For the purpose of Section 3(f),

      (i)   Party A represents that it is an unlimited liability company formed
            under the laws of England and Wales.

      (ii)  Party B represents that it is a national banking association
            organized under the laws of the United States.

                                     PART 3
                         AGREEMENT TO DELIVER DOCUMENTS

For the purpose of Section 4(a)(ii) of this Agreement, each party agrees to
deliver the following documents, as applicable:

<TABLE>
<CAPTION>
                                                                       COVERED BY
 PARTY REQUIRED TO      FORM/DOCUMENT/        DATE BY WHICH TO BE     SECTION 3(D)
 DELIVER DOCUMENTS        CERTIFICATE              DELIVERED         REPRESENTATION
<S>                 <C>                     <C>                      <C>
Party A             Evidence reasonably     Upon execution of this       Yes
and Party B         satisfactory to the     Agreement and the
                    other party as to the   related Confirmation
                    names, true signatures
                    and authority of the
                    officer or officials
                    signing this Agreement
                    or the Confirmation on
                    its behalf

Party A             A copy of the annual    Upon request, as soon        Yes
                    report for Party A      as publicly available
                    containing audited and
                    certified financial
                    statements for the
                    most recently ended
                    financial year

Party A             Opinions of counsel to  Upon execution of this        No
                    Party A reasonably      Agreement
                    satisfactory in form
                    and substance to Party
                    B with respect to this
                    Agreement

Party B             Certified copies of     Upon execution of this       Yes
                    all documents           Agreement
                    evidencing the
                    necessary corporate
                    authorizations and
                    approvals
</TABLE>


                                       4
<PAGE>
<TABLE>
<S>                 <C>                     <C>                      <C>
                    with respect to the
                    execution, delivery,
                    and performance of
                    derivatives
                    transactions

Party B             Correct, complete and   Upon execution of this   Not applicable
                    executed U.S. Internal  Agreement, upon the
                    Revenue Form W-9 or     appointment of a
                    any successor thereto   successor
                                            Subordination Agent,
                                            and at any time upon
                                            reasonable request by
                                            Party A
</TABLE>

                                     PART 4

                                  MISCELLANEOUS

(A)   ADDRESSES FOR NOTICES.  For the purpose of Section 12(a):

      (i)   (A) Address for notices or communications to Party A (other
                than by facsimile):

                Address:     Credit Suisse First Boston International
                             One Cabot Square
                             London, E14 4QJ
                             England

                Attention:   (a) Head of Credit Risk Management
                             (b) Managing Director - Operations Department, and
                             (c) Managing Director - Legal Department
                Telex:       264521
                Answerback:  CSFBI G

                (For all purposes)

            (B) For the purpose of facsimile notices or communications to Party
                A under this Agreement (other than a notice or communication
                under Section 5 or 6):

                Facsimile:        (44)(20) 7888 2686
                Attention:         Managing Director - Legal Department

                Telephone for oral confirmation of receipt of facsimile in
                legible form:     (44)(20) 7888 2028

                Designated responsible employee for the purpose of
                Section 12(a)(iii): Senior Legal Secretary

      (ii)  Address for notices or communications to Party B:

            Address:    State Street Bank and Trust Company of
                        Connecticut,
                        National Association
                        c/o State Street Bank and Trust Company
                        2 Avenue de Lafayette - 6th Floor


                                       5
<PAGE>
                                     Boston, Massachusetts 02111-1724
                         Attention:  Ms. Alison D.B. Nadeau
                         Telephone:  (617) 662-1704
                         Facsimile:  (617) 662-1458

                         (For all purposes.)

            (B)   OFFICES. The provisions of Section 10(a) will apply to this
                  Agreement.

            (C)   MULTIBRANCH PARTY. For the purpose of Section 10(c):

                  Party A is not a Multibranch Party.
                  Party B is not a Multibranch Party.

