Exhibit 10





                         TRUST AGREEMENT
                              UNDER
            SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM
             FOR OFFICERS OF AMERICAN AIRLINES, INC.
           PARTICIPATING IN THE $UPER $AVER PLUS PLAN



                   Adopted September 15, 2005





                        TABLE OF CONTENTS



ARTICLE I - DEFINITIONS                                                   2
 Section 1.1.  Account                                                    2
 Section 1.2.  Actuary                                                    2
 Section 1.3.  Beneficiary                                                2
 Section 1.4.  Code                                                       2
 Section 1.5.  Committee                                                  2
 Section 1.6.  Corporation                                                2
 Section 1.7.  Expense Account                                            2
 Section 1.8.  Fund                                                       2
 Section 1.9.  Investment Manager                                         2
 Section 1.10. Participant                                                3
 Section 1.11. Plan                                                       3
 Section 1.12. $uper $aver Plus Plan                                      3
 Section 1.13. Supplemental $uper $aver Plus Plan                         3
 Section 1.14. Trust                                                      3
 Section 1.15. Trustee                                                    3
 Section 1.16. Valuation Date                                             3

ARTICLE II - CREATION, PURPOSE AND ADMINISTRATION OF THE TRUST            3
 Section 2.1.  Purpose of the Trust; Separate Trust                       3
 Section 2.2.  Administration of the Trust                                4
 Section 2.3.  Irrevocable; Not Subject to Creditor Claims                4
 Section 2.4.  Secured Interest; Separate Account                         4

ARTICLE III - ACCOUNTS                                                    4
 Section 3.1.  Fund and Accounts                                          4
 Section 3.2.  Written Certifications Provided by Corporation to the
               Trustee                                                    5
 Section 3.3.  Benefits Payable                                           5
 Section 3.4.  Account Adjustment                                         5
 Section 3.5.  Maintenance of Accounts                                    6
 Section 3.6.  Taxability of Trust and the Participants                   6
 Section 3.7.  Accumulation/Distribution of Trust Income                  7
 Section 3.8.  Contributions by the Corporation for Income Taxes          7

ARTICLE IV - CONTRIBUTIONS, CERTIFICATIONS AND DISTRIBUTIONS              7
 Section 4.1.  Contributions to the Trust                                 7
 Section 4.2.  Provision of Benefits is Binding Obligation of Corporation 7
 Section 4.3.  Provision of Reports and Written Certifications by the
               Corporation to the Trustee                                 7
 Section 4.4.  Distributions to Participants                              8

ARTICLE V - ACTUARY                                                       8
 Section 5.1.  Determination of Corporation's Fund Contributions by
               Actuary                                                    8
 Section 5.2.  Resignation/Removal of Actuary                             8

ARTICLE VI - INVESTMENTS AND POWERS OF THE TRUSTEE                        9
 Section 6.1.  Fund Held in Trust                                         9
 Section 6.2.  Types of Investments                                       9
 Section 6.3.  Powers and Authority of Trustee                           10
 Section 6.4.  Investment of Fund by Investment Manager                  12
 Section 6.5.  Making Benefit Payments Upon Retirement or Employment
               Termination                                               13
 Section 6.6.  Deposit of Contributions by Trustee                       13
 Section 6.7.  Dealings with the Trustee                                 13
 Section 6.8.  Use of Fund Assets to Pay Trust Expenses                  14

ARTICLE VII - DUTIES OF THE TRUSTEE                                      14
 Section 7.1.  General Duties of the Trustee                             14
 Section 7.2.  Valuation of Fund                                         14
 Section 7.3.  Reports and Records                                       14
 Section 7.4.  No Duty to Advance Funds or to Administer the
               Supplemental $uper $aver Plus Plan                        16
 Section 7.5.  Resignation/Removal of Trustee                            16

ARTICLE VIII - COMPENSATION, IMMUNITIES AND INDEMNITY OF THE TRUSTEE     17
 Section 8.1.  Trustee Compensation and Expenses                         17
 Section 8.2.  Expense Account                                           17
 Section 8.3.  Immunities                                                17
 Section 8.4.  Indemnity of the Trustee                                  18
 Section 8.5.  Determination of Interests in the Fund, Enforcement of
               Trust and Legal Proceedings                               19

ARTICLE IX - AMENDMENT AND TERMINATION OF THE TRUST                      19
 Section 9.1.  Amendment of Agreement                                    19
 Section 9.2.  Termination of Agreement                                  19

ARTICLE X - THE COMMITTEE                                                20
 Section 10.1. Membership and Actions of the Committee                   20
 Section 10.2. Committee Compensation and Expenses                       20
 Section 10.3. Indemnity of Committee                                    21

ARTICLE XI - MISCELLANEOUS                                               21
 Section 11.1. Governing Law                                             21
 Section 11.2. No Effect on Employment                                   21
 Section 11.3. Successors                                                21
 Section 11.4. Severability                                              22
 Section 11.5. Incorporation of Plan as Part of Agreement                22
 Section 11.6. Execution in Counterparts                                 22
 Section 11.7. Effect of Divisions and Captions                          22
 Section 11.8. Gender and Number                                         22






                         TRUST AGREEMENT
                              UNDER
            SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM
             FOR OFFICERS OF AMERICAN AIRLINES, INC.
           PARTICIPATING IN THE $UPER $AVER PLUS PLAN


     THIS  AGREEMENT (the "Agreement") is made and  entered  into
effective  as of the 15th day of September, 2005 (the  "Effective
Date"),   by   and   between   AMERICAN   AIRLINES,   INC.   (the
"Corporation"),  a corporation organized and existing  under  the
laws  of  the  State  of  Delaware, and WACHOVIA  BANK,  NATIONAL
ASSOCIATION (the "Trustee"), a national association organized and
existing under the laws of the United States, and the individuals
constituting the Committee described in Section 10.1 hereof  (the
"Committee").


                            RECITALS

     WHEREAS,  in  January 1985, the Board of  Directors  of  AMR
Corporation  established  the Supplemental  Executive  Retirement
Program  for Officers of American Airlines, Inc., as subsequently
amended  (the  "Plan"),  a copy of which is  attached  hereto  as
Exhibit A and made a part of this Agreement for all purposes,  in
part,  for  the  purpose  of paying under the  Plan  supplemental
retirement  benefits to certain officers of the  Corporation  who
are  participants (the "Participants") in AMR Corporation's $uper
$aver Plus Plan, a copy of which is attached hereto as Exhibit  B
and  made  a  part  of  this Agreement  for  all  purposes  (such
supplemental  benefit scheme under the Plan  to  be  referred  to
herein as the "Supplemental $uper $aver Plus Plan"); and

     WHEREAS, the Supplemental $uper $aver Plus Plan has not been
funded to date for the benefit of the Participants; and

     WHEREAS,  the Corporation seeks to establish an  irrevocable
trust  to  fund  retirement benefits of the Participants  of  the
Supplemental $uper $aver Plus Plan; and

       WHEREAS,  the  Corporation  desires  the  Trustee  to   be
responsible for the protection and conservation of the assets  of
the   Trust,  and  the  Trustee  is  willing  to  undertake  such
responsibility  under  the  terms of  the  Agreement;  thus,  the
Corporation will deliver assets to the Trustee to hold  in  trust
for  the purpose of accumulating funds to pay benefits under  the
Supplemental  $uper  $aver  Plus Plan  as  they  become  due  and
payable; and

     WHEREAS,  the  Corporation desires for the Committee  to  be
responsible  for  the  administration  of  the  Trust,  and   the
individuals identified in Schedule B have agreed to serve as  the
Committee responsible for the administration of the Trust and are
willing  to  undertake  the  responsibility  and  duties  of  the
Committee pursuant to the terms of the Agreement; and

     WHEREAS, the Corporation intends the Trust to operate  as  a
secular  trust  for  Federal  income tax  purposes,  whereby  the
Participants  will be subject to current taxation  on  the  funds
held in the Trust; and

                               1





     WHEREAS,  the  trust established by this  Agreement  is  not
intended to be a "grantor trust" pursuant to Sections 671 through
679  of  the  Internal  Revenue Code of  1986,  as  amended  (the
"Code"),  but  is  intended  to be a taxable  trust  pursuant  to
Sections 641 et seq. of the Code.

     NOW,  THEREFORE,  in consideration of the  mutual  covenants
contained  herein, the Corporation, the Trustee and the Committee
hereby agree as follows.


                            ARTICLE I
                           DEFINITIONS

     Each word or phrase used herein which is in quotations shall
have  the meaning set forth in this Article I, unless a different
meaning is clearly required by context.

     Section   1.1.    Account.   "Account"  means  the  separate
account established and maintained under the Fund with respect to
each  Participant to provide a source of funds for  the  benefits
payable  by  the Corporation to, or with respect  to,  each  such
Participant under the Supplemental $uper $aver Plus Plan.

     Section  1.2.    Actuary.  "Actuary" means the  then  acting
actuary  or  firm  of  actuaries employed by the  Corporation  to
advise  the Corporation with respect to contributions to be  made
under  the  Supplemental  $uper $aver  Plus  Plan.   The  initial
Actuary  shall  be  Towers, Perrin, Forster &  Crosby,  Inc.  and
Subsidiaries.

     Section   1.3.    Beneficiary.   "Beneficiary"   holds   the
identical definition of the term as defined in the Plan.

     Section 1.4.   Code.  "Code" means the Internal Revenue Code
of 1986, as amended.

     Section   1.5.     Committee.      "Committee"   means   the
committee  of  persons to whom the Corporation has delegated  the
responsibility of the Trust's administration.

     Section  1.6.    Corporation.  "Corporation" means  American
Airlines,  Inc.  and any successor thereto, or  to  the  business
thereof, by whatever form or manner resulting.

     Section  1.7.   Expense Account.  "Expense Account" means  a
separate  account  of the Fund whereby the Corporation  may  make
contributions  to  be  utilized  by  the  Trustee  to   pay   the
compensation, fees and expenses of the Trustee and the  Committee
and other expenses of the Trust.

     Section  1.8.    Fund.  "Fund" means the money and  property
held by the Trustee under this Agreement.

     Section  1.9.    Investment Manager.   "Investment  Manager"
means the then acting manager of all or any of the assets of  the
Fund  that  is appointed by the Committee to exercise  investment
responsibility with respect to all or such portion of the Fund as
determined by the Committee.

                                 2





     Section   1.10.    Participant.    "Participant"   means   a
"Participant"  in  the  Plan as defined in  the  Plan  who  is  a
participant of the $uper $aver Plus Plan, and thus, a participant
of  the Supplemental $uper $aver Plus Plan as referred to herein.
Attached  hereto  as Schedule A is a list of  the  names  of  the
Participants of the Supplemental $uper $aver Plus Plan as of  the
Effective  Date of this Agreement.  The Corporation  will  revise
the list from time to time to reflect changes in the identity  of
the Participants of the Supplemental $uper $aver Plus Plan.

     Section   1.11.    Plan.   "Plan"  means  the   Supplemental
Executive  Retirement Program for Officers of American  Airlines,
Inc.  originally effective January 1, 1985, and as  amended  from
time  to  time, including certain retirement benefits  heretofore
authorized and which may hereafter be authorized to be payable to
certain employees of the Corporation.

      Section  1.12.  $uper $aver Plus Plan.  "$uper  $aver  Plus
Plan"  means  the  plan referred to as "$uper Saver  Plus"  under
$uper $aver, A 401(k) Capital Accumulation Plan for Employees  of
Participating AMR Corporation Subsidiaries, originally  effective
July 1, 1988, and as amended from time to time.

       Section   1.13.   Supplemental  $uper  $aver  Plus   Plan.
"Supplemental  $uper $aver Plus Plan" means  the  benefit  scheme
under  the  Plan  whereby supplemental benefits are  afforded  to
officers  of  the Corporation who are participants of  the  $uper
$aver Plus Plan.

         Section  1.14.  Trust.  "Trust" means the trust provided
   for under this Agreement.

      Section  1.15.  Trustee.  "Trustee" means the  then  acting
trustee  of  the  Trust.  The initial trustee  of  the  Trust  is
Wachovia Bank, National Association.

      Section 1.16.  Valuation Date.  "Valuation Date" means  (i)
the  last business day of each calendar quarter; (ii) in the case
of  a  Participant  who  retires or  whose  employment  with  the
Corporation  is terminated for any reason, the last business  day
of  the  calendar month coincident with or immediately  preceding
the  date of such retirement or termination; and (iii) each other
date  or dates specified by the Committee to the Trustee for  the
valuation of the Fund and adjustment of Accounts.


                           ARTICLE II
                      CREATION, PURPOSE AND
                   ADMINISTRATION OF THE TRUST

     Section  2.1.   Purpose of the Trust; Separate Trust.   This
Trust  is  established by the Corporation, the  Trustee  and  the
Committee  for the purpose of accumulating funds to pay  benefits
under the Supplemental $uper $aver Plus Plan.  Payments from  the
Fund to Participants or their Beneficiaries shall be in discharge
of   the   Corporation's  liability  under  the  terms   of   the
Supplemental  $uper  $aver  Plus Plan  under  the  Plan  to  such
Participants to the extent such benefits are paid from the  Fund.
The Corporation intends that each Account established pursuant to
Article  III be treated as a separate trust designed to  satisfy,
in  whole  or  in  part, the Corporation's  liability  under  the
Supplemental  $uper  $aver  Plus Plan  to  the  Participant  with
respect to whose benefit such Account is maintained.

                                   3






    Section  2.2.     Administration of the Trust.  The Committee
shall  be solely responsible for the administration of the Trust.
The  Committee  shall, upon request of the Trustee,  furnish  the
Trustee  with  such  reasonable information as  is  necessary  or
appropriate  for  the  Trustee to carry out its  responsibilities
under  this Agreement, and the Trustee shall be entitled to  rely
conclusively on the information received from the Committee.  The
Corporation  shall be responsible for the administration  of  the
Supplemental $uper $aver Plus Plan.  The Corporation shall,  upon
request  of either the Committee or the Trustee, furnish each  of
the Committee and the Trustee with such reasonable information as
each  of  the  Committee or the Trustee shall deem  necessary  or
appropriate  to carry out the intent and purposes of  the  Trust,
and  each  of the Committee and the Trustee shall be entitled  to
rely   conclusively   on  the  information  received   from   the
Corporation,  unless, in the case of the Trustee,  the  Committee
has  informed  the  Trustee  in  writing  not  to  rely  on  such
information.

    Section 2.3.     Irrevocable; Not Subject to Creditor Claims.
Subject to the provisions of Section 9.2 hereof, this Trust shall
be  irrevocable.  In addition, the Fund shall not be  subject  to
the claims of the creditors of the Corporation in a bankruptcy or
other insolvency proceeding under Federal or state law, but shall
be  maintained for the exclusive purpose of providing benefits to
Participants under the Supplemental $uper $aver Plus Plan.

    Section  2.4.      Secured Interest; Separate Account.   Each
Participant  shall  have  a  secured  interest  in  the   Account
maintained in the Fund with respect to the benefits payable under
the  Supplemental  $uper  $aver Plus  Plan.   Each  Participant's
Account  will  be  maintained as a separate  account  within  the
meaning of Section 404(a)(5) of the Code.  The Corporation agrees
that during the existence of the Trust, the Corporation shall not
permit or cause, or amend this Agreement to permit or cause,  the
Fund,  or any part hereof, to be used for or diverted to purposes
other  than the payment of benefits under the Supplemental  $uper
$aver Plus Plan to Participants and their Beneficiaries.


                           ARTICLE III
                            ACCOUNTS

     Section 3.1.   Fund and Accounts.

          (a)   The  Fund under this Trust shall consist of  such
     sums  of  money or other property (and the earnings thereon)
     as  shall  from  time to time be paid or  delivered  to  the
     Trustee  and  held  by  it pursuant to  the  terms  of  this
     Agreement.   Simultaneously  with  the  execution  of   this
     Agreement,   the  Corporation  shall  deposit  TWENTY   NINE
     THOUSAND  FIVE  HUNDRED SIXTY SIX DOLLARS  ($29,566),  which
     shall become the initial principal of the Fund.

                                   4






          (b)   At  the  time  the Corporation makes  an  initial
     contribution to the Trust with respect to the benefits of  a
     Participant, it shall notify the Trustee of such fact and an
     Account  shall be established by the Trustee under the  Fund
     with   respect  to  such  Participant  and  the  amount   so
     contributed or directed to be allocated shall be credited to
     such  Account.  Any subsequent contributions  to  the  Trust
     with  respect to the benefits of such Participant also shall
     be  credited to such Account.  The Corporation shall provide
     the   Trustee  with  such  information  or  reports  as  are
     necessary  to credit contributions to the Account maintained
     with  respect to each Participant in accordance with Section
     4.3 hereof.

     Section   3.2.     Written   Certifications   Provided    by
Corporation  to  the Trustee.  Subject to this Section  3.2,  the
Trustee  shall have responsibility for the maintenance of Account
records,  including, without limitation, the  responsibility  for
making  determinations regarding the adjustment of such  Accounts
under  Section  3.4  hereof.  The Corporation shall  provide  the
Trustee from time to time, but not less frequently than annually,
with  written  certifications  pursuant  to  Section  4.3  hereof
concerning  the  amount  and form of  benefits  payable  to  each
Participant under the Supplemental $uper $aver Plus Plan and  the
time or times when such benefits shall become payable.  Each such
certification shall state that it is made in accordance with  the
terms  of the Supplemental $uper $aver Plus Plan under the  Plan,
is  binding  on the Trustee, and may not be modified, amended  or
rescinded  in  any  manner whatsoever,  except  by  a  subsequent
certification which complies with the requirements of Section 4.3
hereof.  The Trustee shall not be bound by, and shall ignore, any
such certification which does not comply with the requirements of
Section   4.3  hereof.   The  Trustee  shall  make  payments   to
Participants  and Beneficiaries strictly in accordance  with  the
terms  of Section 4.4 hereof and shall have no responsibility  or
duty  to  evaluate  such  certifications or  other  reports  with
respect  to their validity, accuracy or completeness or  to  make
any  inquiry regarding the data or information contained therein.
If  the  Corporation  does  not  provide  the  Trustee  with  the
information  necessary to establish an Account pursuant  to  this
Section 3.2 and Section 4.3 hereof, the Trustee shall deposit any
contributions for which it has not received information into  the
Expense  Account,  and  shall maintain the contributions  in  the
Expense Account until it has received such information.

     Section  3.3.    Benefits  Payable.  Any  benefits  becoming
payable  under  the  Supplemental $uper  $aver  Plus  Plan  to  a
Participant  or  Beneficiary shall be  paid  from  the  Fund  and
charged  against  the  Account maintained  with  respect  to  the
benefits of such Participant.  No payment shall be made from  the
Fund  to or with respect to a Participant to the extent that such
payment  would exceed the balance then remaining in  the  Account
maintained with respect to such Participant.

     Section  3.4.    Account Adjustment.  As of  each  Valuation
Date, and based upon the results of its valuation of the Fund  as
of  such Valuation Date, the Trustee shall adjust each Account to
reflect  the  realized and unrealized gains and  losses  and  the
income  and  expenses of the Fund on an accrual basis  since  the
preceding Valuation Date.  Such adjustments shall be made on  the
basis  of the relative balance in each Account immediately  after
the  adjustment made as of the preceding Valuation Date,  reduced
by  any  benefits charged thereto under Section 3.3 hereof  since
such  preceding Valuation Date, and increased by any contribution
made  to  the  Fund under Sections 3.8 and 4.1 hereof  since  the
preceding  Valuation Date.  As of any date other than a Valuation
Date,  the  balance of any Account shall be the balance  of  such
Account  as  of  the  preceding Valuation Date,  reduced  by  any
benefit  payments charged thereto under Section 3.3 hereof  since
the  preceding  Valuation Date and increased by any contributions
credited  thereto  under Sections 3.8 and 4.1  hereof  since  the
preceding Valuation Date.

                                    5






     Section  3.5.    Maintenance of Accounts.  Once established,
an  Account  shall be maintained with respect to the benefits  of
each   Participant   until   it  has  been   liquidated   through
distribution to the Participant, or a Beneficiary thereof.

     Section 3.6.   Taxability of the Trust and the Participants.

          (a)   It  is  intended that the Trust not constitute  a
     "grantor trust" under Sections 671 through 679 of the  Code,
     and, notwithstanding any provision of this Agreement to  the
     contrary,  the  Corporation, as the grantor  of  the  Trust,
     shall  not possess any power under this Agreement that would
     cause  the  Trust to constitute a "grantor  trust."   It  is
     intended  that the Trust constitute a taxable  entity  under
     Sections 641 et. seq. of the Code.  Accordingly, the Trustee
     acknowledges  and  agrees that the Corporation  is  not  the
     owner   of  the  Trust  for  Federal  income  tax  purposes.
     Notwithstanding  any  provision of  this  Agreement  to  the
     contrary, none of the powers granted to the Trustee shall be
     construed  to enable the Corporation, the Trustee or  anyone
     else,  to buy, exchange or otherwise deal with the Fund  for
     less  than  adequate  and  full consideration  in  money  or
     money's worth, or to enable the Corporation, the Trustee  or
     any  entity in which the Corporation, the Trustee, or  both,
     have  a  substantial  interest, to  borrow  from  the  Fund,
     directly   or  indirectly,  without  adequate  interest   or
     security; no one but the Trustee (or the Investment Manager)
     may vote or direct the vote of any corporate shares or other
     securities  of the Trust, or control the Trust's investments
     or  reinvestments  by substituting other property  of  equal
     value; the Trustee is not required to surrender Trust assets
     upon  being  tendered substitute assets, regardless  of  the
     relative values of the assets involved.

                (b)  The Trust is a funded trust and, as such, it
     is  intended  that each Participant in respect  of  whom  an
     Account  is  maintained be taxed in accordance with  Section
     402(b)  of  the  Code.  Consequently, contributions  to  the
     Trust   by   the  Corporation  shall  be  taxable   to   the
     Participants  in  accordance with Section 402(b)(1)  of  the
     Code.   (The  Corporation shall take  a  deduction  for  the
     amount  of  such  contributions, for United  States  federal
     income tax purposes, in accordance with Section 404(a)(5) of
     the  Code.)   Except as is necessary to satisfy the  Trust's
     obligation upon a distribution to withhold taxes and to  pay
     over   such  withheld  amounts  to  the  appropriate  taxing
     authorities,  the  Trust shall not have  any  obligation  or
     liability  for  the payment of any income, estate,  gift  or
     employment taxes payable by a Participant or Beneficiary, or
     the estate of a Participant or Beneficiary, with respect  to
     benefits  payable  under the Supplemental $uper  $aver  Plus
     Plan.   The  Trustee  shall have the sole responsibility  to
     file any tax returns, reports or other information as may be
     required  by  any Federal, state, local or other  taxing  or
     governmental authority with respect to the Trust, its income
     and    distributions   and   withholding   therefrom.    The
     Corporation  shall be liable for the payment  of  employment
     taxes  due  as  a  result  of  contributions  made  by   the
     Corporation  on behalf of a Participant (and the  filing  of
     any  tax  returns, reports or other information as  required
     with respect to such payments).

                                     6






     Section  3.7.    Accumulation/Distribution of Trust  Income.
All  of  the  income  and gain derived from  the  Fund  shall  be
accumulated  and  allocated to the Accounts of  the  Participants
pursuant  to  Section  3.4 hereof; provided,  however,  that  the
Committee  shall  have  the  right,  in  its  sole  and  absolute
discretion,  to  instruct the Trustee  to  distribute  all  or  a
portion of such income and gain from the Participants' respective
Accounts to the Participants.

     Section  3.8.   Contributions by the Corporation for  Income
Taxes.   If  the  income and gain derived by  the  Trust  in  any
taxable year is subject to United States Federal, state or  local
income  tax  (e.g.,  because the Committee  has  elected  not  to
distribute such income and gain to the Participants) the  Trustee
shall  pay  such income taxes from the Fund except to the  extent
that the Corporation contributes to the Trust an amount to enable
the  Trustee to pay such income taxes.  To the extent such  taxes
are  paid from the Fund, the Accounts shall be reduced on a  pro-
rata basis.