            (D)   CALCULATION AGENT. The Calculation Agent is Party A, provided
                  that if Party B disagrees with respect to any calculation or
                  determination, Party A and Party B each will appoint an
                  independent Reference Market-maker, and such two Reference
                  Market-makers jointly will appoint a third Reference
                  Market-maker. Such three Reference Market-makers jointly will
                  make such calculation or determination (acting as experts and
                  not as arbitrators), whose calculation or determination will
                  be binding and conclusive absent manifest error. In addition,
                  if an Event of Default with respect to Party A has occurred
                  and is continuing, Party B may appoint one of the following
                  five entities as Calculation Agent: The Chase Manhattan Bank,
                  UBS A.G., Bank of America, N.A., Deutsche Bank A.G. or
                  Citibank, N.A.

            (E)   CREDIT SUPPORT DOCUMENTS.

                  With respect to Party A: None.

                  With respect to Party B: None.

            (F)   CREDIT SUPPORT PROVIDER.

                  Credit Support Provider means in relation to Party A: None.

                  Credit Support Provider means in relation to Party B: None.

            (G)   GOVERNING LAW. This Agreement and each Confirmation will be
                  governed by and construed in accordance with the laws of the
                  State of New York.

            (H)   NETTING OF PAYMENTS. The Netting provision set forth in
                  Section 2(c) will not apply to any Transaction.

            (I)   AFFILIATE. Affiliate will have the meaning specified in
                  Section 14.

            (J)   COVERED TRANSACTION. The Transaction evidenced by the
                  Confirmation dated the date of this Agreement (Reference
                  Number: 522620007) will constitute the only Transaction and
                  Confirmation supplementing, forming part of, and subject to,
                  this Agreement.


                                       6
<PAGE>
                                     PART 5
                                OTHER PROVISIONS

(A) DEFINITIONS. This Agreement and the Transaction between the parties are
subject to the 2000 ISDA Definitions and Annex to the 2000 ISDA Definitions
(June 2000 Version) as published by the International Swaps and Derivatives
Association, Inc. (collectively, the "Definitions"), and will be governed in all
relevant respects by the provisions set forth in the Definitions, without regard
to any amendment to the Definitions subsequent to the date hereof. The
provisions of the Definitions are incorporated by reference in and shall be
deemed a part of this Agreement, except that references in the Definitions to a
"Swap Transaction" shall be deemed references to a "Transaction" for purposes of
this Agreement. In the event of any inconsistency between the provisions of this
Agreement and the Definitions, this Agreement will prevail. "Intercreditor
Agreement" as used in this Agreement shall mean the Intercreditor Agreement
dated as of September 24, 2002 among State Street Bank and Trust Company of
Connecticut, National Association, as Trustee under the American Airlines Pass
Through Trust 2002-1G, American Airlines Pass Through Trust 2002-1C, and
American Airlines Pass Through Trust 2002-1D, WestLB AG, New York Branch, as
Class G and Class C Primary Liquidity Provider, Party A as Class G Above-Cap
Liquidity Provider, Party B as Subordination Agent, and MBIA Insurance
Corporation as Policy Provider. Capitalized terms used and not defined herein,
the Confirmation, or the Definitions shall have the meanings set forth in the
Intercreditor Agreement, as amended or modified from time to time in accordance
with the terms thereof.

(B) NO RELIANCE. Party A and Party B each represent to the other that it is
entering into this Agreement and will enter into each Transaction in reliance
upon such tax, accounting, regulatory, legal, and financial advice as it deems
necessary and not upon any view expressed by the other.

(C) WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES ITS RESPECTIVE RIGHT TO JURY
TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER, OR IN CONNECTION WITH, THIS
AGREEMENT OR THE TRANSACTION.

(D) NON-PETITION. Party A agrees that it will not, prior to the date that is one
year and one day following the final payment of the Certificates (as defined in
the Intercreditor Agreement), acquiesce, petition or otherwise invoke or cause,
or join in invoking or causing, Party B or any other person or entity to invoke
the process of any governmental authority for the purpose of commencing or
sustaining a case (whether voluntary or involuntary) against Party B under any
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of Party B
or any substantial part of its property or ordering the winding-up or
liquidation of the affairs of Party B.