                           ARTICLE IV
         CONTRIBUTIONS, CERTIFICATIONS AND DISTRIBUTIONS

      Section 4.1.   Contributions to the Trust.  The Corporation
may make such contributions to the Trust as it shall determine in
its  sole  and  absolute  discretion, are  necessary  to  provide
benefits  to the Participants under the Supplemental $uper  $aver
Plus  Plan and for the Trust to pay any income taxes due  on  its
income   and   gain   (as  provided  in  Section   3.8   hereof).
Notwithstanding  anything to the contrary  contained  herein,  no
person,  including, without limitation, the Trustee, the Actuary,
any   Participant  or  former  Participant,  or  any  Beneficiary
thereof, shall have the right to require the Corporation to  make
any  contribution  to the Trust or to question  the  accuracy  or
correctness of any amounts so contributed.

     Section  4.2.   Provision of Benefits is Binding  Obligation
of  Corporation.  Except to the extent that benefits to  which  a
Participant,  or the Beneficiary thereof, is entitled  under  the
Supplemental  $uper $aver Plus Plan are actually  paid  from  the
Fund,  nothing  contained  in this Agreement  shall  relieve  the
Corporation of its obligations under the Supplemental $uper $aver
Plus Plan to or with respect to such Participant.

                                     7






     Section    4.3.     Provision   of   Reports   and   Written
Certifications   by  the  Corporation  to   the   Trustee.    The
Corporation  shall maintain, and furnish the Trustee  with,  such
reports, documents, and information as shall be required  by  the
Trustee  to  carry  out  its obligations  under  this  Agreement,
including, without limitation, written reports setting forth  the
identity   of   Participants  with  respect  to  whose   benefits
contributions  are  made  to the Trust and  the  amount  of  such
contributions,   and   the   written   certifications   regarding
Participants' benefits described below.  At or about the time  an
Account  is  established  with  respect  to  the  benefits  of  a
Participant,  the Corporation shall furnish the  Trustee  with  a
written   certification  which  includes  the   amount   of   the
Participant's  benefits,  the time or  times  as  of  which  such
benefits shall become payable, the present value of such benefits
as  of  a  specific date or dates, any conditions which  must  be
satisfied in order for the Participant to become entitled to such
benefits,  and the identity of the Participant's Beneficiary  and
the specific conditions under which benefits shall become payable
to  such Beneficiary.  Such certifications may be revised by  the
Corporation at any time, and from time to time, to reflect, among
other   things,  entitlement  of  the  Participant  to  increased
benefits  or  an  earlier time of payment under the  Supplemental
$uper  $aver  Plus  Plan  and to reflect changes  in  Beneficiary
designations  by  the  Participant.  No  certification  shall  be
revised,  nor  shall the Trustee be bound by or  honor  any  such
revision, to decrease the benefits of a Participant or to  impose
additional  or  more  stringent  conditions  with  respect  to  a
Participant's eligibility for benefits.  The Trustee  shall  rely
on   the   most  recent  reports,  documents,  information,   and
certifications  furnished to it by the Corporation  which  comply
with the preceding sentence.

     Section 4.4.   Distributions to Participants.  At such  time
as  a Participant, or the Beneficiary thereof, is entitled to the
receipt of benefits from the Supplemental $uper $aver Plus  Plan,
he  or  she  shall  be  entitled  to  receive  from  the  Account
maintained with respect to such Participant the amount in cash or
property,  as  the case may be, to which he or  she  is  entitled
under  the terms of the Supplemental $uper $aver Plus Plan taking
into  account  any  prior distributions made to  the  Participant
under  the Supplemental $uper $aver Plus Plan.  The Trustee  also
shall  make  payments  from  the  Fund  to  each  Participant  or
Beneficiary  entitled thereto under the Supplemental $uper  $aver
Plus  Plan  in  accordance with Section 3.7 hereof  upon  written
direction  from  the Committee.  All distributions  made  by  the
Trust  shall  be in accordance with the most recent certification
filed with the Trustee pursuant to and in compliance with Section
4.3  hereof promptly upon receipt of written direction  from  the
Corporation  or  upon  receipt  of  evidence  submitted  by   the
Participant satisfactory to the Trustee that the Participant  has
retired   or  otherwise  terminated  his  employment   with   the
Corporation, voluntarily or otherwise.  The Trustee shall not  be
required to engage in its own independent investigation regarding
any  such payment, but shall provide the Corporation with written
confirmation of the fact and amount of such payment after  it  is
made.


                            ARTICLE V
                             ACTUARY

     Section   5.1.     Determination   of   Corporation's   Fund
Contributions by Actuary.  The Actuary shall calculate from  time
to  time the amount of the contributions that it estimates should
be  made  to  the  Fund by the Corporation  for  the  purpose  to
accumulate funds to provide benefits under the Supplemental $uper
$aver Plus Plan; provided, however that, pursuant to Section  4.1
hereof,  the Corporation may determine, in its sole and  absolute
discretion,  whether, and to what extent, the  Corporation  shall
make contributions to the Fund.

      Section 5.2.   Resignation/Removal of Actuary.  The Actuary
may  resign  at  any  time  by  delivery  of  written  notice  of
resignation  to  the  Corporation.  Such resignation  shall  take
effect   as  of  a  future  date  specified  in  the  notice   of
resignation, which date shall not be earlier than the date ninety
(90)  days  after the day on which the notice is  received.   The
Actuary may be removed by the Corporation at any time by delivery
of  written notice of such removal to the Actuary.  Such  removal
shall take effect as of a future date specified in the notice  of
removal, which date shall not be earlier than the date sixty (60)
days  after  the  day on which the notice is  received,  or  such
earlier  date  as  may  be  agreed to  by  the  Actuary  and  the
Corporation.  Notwithstanding the foregoing, in no event will any
such  resignation  or  removal  be effective  until  a  successor
Actuary  has  been  appointed upon such resignation  or  removal.
Upon  the Corporation's receipt of notice of such resignation  or
removal,  the Corporation shall appoint a successor  Actuary,  by
written instrument, to serve commencing on the effective date  of
the  former Actuary's resignation or removal.  If a successor  is
not appointed by the Corporation within sixty (60) days after the
issuance  of notice of the Actuary's resignation or removal,  the
Committee shall appoint the successor Actuary.

                                  8






                           ARTICLE VI
              INVESTMENTS AND POWERS OF THE TRUSTEE

     Section  6.1.   Fund Held in Trust.  The Fund shall be  held
in  trust by the Trustee.  The sole responsibilities, powers  and
duties  of  the Trustee with respect to the Trust  and  the  Fund
shall be as set forth in this Agreement.  The Trustee shall be  a
directed  trustee  only,  with  no  discretionary  authority   or
responsibility,  with respect to the Fund except  to  the  extent
that  it has discretion within investment guidelines provided  to
it in writing by the Committee.

     Section 6.2.   Types of Investments.

          (a)   Except  as  otherwise  provided  in  Section  6.4
     hereof, the Trustee shall invest and reinvest the assets  of
     the Trust, without distinction between principal and income,
     pursuant  to  investment guidelines delivered  to  it  in  a
     manner  which  has  the primary purpose of  preservation  of
     principal and liquidity of the Fund and, secondarily, to the
     extent  consistent with the goal to preserve  principal  and
     liquidity  of  the Fund, which maximizes the income  of  the
     Fund.   The  Trustee is expressly authorized to  invest  the
     Fund,  or  any  portion  thereof,  in  any  property,  real,
     personal  or  mixed, wherever situated, and whether  or  not
     productive  of  income  or  consisting  of  wasting  assets,
     including, without limitation, common and preferred  stocks,
     mutual   funds,   bonds,   notes,   debentures,   securities
     convertible   into   common  stock,  leaseholds,   mortgages
     (including,  without  limitation,  any  collective  or  part
     interest  in  any bond and mortgage or note  and  mortgage),
     interest bearing accounts and certificates of deposit,  oil,
     mineral  or gas properties, royalties, interests  or  rights
     (including  equipment pertaining thereto),  equipment  trust
     certificates,  investment trust certificates,  savings  bank
     deposits, and commercial paper, provided that the assets  of
     the Trust shall at no time be invested in the equity or debt
     securities,   whether   secured   or   unsecured,   of   the
     Corporation,  its  affiliates or its  trades  or  businesses
     except  to the extent such security may be held in a  mutual
     fund.  Pending such investment and reinvestment, the Trustee
     may  temporarily  invest  and reinvest  the  funds,  at  its
     discretion,  in any marketable short and medium  term  fixed
     income securities, United States Treasury Bills, other short
     and  medium  term government obligations, commercial  paper,
     other money market instruments and part interests in any one
     or  more  of the foregoing or money market mutual funds,  or
     may  maintain  cash balances consistent with  the  liquidity
     needs of the Trust as determined by the Trustee.

                                     9






          (b)   The  Trustee  shall,  at  the  direction  of  the
     Committee, purchase life insurance and/or annuity  contracts
     providing  flexible funding or similar vehicles or  for  the
     investment  of assets in separate accounts invested  in  any
     securities   and  other  property  including  real   estate,
     regardless  of  whether or not the insurance  carrier  shall
     have  assumed any contractual or other liability as  to  the
     benefits  to  be provided thereunder, the value thereof,  or
     the  return  therefrom.  Such life insurance and/or  annuity
     contracts  shall be considered investments of the Trust  and
     all  rights,  privileges,  options and  elections  contained
     therein  shall  vest in the Trustee but shall be  exercised,
     assigned  or  otherwise  disposed  of  as  directed  by  the
     Committee.   The insurance carrier under any  such  contract
     shall  have  full  responsibility  for  the  management  and
     control of the assets held thereunder.

     Section 6.3.   Powers and Authority of Trustee.  In addition
to the powers elsewhere conferred upon the Trustee under this
Agreement and subject to Sections 6.2 and 6.4 hereof, the Trustee
shall be authorized and empowered, in its discretion, to exercise
any and all of the following rights, powers and privileges with
respect to any cash, securities or other properties held by the
Trustee in trust hereunder, acting in accordance with written
instructions received from the Committee:

          (a)   To  sell any such property at such time and  upon
     such  terms and conditions as the Trustee deems appropriate.
     Such sales may be public or private, for cash or credit, and
     may be made without notice or advertisement of any kind.

          (b)   To  exchange, mortgage, pledge or lease any  such
     property  and  to convey, transfer or dispose  of  any  such
     property  on such terms and conditions as the Trustee  deems
     appropriate.

          (c)   To grant options for the sale, transfer, exchange
     or disposal of any such property.

          (d)   To  exercise all voting rights pertaining to  any
     securities; to consent to or request any action on the  part
     of the issuer of any such securities; and to give general or
     special proxies or powers of attorney with or without  power
     of substitution.

          (e)   To  consent  to or participate in  amalgamations,
     reorganizations, recapitalizations, consolidations, mergers,
     liquidations  or similar transactions with  respect  to  any
     securities,  and to accept and to hold any other  securities
     issued in connection therewith.

          (f)   To exercise any subscription rights or conversion
     privileges with respect to any securities held in the Fund.

                                     10







          (g)  To collect and receive any and all money and other
     property  of  whatsoever  kind or nature  due  or  owing  or
     belonging  to  the  Fund  and to  give  full  discharge  and
     acquittance therefor; and to extend the time of  payment  of
     any  obligation at any time owing to the Fund,  as  long  as
     such  extension is for a reasonable period and continues  to
     bear reasonable interest.

          (h)   To cause any securities or other property  to  be
     registered in, or transferred to, the individual name of the
     Trustee  or  in the name of one or more of its nominees,  or
     one  or  more  nominees of any system  for  the  centralized
     handling  of  securities, or it may retain them unregistered
     and  in form permitting transferability by delivery, but the
     books and records of the Trust shall at all times show  that
     all such investments are a part of the Fund.

          (i)   To  organize  under  the  laws  of  any  state  a
     corporation  for the purpose of acquiring and holding  title
     to  any  property which the Trustee is authorized to acquire
     under  this  Agreement and to exercise with respect  thereto
     any or all of the powers set forth in this Agreement.

          (j)   To  manage,  operate, repair,  improve,  develop,
     preserve, mortgage or lease for any period any real property
     or  any  oil, mineral or gas properties, royalties, interest
     or  rights  held by it directly or through any  corporation,
     either  alone or by joining with others, using  other  Trust
     assets  for any of such purposes; to modify, extend,  renew,
     waive  or  otherwise adjust any or all of the provisions  of
     any  such  mortgage  or  lease; and to  make  provision  for
     amortization  of  the investment in or depreciation  of  the
     value of such property.

          (k)   To  settle, compromise, or submit to  arbitration
     any  claims,  debts or damages due or owing to or  from  the
     Trust;  to  commence  or defend suits or  legal  proceedings
     whenever,  in  its  judgment,  any  interest  of  the  Trust
     requires  it;  and to represent the Trust in  all  suits  or
     legal  proceedings in any court of law or equity  or  before
     any  other  body  or  tribunal, insofar  as  such  suits  or
     proceedings relate to any property forming part of the  Fund
     or to the administration of the Fund.

          (l)   To  borrow  money from itself or others  for  the
     purposes of the Trust.

          (m)   To purchase, hold and sell interests or units  of
     participation  in  any  collective  or  common  trust   fund
     established  by the Trustee, including any such funds  which
     may be established in the future.

          (n)  Generally to do all acts, whether or not expressly
     authorized  which the Trustee deems necessary or appropriate
     to  perform  its  duties and discharge its  responsibilities
     under this Agreement.

                                     11






          (o)   To  retain the services of outside legal  counsel
     and/or other professionals as may be necessary to assist  it
     in  connection with the administration of the  Trust  and/or
     management  or conservation of the Fund's assets,  including
     defending  the  Trust  from  attack,  claims  or  litigation
     regarding its assets.

          (p)  To pay expenses of the Trust that are incurred  in
     connection  with the administration of the Trust and/or  the
     management of the Fund's assets.

     Section 6.4.   Investment of Fund by Investment Manager.

          (a)   Appointment of Investment Manager.  The Committee
     may  appoint one or more Investment Managers, which  may  be
     the  Trustee  or  an  affiliate of the  Trustee,  to  manage
     (including the power to acquire and dispose of) all  or  any
     of   the  assets  of  the  Fund.   In  the  event  of   such
     appointment,  the Committee shall establish the  portion  of
     the  assets  of  the  Fund  that shall  be  subject  to  the
     management  of any such Investment Manager and shall  notify
     the  Trustee in writing of such appointment and  the  assets
     subject  to the Investment Manager's discretion.   If  there
     shall  be  more than one Investment Manager, the portion  of
     the  Fund  to  be  invested by each such Investment  Manager
     shall  be  held  in a separate account and  the  powers  and
     authority  of each such Investment Manager shall be  divided
     as  set  forth in the instruments appointing such Investment
     Managers.   To  the  maximum extent permitted  by  law,  the
     Trustee  shall be protected in assuming that the appointment
     of  an  Investment  Manager remains in effect  until  it  is
     otherwise  notified  by  the  Committee  in  writing.   With
     respect  to the assets over which an Investment Manager  has
     investment  responsibility,  the  Investment  Manager  shall
     possess  all  of  the investment powers and responsibilities
     granted  to  the Committee hereunder, and the Trustee  shall
     invest and reinvest such assets pursuant to the direction of
     the  Investment Manager.  Notwithstanding the foregoing,  to
     the  extent  so  provided  in  the  document  by  which  the
     Investment  Manager accepts its appointment,  the  Committee
     may:

               (i)   Direct  the Investment Manager that  certain
          investments or types of investments shall  be  made  or
          liquidated;

               (ii)  Direct  the Investment Manager that  certain
          investments or types of investments not be made; and

               (iii)      Require  that  the  Investment  Manager
          obtain  approval from the Committee prior to  acquiring
          or disposing of all or any assets under its control.

          (b)   Successor Investment Manager.  The Committee  may
     terminate  its appointment of an Investment Manager  at  any
     time  and  shall  in  writing notify  the  Trustee  of  such
     termination,   and  may  thereafter  appoint   a   successor
     Investment  Manager in the same manner as provided  in  this
     Section  6.4.   Such  successor  Investment  Manager   shall
     thereafter,  until its appointment shall be  terminated,  be
     deemed to be an Investment Manager for all purposes of  this
     Agreement.   In the event that a Committee does  not  exist,
     the  Trustee shall terminate any Investment Manager that  is
     not  an  affiliate  of  the Trustee  and  shall  immediately
     appoint  its affiliate, Evergreen Investments, as Investment
     Manager.

                                     12






          (c)   Affect  of Appointment of Investment  Manager  on
     Trustee.   So long as an Investment Manager (other than  the
     Trustee  or one of its affiliates) is serving as  such,  the
     Trustee  shall be under no duty or obligation to review  the
     assets  comprising any portion of the Fund  managed  by  the
     Investment Manager, to make any recommendations with respect
     to  the  investment or reinvestment thereof, or to determine
     whether  any direction received from any Investment  Manager
     is  proper  or  within  the terms of this  Agreement  or  to
     monitor  the  activities  of any  Investment  Manager.   The
     Trustee  shall  have no liability or responsibility  to  the
     Corporation,  the  Committee or  any  persons  claiming  any
     interest  in  the  Fund for acting without question  on  the
     direction  of, or for failing to act in the absence  of  any
     direction  from,  the  Committee or any  Investment  Manager
     unless  the Trustee participated knowingly in, or  knowingly
     undertook to conceal, an act or omission of the Committee or
     of  any  Investment Manager constituting  a  breach  of  its
     duties  hereunder, knowing such act or omission was a breach
     of  such  duties; provided, however, that the Trustee  shall
     not  be deemed to have "participated" in a breach (i) by the
     Committee  or to have "knowledge" of any such  breach  as  a
     result of accepting any property contributed to the Trust in
     the  Corporation's discretion or retaining such property  as
     an investment for the Fund at the Committee's direction; and
     (ii)  by  the  Committee or any Investment Manager  for  the
     purposes  of  this undertaking solely as  a  result  of  the
     performance  by  the Trustee or its officers,  employees  or
     agents   of   any   custodial,  reporting,  recording,   and
     bookkeeping functions with respect to any assets of the Fund
     managed by any Investment Manager, or with respect to  which
     the  Trustee has received directions from the Committee,  or
     solely   as   a  result  of  settling  purchase   and   sale
     transactions  entered  into or directed  by  any  Investment
     Manager or the Committee, or to have "knowledge" of any such
     breach solely as a result of the information received by the
     Trustee  or its officers, employees or agents in the  normal
     course  in  performing  such  functions,  or  settling  such
     transactions.   If  the Trustee has actual  knowledge  of  a
     breach committed by an Investment Manager, it shall promptly
     notify  the  Committee in writing thereof, and the  Trustee,
     except as required by applicable law, shall thereafter  have
     no responsibility to remedy such breach.

     Section  6.5.    Making Benefit Payments Upon Retirement  or
Employment Termination.  Upon receipt of (i) direction  from  the
Corporation consistent with certifications theretofore  delivered
to  the  Trustee pursuant to Section 4.3 hereof or (ii)  evidence
submitted by a Participant satisfactory to the Trustee  that  the
Participant  has retired or otherwise terminated  his  employment
with  the  Corporation, the Trustee shall promptly  make  benefit
payments  by  its  check,  mailed to the  payee  at  the  address
furnished  to  the  Trustee in accordance with  the  most  recent
certifications theretofore furnished to the Trustee with  respect
to  the Participant.  Taxes withheld from benefit payments  shall
be  paid  by  the Trustee to the appropriate taxing  authorities.
All  returns,  records and forms required to be  filed  with  the
Federal, state and local taxing authorities or delivered to  each
Participant  and Beneficiary shall be the sole responsibility  of
the  Trustee.   All  income taxes required to  be  paid  by  each
Participant  (and  any returns, records and forms  required  with
respect  to such taxes) shall be the sole responsibility of  such
Participant.

                                  13






     Section  6.6.    Deposit of Contributions by  Trustee.   The
Trustee shall accept for deposit in the Fund all contributions in
cash  made  by  the  Corporation under this Agreement  and  shall
promptly acknowledge receipt of same.  The Trustee shall have  no
responsibility  to  determine  or to  question  the  accuracy  or
correctness of any amounts so contributed.

      Section 6.7.   Dealings with the Trustee.  Persons  dealing
with  the  Trustee shall be under no obligation  to  see  to  the
proper application of any money paid or property delivered to the
Trustee  or  to inquire into the Trustee's authority  as  to  any
transaction.

     Section 6.8.   Use of Fund Assets to Pay Trust Expenses.  If
the  amount  in the Expense Account is insufficient  to  pay  the
expenses of the Trust, the Trustee may, in its discretion  or  at
the  discretion of the Committee, use assets of the  Fund  (other
than  those deposited in the Expense Account) to pay the expenses
of  the  Trust, including, without limitation, any (i)  legal  or
other  professional  expenses incurred  in  connection  with  the
management, protection or conservation of the assets of the  Fund
and (ii) insurance premiums that may be incurred with respect  to
any  fiduciary  liability insurance that may be obtained  by  the
Trust  to cover potential claims for indemnification that may  be
made by members of the Committee pursuant to Section 10.3 hereof.


                           ARTICLE VII
                      DUTIES OF THE TRUSTEE

     Section 7.1.   General Duties of the Trustee.

                (a)   It  shall  be the duty of  the  Trustee  to
     protect  and conserve all property received by it  hereunder
     which,  together  with the income and  gains  therefrom  and
     additions  thereto, shall constitute the Fund.  The  Trustee
     shall  manage,  invest and reinvest the  Fund,  collect  the
     income  thereof, and make payments therefrom, all as  herein
     provided.

          (b)   The  Trustee shall discharge its duties with  the
     care, skill, prudence, and diligence under the circumstances
     then prevailing that a prudent man acting in a like capacity
     and  familiar with such matters would use in the conduct  of
     an  enterprise of a like character and with like aims,  and,
     in  accordance with the documents and instruments  governing
     the Supplemental $uper $aver Plus Plan and the Trust.

     Section  7.2.   Valuation of Fund.  The Trustee shall  value
the  Fund as of each Valuation Date at current fair market  value
and  shall report the results of such valuation to the Committee.
The Trustee shall value the assets of the Trust at market and  on
such  other basis or bases (including, without limitation,  cost)
as  the Committee shall reasonably request.  The market value  of
the  assets  shall be equal to the market value of the securities
and  other assets in the Fund, plus cash, interest, dividends and
other sums received and accrued but not yet invested.  The market
value  of  the securities and other assets in the Fund  shall  be
based  on  such  market quotations and other information  as  are
available  to the Trustee and as may in the Trustee's  discretion
be appropriate.

                                 14





     Section 7.3.   Reports and Records.  The Trustee shall:

          (a)    Keep  accurate  and  detailed  accounts  of  all
     investments,  receipts, disbursements and other transactions
     in  the  Fund  as  it shall deem necessary and  proper  with
     respect  to  its  administration of the  Trust,  and  permit
     inspection of such accounts, records and assets of the Trust
     by  any  duly  authorized representative of the Corporation,
     the  members  of  the  Committee or the Participants  during
     regular business hours.

          (b)  Within sixty (60) days (or such shorter period  of
     time  as the Corporation shall reasonably request) following
     the  close  of  the  accounting  year,  and  at  such  other
     intervals  as  are  mutually agreed to by the  Trustee,  the
     Corporation and the Committee, the Trustee shall  file  with
     the  Corporation, the Committee and, unless the  Corporation
     otherwise  directs  in writing, the Participants  a  written
     account  with  respect to the transactions effected  by  the
     Trustee  during such accounting year or other  period.   The
     Corporation and the Committee shall file written objections,
     if  any, with respect to the propriety of the Trustee's acts
     and  transactions shown in such account within a  period  of
     ninety  (90)  days from the date of filing  such  annual  or
     other account.  If within ninety (90) days after the receipt
     of the account or any amended account the Corporation or the
     Committee has not signed and returned a counterpart  to  the
     Trustee,  nor filed with the Trustee notice of any objection
     to  any  act  or transaction of the Trustee, the account  or
     amended  account shall become an account settled as  between
     the  Trustee  and the Corporation and/or the Committee.   If
     any  objection has been filed, and if the Corporation and/or
     the  Committee are satisfied that it should be withdrawn  or
     if  the  account  is  adjusted to  their  satisfaction,  the
     Corporation and/or the Committee shall in writing filed with
     the  Trustee signify their approval of the account, and  the
     account  shall  become  an account settled  as  between  the
     Trustee and the Corporation and the Committee.