(E) WAIVER OF RIGHT OF SET-OFF. Notwithstanding any provision of this Agreement,
the Confirmation or any other existing or future agreement between the parties
hereto, each party irrevocably waives any and all rights it may have to set-off,
net, recoup or otherwise withhold or suspend or condition payment or performance
of any obligation between the two parties hereunder against any obligations
between the two parties, whether arising under any agreement, applicable law or
otherwise.

(F) AMENDMENTS. This Agreement is hereby further amended as follows:

      (1)   Section 2(b) is hereby amended by the insertion of the following at
            the end thereof after the word "change": "provided that if such new
            account shall not be in the same jurisdiction having the same power
            to tax as the original account, the party not changing


                                       7
<PAGE>
            its account shall not be obliged to pay any greater amounts and
            shall not receive less as a result of such change than would have
            been the case if such change had not taken place."

      (2)   Section 2(d) is amended by adding thereto a new final sentence
            reading as follows: "Anything in this Section 2(d) to the contrary
            notwithstanding, Party B shall not be obligated to make any payment
            under this Section 2(d) to Party A".

      (3)   Section 7 is amended by (A) deleting the "and" at the end of Section
            7(a); (B) replacing the period at the end of Section 7(b) with a
            semi-colon; (C) adding the following as Section 7(c): "Party A may
            transfer all of its rights and obligations under this Agreement in
            accordance with Part 5(i)(2) of the Schedule to this Agreement;
            and"; (D) adding the following as Section 7(d): "any successor to
            the Subordination Agent appointed in accordance with Section 7.01(b)
            of the Intercreditor Agreement shall automatically become Party B to
            this Agreement."; and (E) adding a new penultimate sentence to
            Section 7 as follows: "Except as otherwise provided in Part 5(i)(2)
            of the Schedule to this Agreement and Section 7.01(b) of the
            Intercreditor Agreement, any purported transfer under this Section 7
            shall require Ratings Confirmation".

      (4)   Section 9(b) is amended by adding thereto a new sentence reading as
            follows: "In addition, no amendment, modification or waiver in
            respect of this Agreement will be effective unless Ratings
            Confirmation is received."

(G) LIMITATION OF LIABILITY. The obligations of Party B under this Agreement,
and in respect of the Transaction evidenced by the Confirmation, are expressly
limited to the extent of funds, if any, made available for such payment to Party
B under, and in accordance with, the priorities of payments set forth in
Sections 2.04(b), 3.02, 3.03 and 3.06 of the Intercreditor Agreement. No
recourse under any obligation, covenant or agreement of Party B contained in
this Agreement or the Confirmation shall be had against any incorporator,
stockholder, agent, affiliate, officer, employee or trustee of Party B, as such,
by the enforcement of any assessment or by any legal or equitable proceeding, by
virtue of any statute or otherwise; it being expressly agreed and understood
that the agreements of Party B contained in this Agreement or the Confirmation
are solely trust obligations of Party B and that no personal liability
whatsoever shall attach to or be incurred by the incorporators, stockholders,
agents, affiliates, officers, employees or trustees of Party B, as such, or any
of them, under or by reason of any of the obligations, covenants or agreements
of Party B contained in this Agreement or the Confirmation and that any and all
personal liability of every such incorporator, stockholder, agent, affiliate,
officer, employee or trustee of Party B for breaches by Party B of any such
obligation, covenant or agreement, which liability may arise either at common
law or at equity, by statute or constitution, or otherwise, is hereby expressly
waived as a condition of and in consideration for the execution of this
Agreement; provided, however, that nothing in this paragraph shall relieve any
of the foregoing persons from any liability which any such person may otherwise
have for his/her or its gross negligence or willful misconduct or, with respect
to the handling or transfer of funds, ordinary negligence.

(H) ELIGIBLE CONTRACT PARTICIPANT. Each party represents to the other that it is
an "eligible contract participant" as defined in Section 1a(12) of the Commodity
Exchange Act of 1922 (7 U.S. Code Section 1 et seq.) as amended ("CEA"). This
Agreement and the Transaction hereunder are subject to individual negotiation by
the parties. Neither this Agreement nor the Transaction hereunder has been
executed or traded on a "trading facility" as defined in Section 1a(33) of the
CEA.