          When  an  account  becomes  an  account  settled,  such
     account  shall be finally settled, and the Trustee shall  be
     completely  discharged and released, as if such account  had
     been  settled and allowed by a judgment or decree of a court
     of  competent  jurisdiction in an action  or  proceeding  in
     which  the Trustee, the Corporation, the Committee  and  all
     persons having or claiming to have any interest in the  Fund
     or  under  the  Supplemental  $uper  $aver  Plus  Plan  were
     parties.

          The  Trustee,  the Corporation or the  Committee  shall
     have  the right to apply at any time to a court of competent
     jurisdiction for judicial settlement of any account  of  the
     Trustee not previously settled as hereinabove provided.   In
     any  such action or proceeding it shall be necessary to join
     as  parties  only  the  Trustee,  the  Corporation  and  the
     Committee (although the Trustee may also join other  parties
     as it deems appropriate), and any judgment or decree entered
     therein shall be conclusive.

          (c)   Make such periodic reports to the Corporation and
     the  Committee as may be mutually agreed to by the  Trustee,
     the Corporation and the Committee, as applicable.

                                     15






          (d)   Prepare and timely file such tax returns and such
     other  reports and documents, together with supporting  data
     and  schedules,  as may be required of the Trustee  by  law,
     with any taxing authority or any other government authority,
     whether local, state or Federal.

          (e)   Provide the Participants with copies of all  such
     reports, returns, filing and documents required by law,  and
     provide the Corporation each year with any necessary reports
     or  documents  in  sufficient time for  the  Corporation  to
     finalize the preparation and issuance of Form W-2's  to  the
     Participants on or before January 31 of the respective year.

     Section 7.4.   No Duty to Advance Funds or to Administer the
Supplemental  $uper $aver Plus Plan.  The Trustee shall  have  no
obligation to advance its own funds for the purpose of fulfilling
its responsibilities under this Agreement, and its obligation  to
incur  expenses shall at all times be limited to amounts  in  the
Trust  available to be applied toward such expenses.  The Trustee
shall  not  be  responsible in any respect for administering  the
Supplemental $uper $aver Plus Plan.

     Section  7.5.   Resignation/Removal of Trustee.  The Trustee
may  resign  at  any  time  by  delivery  of  written  notice  of
resignation to the Committee.  Such resignation shall take effect
as of a future date specified in the notice of resignation, which
date  shall  not be earlier than the date ninety (90) days  after
the day on which the notice is received, or such earlier date  as
may  be agreed to by the Trustee and the Committee.  In addition,
the  Trustee  may  be removed by the Committee  at  any  time  by
delivery of written notice of such removal to the Trustee.   Such
removal  shall take effect as of a future date specified  in  the
notice of removal, which date shall not be earlier than the  date
sixty (60) days after the day on which the notice is received, or
such  earlier  date as may be agreed to by the  Trustee  and  the
Committee.

     Upon  the  Committee's receipt of notice of such resignation
or  removal, the Committee shall appoint a successor  Trustee  by
written instrument, to serve commencing on the effective date  of
the  former Trustee's resignation or removal.  If a successor  is
not  appointed by the Committee within sixty (60) days after  the
issuance  of notice of the Trustee's resignation or removal,  the
Trustee  may apply to a court of competent jurisdiction  for  the
appointment of his or its successor.  All expenses of the Trustee
in  connection  with  the  proceeding  shall  be  allowed  as  an
administration expense of the Trust.  The Trustee shall  continue
to  serve  until  a  successor accepts  the  Trust  and  receives
delivery  of  the  Fund.  The appointment of a successor  Trustee
shall  be  effective when accepted in writing by the new Trustee.
Upon  the successor Trustee's acceptance of appointment and after
the  final  account of the former Trustee has been  settled,  the
former  Trustee  shall  transfer and deliver  the  Fund  to  such
successor.   The  former  Trustee shall exercise  any  instrument
necessary  or  reasonably  required  by  the  Committee  or   the
successor Trustee to evidence the transfer.  Moreover, the former
Trustee  shall deliver to the successor Trustee the originals  of
all reports, records, documents, and other written information in
its  possession regarding the Supplemental $uper $aver Plus Plan,
the  Fund, and the Participants and shall deliver copies  thereof
to  the Committee and to a person designated by a majority of the
persons  who are Participants (or the Beneficiary of  a  deceased
Participant)  on  the date of such resignation  or  removal,  and
thereupon shall be entitled to all unpaid compensation, fees  and
reimbursements to which it is entitled under this  Agreement  and
shall  be relieved of all responsibilities and duties under  this
Agreement.

                                 16






     All  of the provisions set forth herein with respect to  the
Trustee  shall relate to each successor with the same  force  and
effect  as  if  such  successor had been originally  named  as  a
Trustee  hereunder.  Any successor Trustee shall  have  the  same
powers,  rights and duties as its predecessor and shall have  the
same title to the Fund as its predecessor.

     The  successor  Trustee  need not examine  the  records  and
accounts  of any prior Trustee.  The successor Trustee shall  not
be  responsible  for,  and the Corporation  shall  indemnify  and
defend  the  successor  Trustee  from,  any  claim  or  liability
resulting  from  any action or inaction of any prior  Trustee  or
from  any other past event, or any condition existing at the time
it becomes successor Trustee.


                          ARTICLE VIII
                    COMPENSATION, IMMUNITIES
                   AND INDEMNITY OF THE TRUSTEE

     Section  8.1.    Trustee  Compensation  and  Expenses.   The
Trustee  shall be entitled to such compensation and fees for  its
services  under this Agreement as shall be agreed upon from  time
to  time  with the Corporation.  Likewise, the Corporation  shall
reimburse the Trustee for any expenses incurred by it, including,
but  not limited to, all proper charges and disbursements of  the
Trustee, and reasonable fees for legal services rendered  to  the
Trustee (whether or not rendered in connection with a judicial or
administrative   proceeding).   Such   compensation,   fees   and
reimbursement shall be paid to the Trustee pursuant to the  terms
set  forth  at Section 8.2 hereof.  The Trustee's entitlement  to
compensation,  fees  or  reimbursement  hereunder  shall  not  be
affected  by  the resignation or removal of the  Trustee  or  the
termination of the Trust.

     Section  8.2.   Expense Account.  The Corporation  may  from
time  to  time make contributions to the Fund to be  held  in  an
Expense Account and to be utilized to pay the compensation,  fees
and  expenses of the Trustee and the Committee and other expenses
of the Trust.  To the extent that there are monies in the Expense
Account,  the  Trustee  shall utilize such  Expense  Account  for
payment of the compensation, fees and expenses of the Trustee and
the  Committee,  for payment of the indemnities  referred  to  in
Sections  8.4  and  10.3 hereof, and for other  expenses  of  the
Trust,  and,  in  the  absence of sufficient monies,  shall  seek
reimbursement  from  the Corporation.   In  the  event  that  the
Corporation  shall  fail  or refuse to  make  such  reimbursement
within  sixty  (60) days of demand, the Trustee may satisfy  such
obligations out of the other assets of the Fund in such manner as
the  Trustee deems to be reasonable in the circumstances,  taking
into  account the amount of liquid assets, the anticipated  needs
to  make  distributions  to Participants  (or  the  Beneficiaries
thereof),  and such other factors as the Trustee deems  relevant.
If  the  Trustee satisfies any obligations of the Corporation  to
pay  fees  and  expenses from other Fund assets, the  Corporation
shall  immediately upon demand by the Trustee  deposit  into  the
Trust  an amount of cash equal to the amount paid from such  Fund
assets  if,  at  that time, the Trustee could  not  replace  such
assets with a cash amount equal to the liquidation value of  such
assets.   If such funds are not deposited within sixty (60)  days
of  such  demand,  the  Trustee may, in  its  sole  and  absolute
discretion,  commence legal action against  the  Corporation  for
recovery  of  the  amount paid out of the Fund.   Notwithstanding
anything  herein to the contrary, no amount held in  the  Expense
Account  shall  be  used  for  purposes  other  than  paying  the
compensation, fees and expenses of the Trustee and the  Committee
and other expenses of the Trust, and shall not be distributed  to
or  for  the  benefit of the Participants (or  the  Beneficiaries
thereof).

                                  17






      Section  8.3.    Immunities.  The Trustee  shall  have  the
following privileges and immunities:

          (a)   The  Corporation and the Committee shall  furnish
     the   Trustee   with   instruments  evidencing   individuals
     designated by the Corporation or the Committee, as the  case
     may be, who are empowered to give directions, statements, or
     certificates to the Trustee.  A written direction, statement
     or  certificate to the Trustee signed by any such individual
     shall   be   deemed  to  be  the  direction,  statement   or
     certificate of the Corporation or the Committee, as the case
     may  be,  and  the  Trustee may rely upon  such  directions,
     statements, or certificates to the extent not prohibited  by
     law.   The  Corporation and the Committee shall furnish  the
     Trustee  from  time to time with instruments evidencing  the
     termination   of   such  designated   individuals   or   the
     appointment  of  new  such designated  individuals  and  the
     Trustee  shall be entitled to rely upon such instruments  as
     evidence  of  the identity and authority of such  designated
     individuals  and  shall not be charged with  notice  of  any
     change  with  respect thereto until the Corporation  or  the
     Committee,  as  the case may be, has furnished  the  Trustee
     with instruments relative to such change.

          (b)   The Trustee is authorized to seek the advice  of,
     and  consult with, legal counsel with respect to any  matter
     involving  the Trust.  Such counsel may, but need  not,   be
     legal  counsel  to  the Corporation.  The Trustee  shall  be
     entitled to rely on the advice of legal counsel with respect
     to  any  matter involving the Trust.  The Trustee  may  also
     from  time  to time employ agents and expert assistants  and
     delegate to them such ministerial duties it may see fit.  In
     the  event  that the Trustee does delegate such  ministerial
     duties, it shall periodically review the performance of  the
     person  to  whom  these  duties have  been  delegated.   The
     Trustee shall be reimbursed by the Corporation for all costs
     arising from the employ of legal counsel, agents and  expert
     assistants  pursuant to the terms set forth at  Section  8.2
     hereof.

     Section 8.4.   Indemnity of the Trustee.

          (a)   The Corporation hereby indemnifies and holds  the
     Trustee  harmless  from  and against  any  and  all  losses,
     damages,   costs,   expenses   or   liabilities,   including
     reasonable  fees  for  legal services  and  other  costs  of
     litigation, to which the Trustee may become subject pursuant
     to,  arising  out of, occasioned by, incurred in  connection
     with,   or  in  any  way  associated  with  this  Agreement,
     including  any  reasonable discretionary  action  which  the
     Trustee  may  take under the Trust, except for  any  act  or
     omission constituting gross negligence or willful misconduct
     of  the Trustee.  If one or more liabilities shall arise, or
     if  the  Corporation  fails  to  indemnify  the  Trustee  as
     provided  herein,  or  both, then  the  Trustee  may  engage
     counsel  of  the Trustee's choice, but at the  Corporation's
     expense,   either  to  conduct  the  defense  against   such
     liabilities, or to conduct such actions as may be  necessary
     to obtain the indemnity provided for herein, or to take both
     such  actions.   The  Trustee shall notify  the  Corporation
     within  fifteen  (15)  days after the  Trustee  has  engaged
     counsel of the name and address of such counsel.

                                 18






                 (b)   If  the  Trustee  shall  be  entitled   to
     indemnification by the Corporation pursuant to this  Section
     8.4,   and   the   Corporation  shall   not   provide   such
     indemnification  upon  demand, the  Trustee  may  apply  the
     assets  of  the Fund in full satisfaction of the obligations
     for  indemnity by the Corporation, and any legal  proceeding
     by   the   Trustee   against  the   Corporation   for   such
     indemnification shall be in behalf of the Trust.

      Section  8.5.    Determination of Interests  in  the  Fund,
Enforcement of Trust and Legal Proceedings.  The interest of  the
Participants (and the Beneficiaries thereof) in the Fund shall be
determined in accordance with the terms of the Supplemental $uper
$aver  Plus Plan under the Plan.  The Trustee shall have no  duty
to  question  any  direction  given by  the  Corporation  or  the
Committee  to  the Trustee, including any direction advising  the
Trustee  as to such interests under the Supplemental $uper  $aver
Plus   Plan.   The  Corporation  and  the  Committee  shall  have
authority  to enforce this Agreement.  To protect the  Fund  from
the  expenses which might otherwise be incurred, no person  other
than  the  Corporation or the Committee may institute or maintain
any action or proceeding against the Trustee or the Fund, or join
in  any  such  action  or proceeding, in the absence  of  written
authorization  by the Corporation or the Committee.    Except  as
otherwise  provided  in  this  Section  8.5,  in  any  action  or
proceeding  affecting the Fund, the only necessary parties  shall
be  the Corporation, the Committee and the Trustee, and no  other
person shall be entitled to any notice or process.


                           ARTICLE IX
             AMENDMENT AND TERMINATION OF THE TRUST

     Section  9.1.   Amendment of Agreement.  By a duly executed,
written  instrument delivered to the Trustee and acknowledged  in
the  same form as this Agreement, the Corporation shall have  the
right  at  any time and from time to time to amend this Agreement
in   whole   or  in  part,  except  that:  (i)  the  duties   and
responsibilities  of the Trustee or the Committee  shall  not  be
increased,  and  the protections afforded to the Trustee  or  the
Committee  shall not be impaired without the written  consent  of
the  Trustee  or  the Committee, as the case  may  be;  (ii)  the
protection afforded with respect to obligations payable to or  on
behalf  of the Participants hereunder may not be impaired without
the  unanimous written consent of the Participants; and (iii) the
Corporation shall not have the power to revoke this Trust  or  to
revest  title in itself to the assets comprising the  Fund.   Any
such  amendment  shall  be effective upon (a)  delivery  of  such
amendment  to  the  Trustee and the Committee,  together  with  a
certified copy of the resolution of the Board of Directors of the
Corporation or of its Compensation Committee, as the case may be;
and (b) endorsement by each the Trustee and the Committee on such
instrument  upon  receipt  thereof, together  with  any  required
consent  or consents thereto.  No such amendment shall  adversely
affect  any  benefits accrued under the Supplemental $uper  $aver
Plus  Plan  with  respect to the Participants.   All  instruments
amending  this Agreement shall be noted upon or kept attached  to
the executed original of this Agreement.

                                19





     Section 9.2.   Termination of Agreement.  This Agreement may
not  be terminated until the liability of the Corporation for the
payment   of   all   benefits  to  all  Participants,   and   the
Beneficiaries thereof, has been satisfied in full or  until  such
time  as no funds remain on deposit in the Fund pursuant to  this
Agreement; provided, however, that with the written consent of  a
Participant,  or  the  Beneficiary  thereof,  the  Committee  may
terminate  this  Agreement  at any  time  with  respect  to  such
consenting Participant or Beneficiary.  Notwithstanding  anything
herein to the contrary, this Trust shall terminate no later  than
twenty-one (21) years after the death of the last survivor of all
of the Participants included in the original list of Participants
attached  hereto as Schedule A, and those persons now living  who
have  been  designated as Beneficiaries of such  Participants  in
accordance  with the terms of the Supplemental $uper  $aver  Plus
Plan.


                            ARTICLE X
                          THE COMMITTEE

     Section 10.1.  Membership and Actions of the Committee.

          (a)   The  Committee shall at all times  consist  of  a
     minimum  of  three  (3) individuals, all of  whom  shall  be
     Participants of the Plan.  The initial Committee members are
     identified in Schedule B attached hereto.  Any member of the
     Committee  may  resign upon thirty (30) days  prior  written
     notice  to  the  Corporation.  Moreover, any member  of  the
     Committee may be removed at any time by the Corporation.

          (b)   In  the event of a vacancy on the Committee,  the
     other  member(s) of the Committee shall appoint a successor.
     In  the  event  that there is at any time no member  of  the
     Committee  then  in  office,  successor  members  shall   be
     appointed by the Corporation.

          (c)   Any  action  by the Committee shall  require  the
     written  approval of at least a majority of the  members  of
     the  Committee.   A  Committee member shall  not  be  liable
     hereunder for any act taken, or omitted to be taken, in good
     faith,  except  for  any act or omission constituting  gross
     negligence or willful misconduct by such Committee member.

          (d)   All  of  the  provisions set  forth  herein  with
     respect  to a member of the Committee shall relate  to  each
     successor  with  the  same  force  and  effect  as  if  such
     successor  had  been originally named as  a  member  of  the
     Committee.

          (e)  The Committee is authorized to seek the advice of,
     and  consult with, legal counsel with respect to any  matter
     involving  the Trust.  Such counsel may, but  need  not,  be
     legal  counsel to the Corporation.  The Committee  shall  be
     entitled to rely on the advice of legal counsel with respect
     to  any matter involving the Trust.  The Committee may  also
     from  time  to time employ agents and expert assistants  and
     delegate to them such ministerial duties as it may see  fit.
     In   the  event  that  the  Committee  does  delegate   such
     ministerial  duties,  it  shall  periodically   review   the
     performance  of  the person to whom these duties  have  been
     delegated.  The Committee members shall be reimbursed by the
     Corporation for all costs arising from the employ  of  legal
     counsel, agents and expert assistants pursuant to the  terms
     set forth at Section 8.2 hereof.

                                     20






     Section  10.2.   Committee Compensation and  Expenses.   The
Committee members shall be entitled to such compensation and fees
for  their services under this Agreement as shall be agreed  upon
from   time   to  time  with  the  Corporation.   Likewise,   the
Corporation  shall  reimburse  the  Committee  members  for   any
expenses  incurred by them, including, but not  limited  to,  all
proper  charges and disbursements of the Committee  members,  and
reasonable  fees  for legal services rendered  to  the  Committee
(whether  or  not  rendered  in connection  with  a  judicial  or
administrative   proceeding).   Such   compensation,   fees   and
reimbursement shall be paid to the Committee members pursuant  to
the  terms  set  forth  at  Section 8.2  hereof.   The  Committee
members'  entitlement  to  compensation,  fees  or  reimbursement
hereunder shall not be affected by the resignation or removal  of
any  member or members of the Committee or the termination of the
Trust.

     Section 10.3.  Indemnity of Committee.

          (a)   The Corporation hereby indemnifies and holds each
     member  of the Committee harmless from and against  any  and
     all   liabilities,  including  reasonable  fees  for   legal
     services  and other costs of litigation, to which each  such
     member  of  the  Committee may become subject  pursuant  to,
     arising out of, occasioned by, incurred in connection  with,
     or  in  any  way  associated with this Trust  or  Agreement,
     except for any act or omission constituting gross negligence
     or  willful misconduct of such member of the Committee.   If
     one  or  more liabilities shall arise, or if the Corporation
     fails  to indemnify such member of the Committee as provided
     herein,  or  both,  then  the Committee  member  may  engage
     counsel  of  the  Committee  member's  choice,  but  at  the
     Corporation's expense, either to conduct the defense against
     such  liabilities,  or to conduct such  actions  as  may  be
     necessary to obtain the indemnity provided for herein, or to
     take  both such actions.  The Committee member shall  notify
     the Corporation within fifteen (15) days after the Committee
     member  has  so engaged counsel of the name and  address  of
     such counsel.

          (b)   If  a  Committee  member  shall  be  entitled  to
     indemnification  pursuant  to this  Section  10.3,  and  the
     Corporation  shall  not  provide such  indemnification  upon
     demand,  the  Trustee  shall  satisfy  any  indemnity  to  a
     Committee  member pursuant to this Section 10.3 out  of  the
     assets  of  the Fund in full satisfaction of the obligations
     for  indemnity by the Corporation, and any legal  proceeding
     by  the  Committee member against the Corporation  for  such
     indemnification shall be in behalf of the Trust.


                           ARTICLE XI
                          MISCELLANEOUS

     Section  11.1.   Governing Law.  This Trust is  created  and
accepted  in the State of Delaware.  All questions pertaining  to
the  validity or construction of this Agreement and the acts  and
transactions   of   the  parties  hereto  and  their   respective
successors shall be determined in accordance with the laws of the
State of Texas, except as to matters governed by Federal law.

                               21






     Section  11.2.  No Effect on Employment.  Nothing  contained
in this Agreement shall create, or be construed or interpreted to
create,  any  new or additional obligations on the  part  of  the
Corporation or its affiliates to retain any person in its  employ
or  interfere in any way with the right of the Corporation or its
affiliates to discharge any employee.

     Section  11.3.  Successors.  This Agreement shall be binding
upon,  and the powers herein granted to the Corporation  and  the
Trustee,  respectively, shall be exercisable by,  the  respective
successors and assigns of the Corporation and the Trustee.

     Section  11.4.  Severability.  Should any provision of  this
Agreement  be determined by a court of competent jurisdiction  to
be  unlawful  or  unenforceable,  such  determination  shall  not
adversely  affect  the remaining provisions  of  this  Agreement,
unless  it shall make impossible the maintenance or operation  of
the Trust for its intended purposes.  To the extent any provision
of  this Agreement is determined to be unlawful or unenforceable,
this  Agreement  shall  be construed to be  carried  out  to  the
fullest extent possible in a lawful and enforceable manner.

     Section  11.5.  Incorporation of Plan as Part of  Agreement.
The  Plan is expressly incorporated herein and made a part hereof
with the same force and effect as if fully set forth.  A copy  of
the  Plan  as in effect on the date hereof is attached hereto  as
Exhibit A.  The Corporation shall deliver to the Trustee  a  copy
of all amendments to the Plan hereafter adopted.

     Section  11.6.   Execution in Counterparts.  This  Agreement
may  be  executed in any number of counterparts,  each  of  which
shall  be  considered  an  original and said  counterparts  shall
constitute but one and the same instrument.

     Section  11.7.   Effect  of  Divisions  and  Captions.   The
division  of  this Agreement into articles, paragraphs,  sections
and   subsections  and  the  use  of  captions  are  solely   for
convenience  and  shall have no legal effect  in  construing  the
provisions of this Agreement.

      Section  11.8.  Gender and Number.  Whenever the masculine,
feminine,  or  neuter  gender  is used  inappropriately  in  this
Agreement,  this  Agreement shall be read as if  the  appropriate
gender was used, and, unless the context otherwise requires,  the
singular shall include the plural, and vice versa.

                                22






     IN  WITNESS  WHEREOF, the Corporation, the Trustee  and  the
Committee  have entered in to this Agreement as of the  Effective
Date.

                                CORPORATION:

                                AMERICAN AIRLINES, INC.,
                                a Delaware corporation



Attest:                         By: /s/ Charles D. MarLett
                                Charles D. MarLett, Corporate Secretary

                                TRUSTEE:

                                WACHOVIA BANK,
                                NATIONAL ASSOCIATION



Attest:                         By:
                                Name:
                                Title:

                                COMMITTEE:




Attest:                         By: /s/ Gerard J. Arpey
                                Gerard J. Arpey



Attest:                         By: /s/ James A. Beer
                                James A. Beer



Attest:                         By: /s/ Jeffrey J. Brundage
                                Jeffrey J. Brundage



Attest:                         By: /s/ Gary F. Kennedy
                                Gary F. Kennedy






      SUBSCRIBED  AND SWORN TO before me, Sandra  Symanovich,  by
CHARLES D. MARLETT, this 15th day of September, 2005.



                                   /s/ Sandra Symanovich
                                   Notary Public


     SUBSCRIBED AND SWORN TO before me by         , this    day of
September, 2005.




                                   Notary Public


      SUBSCRIBED  AND SWORN TO before me, Sandra  Symanovich,  by
GERARD J. ARPEY , this 15th day of September, 2005.



                                   /s/ Sandra Symanovich
                                   Notary Public


     SUBSCRIBED AND SWORN TO before me, Sandra Symanovich, by
JAMES A. BEER, this 15th day of September, 2005.



                                   /s/ Sandra Symanovich
                                   Notary Public


     SUBSCRIBED AND SWORN TO before me, Sandra Symanovich, by
JEFFREY J. BRUNDAGE , this 15th day of September, 2005.