(I) INDEMNIFIABLE TAX.


                                       8
<PAGE>
(1)   The definition of "Indemnifiable Tax" in Section 14 is deleted in its
      entirety and replaced with the following:

      "INDEMNIFIABLE TAX" means any Tax imposed by a Relevant Jurisdiction with
      respect to Party A other than a Tax that would not be imposed in respect
      of a payment under this Agreement but for a present or former connection
      between the jurisdiction of the government or taxation authority imposing
      such Tax and State Street Bank and Trust Company of Connecticut, National
      Association acting in its individual capacity (including, without
      limitation, a connection arising from State Street Bank and Trust Company
      of Connecticut, National Association acting in its individual capacity
      being or having been a citizen or resident of such jurisdiction, or being
      or having been organized, present or engaged in a trade or business in
      such jurisdiction, or having had a permanent establishment or fixed place
      of business in such jurisdiction, but excluding a connection arising
      solely from State Street Bank and Trust Company of Connecticut, National
      Association acting in its capacity as Subordination Agent on behalf of the
      Trustee having executed, delivered, performed its obligations or received
      a payment under, or enforced, this Agreement or a Credit Support
      Document)."

(2)   Notwithstanding any provision to the contrary contained herein, if Party A
      is required to pay additional amounts pursuant to Section 2(d)(i)(4) of
      this Agreement in respect of an Indemnifiable Tax, Party A may (at its own
      expense):

      (a)   Transfer all of its rights and obligations under this Agreement to
            another Office or an "Approved Affiliate" if on the date of such
            transfer, such Approved Affiliate meets the Threshold Rating, which
            transfer will require neither a prior Ratings Confirmation nor
            consent by any party to the Operative Agreements. Party A agrees to
            provide written notice to Party B, American, the Policy Provider,
            and the Rating Agencies of any such transfer within five Business
            Days after such transfer and to promptly deliver to the Rating
            Agencies all relevant documentation with respect to such transfer.
            "Approved Affiliate" means Credit Suisse First Boston; or

      (b)   Transfer all of its rights and obligations under this Agreement to
            another Affiliate of Party A that is not an Approved Affiliate,
            which transfer will require a prior Ratings Confirmation but will
            not require consent by any party to the Operative Agreements; or

      (c)   Transfer all of its rights and obligations under this Agreement to
            any other person, which transfer will require a prior Ratings
            Confirmation and consent by the Policy Provider (which consent by
            the Policy Provider shall not be unreasonably withheld or delayed)
            or arrange for one or more Replacement Above-Cap Liquidity Providers
            to enter into and deliver to Party B a Replacement Above-Cap
            Liquidity Facility;

      provided that, in the case of any of clause (a), (b) or (c) above, both
      Party A and the transferee are dealers in notional principal contracts as
      defined in U.S. Treasury Regulation Section 1.446-3(c)(4)(iii).


                                       9
<PAGE>
IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.

                                    CREDIT SUISSE FIRST BOSTON INTERNATIONAL

                                    By:    /s/ Priscilla Morales
                                           ------------------------------

                                    Name:  Priscilla Morales
                                           ------------------------------

                                    Title: Authorized Signatory
                                           ------------------------------

                                    Date:  September 24, 2002
                                           ------------------------------



                                    By:    /s/ Steven Reis
                                           ------------------------------

                                    Name:  Steven Reis
                                           ------------------------------

                                    Title: Authorized Signatory
                                           ------------------------------

                                    Date:  September 24, 2002
                                           ------------------------------

                                    STATE STREET BANK AND TRUST COMPANY OF
                                    CONNECTICUT, NATIONAL ASSOCIATION in its
                                    capacity as Subordination Agent on behalf of
                                    the Trustee under the Class G Trust
                                    Agreement.

                                    By:    /s/ Alison D.B. Nadeau
                                           ------------------------------

                                    Name:  Alison D.B. Nadeau
                                           ------------------------------

                                    Title: Vice President
                                           ------------------------------

                                    Date:  September 24, 2002
                                           ------------------------------


                                       10