                                   /s/ Sandra Symanovich
                                   Notary Public


     SUBSCRIBED AND SWORN TO before me, Sandra Symanovich, by
GARY F. KENNEDY , this 15th day of September, 2005.


                                   /s/ Sandra Symanovich
                                   Notary Public






                           SCHEDULE  A

     The persons identified herein constitute the Participants of
the  Supplemental $uper $aver Plus Plan as of the Effective  Date
of the Trust.

Robert C. Cordes
Monte E. Ford
Susan B. Garcia
William T. Greene
Andrews O. Watson







                           SCHEDULE B


     The  individuals  designated herein constitute  the  initial
members of the Committee responsible for administering the Trust.

(1)  Gerard J. Arpey

(2)  James A. Beer

(3)  Jeffrey J. Brundage

(4)  Gary F. Kennedy






                                                 EXHIBIT A




                               THE
  SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM (SERP) FOR OFFICERS
                               OF
                     AMERICAN AIRLINES, INC.

                             AND THE

                  SERP SUMMARY PLAN DESCRIPTION

              ORIGINALLY EFFECTIVE JANUARY 1, 1985




         Amended and Restated Effective October 15, 2002





                               THE
  SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM (SERP) FOR OFFICERS
                               OF
                     AMERICAN AIRLINES, INC.

                             AND THE

                  SERP SUMMARY PLAN DESCRIPTION

              ORIGINALLY EFFECTIVE JANUARY 1, 1985


                        TABLE OF CONTENTS

                                                               Page

ARTICLE I     NAME AND PURPOSE OF THE PLAN                        1

ARTICLE II    DEFINITIONS                                         1

ARTICLE III   ELIGIBILITY AND PARTICIPATION                       5

ARTICLE IV    BENEFITS IN CONNECTION WITH THE BASE DEFINED
              BENEFIT PLAN                                        6

ARTICLE V     CONTRIBUTIONS AND EARNINGS CREDITS IN CONNECTION
              WITH THE $UPER $AVER PLUS PLAN                      7

ARTICLE VI    PAYMENT OF BENEFITS                                 7

ARTICLE VII   AMENDMENT AND TERMINATION                          10

ARTICLE VIII  GENERAL CONDITIONS                                 10

ARTICLE IX    FUNDING                                            12

ARTICLE X     TRUST                                              12

ARTICLE XI    ERISA RIGHTS                                       13

ARTICLE XII   CLAIMS PROCEDURES                                  14

ARTICLE XIII  FINALITY OF DECISIONS OR ACTS                      16

ARTICLE XIV   GENERAL INFORMATION ABOUT YOUR PLAN                16






                            ARTICLE I
                  NAME AND PURPOSE OF THE PLAN


     Section 1.1    Name and Purpose of the Plan

     This  Supplemental Executive Retirement Program for Officers
of  American  Airlines,  Inc. (the "Plan") provides  supplemental
retirement  benefits to selected officers of  American  Airlines,
Inc.   A separate Supplemental Executive Retirement Program  (For
Non-Officers)  provides certain supplemental retirement  benefits
to other key employees as designated by the Board of Directors or
the Chairman of AMR.

     Prior to January 1, 2001, the supplemental benefits provided
under   this  Plan  consisted  only  of  supplemental  retirement
benefits in excess of the maximum pension benefits payable  under
a  Participant's  Base Defined Benefit Plan  and  a  supplemental
retirement   benefit   based   on   a   Participant's   Incentive
Compensation and Performance Returns.  These continuing  benefits
are described in Article IV of the Plan.

       Effective  January  1,  2001,  certain  Participants,  who
participate  in  the $uper $aver Plus Plan, either  because  they
elected  to forego participation in a Base Defined Benefit  Plan,
or  because they were not eligible to elect to participate  in  a
Base  Defined Benefit Plan, shall be eligible to receive benefits
under  Article  V of the Plan, as set forth in this  amended  and
restated Plan.

                           ARTICLE II
                           DEFINITIONS

     Section 2.1    Account.  A bookkeeping entry maintained  for
each  Active Funding Participant to reflect the amount of  Funded
Accrued  Benefit  contributed to the trust  on  account  of  such
Active Funding Participant.

     Section 2.2    Act.  The Employee Retirement Income Security
Act of 1974, as amended.

     Section 2.3    Active Funding Participant
     A  Participant  who  currently  performs  active  duties  of
employment while a Participant pursuant to Section 3.1 and who is
vested  in a benefit under Article IV of this Plan, as of October
1, 2002.

     Section 2.4    AMR. AMR Corporation

     Section 2.5    Annual Defined Benefit Retirement Benefit.
The  amount  determined  by  subtracting the Base Defined Benefit
Plan  Benefit  from  the greatest of (i)  the  Base  Plan  Social
Security Offset Benefit, (ii) the Final Average Earnings Benefit,
or  (iii) the Basic Benefit.  If the Base Defined Benefit Plan of
a  Participant  is  the American Airlines, Inc. Pilot  Retirement
Benefit  Program,  the Annual Defined Benefit Retirement  Benefit
shall  be  the amount determined by subtracting the Base  Defined
Benefit Plan Benefit from the amount that would have been payable
under  the Base Defined Benefit Plan in the absence of  the  Base
Defined  Benefit Plan limits on compensation and  benefits  under
the Code, plus the Supplemental Incentive Compensation Retirement
Benefit   and  the  Supplemental  Performance  Return  Retirement
Benefit   (for   such   purposes  variable  benefits   shall   be
disregarded).

                                  1






     Section 2.6    Average Incentive Compensation.  An amount
calculated as follows:

          (a)  The  sum  of  a  Participant's four highest  annual
     Incentive Compensation awards (or the sum of all such  awards
     if  the Participant  has  fewer than four such  awards)  paid
     to a Participant during the time period beginning on or after
     January 1, 1985, and ending on the first to occur of:

               (1)  the  Participant's actual retirement under the
          Base  Defined  Benefit Plan, or under $uper $aver if the
          Participant  is  not  participating  in  a  Base Defined
          Benefit Plan,

               (2)  the date of the Participant's death, or

               (3)  the date of the Participant's retirement.

     If  a Participant is credited with less than a full year  of
     Credited  Service  as a Participant in  any  year  in  which
     Incentive  Compensation  is  paid,  that  portion   of   the
     Participant's  Incentive Compensation  that  is  taken  into
     account  will  be  prorated based on  the  Credited  Service
     earned by the Participant for such year.

          (b)  Divide the sum determined in (a), above,  by  four
     (or  by  the  number  of  such awards if the Participant has
     fewer than  four such awards).

     Section 2.7    Average Performance Return.  An amount
calculated as follows:

          (c)  The  sum  of  a  Participant's four highest annual
     Performance Return awards  (or the sum of all such awards if
     the Participant has fewer than four such awards) paid to the
     Participant  during  the  Participant's career and ending on
     the first to occur of:

               (1)  the Participant's actual retirement under the
          Base Defined Benefit Plan, or under  $uper $aver if the
          Participant  is  not  participating  in  a Base Defined
          Benefit Plan,

               (2)  the date of the Participant's death, or

               (3)  the date of the Participant's retirement.

          (d)  Divide the sum  determined  in  (a), above, by four
     (or by the number of such awards if the Participant has fewer
     than four such awards).

     Section 2.8    Base Defined Benefit Plan. The defined benefit
retirement benefit plan (or plans) of the Company  which qualifies
under section 401 of the Code and under which certain Participants
covered under this Plan are  eligible to receive benefits.

     Section 2.9    Base Defined Benefit Plan Benefit.  The annual
benefit a  Participant or Beneficiary is entitled to receive  from
the Base Defined Benefit Plan  upon  retirement, disability, death
or termination of employment, subject  to the Base Defined Benefit
Plan  provisions  which  limit such benefit  to the maximum amount
permitted by the Code.

                                   2






     Section 2.10   Base Plan Social Security Offset Benefit
    The annual amount of a Participant's or Beneficiary's benefit
under  any  "Social Security Offset Benefit," as defined  in  the
Base  Defined Benefit Plan, computed without regard to  the  Base
Defined  Benefit Plan limits on compensation and  benefits  under
the  Code,  plus  the  Supplemental  Incentive  Compensation  and
Performance Return Retirement Benefit.

     Section 2.11   Basic Benefit
    The annual amount of a Participant's or Beneficiary's benefit
under any "Basic Benefit," as defined in the Base Defined Benefit
Plan,  computed without regard to the Base Defined  Benefit  Plan
limits  on  compensation and benefits under the  Code,  plus  the
Supplemental   Incentive  Compensation  and  Performance   Return
Retirement Benefit.

     Section 2.12   Beneficiary
    A  person designated by a Participant who, as permitted under
the  terms of the Plan, is or may be entitled to a benefit  under
the  Plan  in the event of the death of the Participant.   If  no
Beneficiary  is  designated, or if the designated Beneficiary  is
not then living, benefits will be paid pursuant to Section 6.5.

     Section 2.13   Board of Directors
   The Board of Directors of AMR.

     Section 2.14   Code
   The Internal Revenue Code of 1986, as amended.

     Section 2.15   Committee
    The  administrative  committee  appointed  by  the  Board  of
Directors to manage and administer this Plan.

     Section 2.16   Company
   Any subsidiary of American Airlines, Inc. or any subsidiary of
AMR,  which  is  designated  for  inclusion  as  a  participating
employer in the Plan, as determined by the Board of Directors.

     Section 2.17   Credited Service
    The  term  "Credited Service" under this Plan  has  the  same
meaning  for  purposes of this Plan as it has in  the  applicable
Base Defined Benefit Plan.

     Section 2.18   Executive Deferral Plan.  The AMR Corporation
1987 Executive Deferral Plan, as amended.

     Section 2.19   Final Average Earnings Benefit
    The annual amount of a Participant's or Beneficiary's benefit
under  any  "Final Average Earnings Benefit," as defined  in  the
Base  Defined Benefit Plan, computed without regard to  the  Base
Defined  Benefit Plan limits on compensation and  benefits  under
the  Code,  plus  the  Supplemental  Incentive  Compensation  and
Performance Return Retirement Benefit.

     Section 2.20   Funded Accrued Benefit
   The  portion of the present value of the benefit under Article
IV  represented by a credit to a bookkeeping account of an Active
Funding Participant as a Funded Accrued Benefit in the Trust,  at
the discretion of the Committee.

     Section 2.21   Incentive Compensation
    Compensation  paid to a Participant on or  after  January  1,
1985,  in accordance with one of the incentive compensation plans
adopted  by  the Board of Directors or the Board of Directors  of
American Airlines, Inc., whether paid currently or deferred.  For
purposes  of  this  definition, long-term,  multi-year  incentive
compensation  plans  shall  not be  considered  to  be  incentive
compensation plans.

                                3




Section 2.22   Non-Active Funding Participant
    A  Participant who is not yet vested in a benefit under  this
Plan,  or who is on a Management Leave of Absence under  the  AMR
Mangement  Leave of Absence Policy or who is retired or otherwise
separated from employment.

     Section 2.23   Non-Funded Accrued Benefit
   The portion of the benefit under Article IV or under Article V
not represented by a credit to the Account of a Participant as  a
Funded Accrued Benefit.

     Section 2.24   Non-Officer SERP
   The Supplemental Executive Retirement Program for Non-Officers
of American Airlines, Inc.

     Section 2.25   Participant
    An individual who is participating in the Plan on October 15,
2002  shall  be  a Participant.  An elected officer  of  American
Airlines,  Inc.,  who is a participant in a Base Defined  Benefit
Plan  or  the  $uper $aver Plus Plan shall be a Participant.   An
individual who is an appointed officer of American Airlines, Inc.
or  a  designated officer of another Company may be a Participant
only  if (i) he or she is a participant in a Base Defined Benefit
Plan  or  the $uper $aver Plus Plan and (ii) is designated  as  a
Participant  by the Board of Directors or under a writing  signed
by the Chairman of AMR.

     Section 2.26   Performance Return
    Compensation  paid to a Participant pursuant to  a  specified
portion  of  career equity shares granted to the Participant,  as
determined by the Board of Directors.

     Section 2.27   Plan
    The  Supplemental  Executive Retirement Program  of  American
Airlines,  Inc., as amended.  The Plan may also  be  referred  to
herein  as  the  "SERP".   There  is  a  separate,  but  related,
Supplemental  Executive Retirement Program  for  Non-Officers  of
American  Airlines, Inc., for key employees who are not officers.
This  Plan features a supplement to defined benefit plan benefits
as  described in Article IV and a supplement to $uper $aver  Plus
Plan benefits, as described in Article V.

     Section  2.28   $uper $aver.  $uper $aver, a 401(k)  Capital
Accumulation Plan for Employees of Participating AMR  Corporation
Subsidiaries, which qualifies under sections 401(a) and 401(k) of
the  Code,  and under which certain Participants are eligible  to
receive benefits.

     Section 2.29   $uper $aver Plus Plan
   $uper $aver Plus, a Supplement to $uper $aver, which describes
a  program of employer contribution-provided benefits in addition
to those available under the regular provisions of $uper $aver.

     Section 2.30   $uper $aver Plus Plan Accout
   A bookkeeping entry maintained for each  Participant to record
the deemed contributions and earnings  credited  under  the  name
of  the Particpant pursuant to Article V.

     Section 2.31   $uper Saver Plus Plan Excess Contribution
   A contribution credited to the  Participant's $uper $aver Plus
Plan Account that is equal  to  the  total employer contributions
(exclusive of cash or deferred contributions under sections 401(k)
and  402(g)  of the Code) that would have been credited under the
Participant's  accounts  in the $uper $aver Plus Plan, based upon
the Participant's  elections under the $uper $aver Plus Plan, but
for the provisions of sections 401(a)(17), 415 and 402(g)  of the
Code   (or  any  Code  sections   replacing  such  sections  with
comparable  limitations).  Additionally, the credited $uper $aver
Plus  Plan  Excess  Contribution  shall  include  the amount that
would have been credited to the  Participant's  account under the
$uper $aver Plus Plan based  on  the  Participant's  contribution
rate election under  $uper  $aver if  Incentive  Compensation had
constituted compensation  subject  to  deferral under $uper $aver
and the $uper $aver Plus Plan.

                                 4






     Section 2.32   Supplemental Incentive Compensation Retirement
Benefit
    The  amount  determined by multiplying the Average  Incentive
Compensation by two percent for each year of Credited Service.

     Section  2.33    Supplemental  Incentive  Compensation   and
Performance Return Retirement Benefit
    The  difference  between the benefits  calculated  under  any
"Social  Security Offset Benefit" formula as defined in the  Base
Defined  Benefit Plan, including and excluding Average  Incentive
Compensation  and  Average  Performance  Return,  in  each   case
computed  without regard to the Base Defined Benefit Plan  limits
on compensation and benefits under the Code.

     Section 2.34   Supplemental  Performance  Return  Retirement
Benefit
    The  amount determined by multiplying the Average Performance
Return by two percent for each year of Credited Service.

     Section 2.35   Trust
    The Trust Agreement Under Supplemental Retirement Program for
Officers of American Airlines, Inc. entered into between American
Airlines, Inc. and Wachovia Bank National Association.

     Section 2.36   Trustee
   Wachovia Bank National Association.


                           ARTICLE III
                  ELIGIBILITY AND PARTICIPATION


     Section 3.1   An individual who is participating in the Plan
on October 15, 2002. An elected officer of American Airlines, Inc.
who   is  participating  in a Base Defined Benefit  Plan  or  the
$uper $aver Plus Plan is a Participant in the Plan.  An appointed
officer  of  American  Airlines, Inc. or an  officer  of  another
Company  may  be a Participant only if he or she is a participant
in  a Base Defined Benefit Plan or the $uper $aver Plus Plan  and
is designated as a Participant by the Board of Directors or under
a  writing signed by the Chairman of AMR.  As provided in Section
8.5 with respect to Active Funding Participants, this Plan is  an
"employee pension benefit plan" (as defined in  section  3(2)  of
the  Act)  that  is  an "individual account  plan"  and  "defined
contribution plan" (as defined in  section 3(34) of the Act), and
as  to  all  other  benefits, the Plan is  a  plan  described  in
sections 201(2), 301(a)(3) and 401(a)(1) of the Act.  The Plan is
exempt  from Part 3 of Subtitle B of Title I of the Act  pursuant
to  section 301(a)(8) of the Act.

                                 5





     Section 3.2  Any   Participant  in  this   Plan  who  was  a
Participant  prior to January 1, 2001, and who ceased to continue
to accrue service for benefits under  the  Base  Defined  Benefit
Plan  as  of  such date pursuant to an election to participate in
the  $uper $aver Plus Plan shall remain eligible for the benefits
accrued  under  Article  IV of the Plan for service prior to such
date.   No further accruals of service for benefits under Article
IV of the Plan shall occur, however, after the effective  date of
the Participant's  election  to  forego participation in the Base
Defined Benefit Plan.  Such Participants who forego participation
in the Base  Defined  Benefit  Plan  shall be eligible to receive
benefits determined under  Article IV with respect to service for
periods prior to January 1, 2001,  and/or  under Article V of the
Plan, for periods commencing on and after January 1, 2001.

     Section 3.3  Participants who continue to accrue service for
benefits in the  Base Defined Benefit Plan after January 1, 2001,
or who commence  participation  thereafter  and who do not accrue
benefits under  Article  V  of the Plan, shall continue to accrue
benefits as provided herein only under Article IV of the Plan.

     Section 3.4   A Participant who is elected as an officer and
later becomes a  non-officer  will have any SERP benefit pursuant
to Article V as an officer frozen (subject to adjustment pursuant
to Section 5.2 in the case of benefits under Article V) as of the
last date the Participant serves as an officer,  but such Account
shall  remain  payable  under  this  Plan.  In the event that the
Participant is not thereafter designated for participation in the
Non-Officer  SERP,  any  benefit  of  the  Participant subject to
Article IV shall be frozen as of the last  date  the  Participant
serves as an officer,  but  shall remain payable under this Plan.
In the event that a  Participant who is elected as an officer and
later becomes a non-officer  is  designated  for participation in
the Non-Officer SERP,  any  accrued benefit under Article IV that
is based on Incentive Compensation or Performance Return shall be
frozen  as  of  the  last  date  of  the Participant serves as an
officer, but shall  remain  payable  under  this  Plan,  and  the
remaining accrued benefit under  Article IV  shall be transferred
to the  Non-Officer  SERP  and  shall  be  a  part of the accrued
benefit under Article IV thereunder, without  causing duplication
of benefits.


                           ARTICLE IV
    BENEFITS IN CONNECTION WITH THE BASE DEFINED BENEFIT PLAN

     Section  4.1    The Plan will pay an Annual Defined  Benefit
Retirement  Benefit  to a Participant who earned  benefits  under
this  Plan while participating in the Base Defined Benefit  Plan.
The   portion  of  any  such  Annual Defined  Benefit  Retirement
Benefit  that is satisfied on an after tax basis by a  credit  to
the Account for an Active Funding Participant shall be paid from,
and  credited against, the Participant's Account and paid through
the Trust.

     Section 4.2  If no benefit is payable under the Base Defined
Benefit Plan, then no benefit will be payable under Article IV of
the Plan.

                                  6






                            ARTICLE V
               CONTRIBUTIONS AND EARNINGS CREDITS
          IN CONNECTION WITH THE $UPER $AVER PLUS PLAN

     Section 5.1  If a Participant in this Plan is  participating
in the $uper $aver Plus Plan, the Committee shall credit annually
to the Participant's $uper $aver Plus Plan Account  a $uper $aver
Plus   Plan  Excess  Contribution,  at  the  discretion  of   the
Committee.

     Section 5.2  In addition to the $uper $aver Plus Plan Excess
Contribution  provided  for  under this  Article  V  pursuant  to
Section  5.1, the Committee shall periodically, at such times  as
shall  be determined in its sole discretion, credit or debit,  as
the  case  may  be,  to  a Participant's $uper  $aver  Plus  Plan
Account, the earnings or losses that would have accrued  to  such
$uper  $aver  Plus  Plan Account if such $uper  $aver  Plus  Plan
Account  were  invested in the investment funds  elected  by  the
Participant for the investment of amounts credited to his or  her
accounts  in  the  Executive Deferral Plan  during  the  relevant
computation  period.  If the Participant for whom a  $uper  $aver
Plus Plan Excess Contribution under this Article V is credited is
not a participant in the Executive Deferral Plan, the Participant
will  be  required  to designate investment funds  (as  available
under the Executive Deferral Plan) for the purpose of determining
such credits and debits to the $uper $aver Plus Plan Account.  If
no  such  election is made, until the election is made the  $uper
$aver Plus Plan Account will be credited or debited as determined
by  the  Committee, in its sole discretion.  The  Committee  will
promulgate  procedures for changing such elections from  time  to
time as it shall determine, in its sole and absolute discretion.

     Section 5.3   If no benefit is payable under the $uper $aver
Plus Plan, then no benefit will be payable under Article V of the
Plan.   In  making  such determination, benefits attributable  to
contributions under $uper $aver, other than under the $uper $aver
Plus  Plan,  shall  be  disregarded.  The amount  of  any  Funded
Accrued  Benefit contribution under this Article V shall be  paid
to  the  Trust,  net of taxes, and credited to the  Participant's
Account.   Amounts  paid  to a Participant  on  account  of  this
Article   V  from  an  Account  shall  be  charged  against   the
Participant's $uper $aver Plus Plan Account.

                           ARTICLE VI
                       PAYMENT OF BENEFITS

     Section 6.1  Except as otherwise provided in this Article VI
and  in Sections 7.3 and 8.2, benefits under Article IV shall  be
payable  at  the  same time and in the same manner  hereunder  as
under  the Base Defined Benefit Plan.  Any benefit payable  under
Article  IV on account of the death of the Participant  shall  be
payable  pursuant to the Participant's benefit elections pursuant
to  Section  6.2; provided, however, that if the Participant  has
elected  a  Lump-Sum Payment under Section 6.4 and such  election
was  made and filed with the Committee or its delegate (at  least
twelve  months  prior  to death, in the case  of  any  Non-Funded
Accrued  Benefits) in the event of the Participant's death  prior
to being paid any benefits hereunder, notwithstanding anything to
the  contrary in Section 4.2, the Participant's Beneficiary shall
receive  the  Lump-Sum Payment within sixty days of the  date  on
which  the  Participant  would have  been  entitled  to  commence
receipt  of benefits, had he or she survived.  For such  purpose,
the  Participant  may designate a Beneficiary  for  the  Lump-Sum
Payment,  subject  to  the  designation procedures  specified  in
Section  6.3.   Funded Accrued Benefits shall be  paid  from  the
Trust.

                                   7





     Section 6.2   All  provisions  of  the  Base Defined Benefit
Plan and the Super $aver Plus Plan consistent with this Plan will
apply in determining the amount of benefits hereunder, including,
but  not  limited  to,  social  security offset provisions, early
retirement reductions, optional  forms of benefit, pre-retirement
surviving spouse's annuity, and spousal consent requirements.

     Section 6.3 Except as provided in Sections 6.1, 6.4 and 6.6,
Annual Defined Benefit Retirement Benefits under Article IV under
this Plan will  be  paid in monthly installments only, unless the
Committee in its sole discretion directs payment in another form.
The portion of the  Annual  Defined  Benefit  Retirement  Benefit
and/or  amounts  credited  under Article V that were satisfied by
amounts credited to the  Account of an Active Funding Participant
shall be paid from amounts credited to such Participant's Account
through the Trust.  A  Participant  entitled  to  benefits  under
Article  IV  may  elect  any  of  the  standard  forms of monthly
payments provided under the Base Defined Benefit Plan, subject to
Section 6.4, provided  that  if  a  lump-sum under Section 6.4 or
Section 6.6 is not payable,  the method selected must be the same
as that selected under the  Base Defined Benefit Plan, unless the
Committee directs otherwise.

     Section 6.4   In lieu of monthly payments pursuant to 6.3, a
Participant may elect to claim a lump-sum, one-time payment equal
to the present value  of  any  Annual  Defined Benefit Retirement
Benefits  to  be  paid  pursuant  to  Article IV of the Plan (the
"Lump-Sum Payment").  Such claim shall:

          (a)  be in writing,

          (b)  be in the form prescribed by the Company,

          (c)  be  addressed  to  the  Company's  Vice President,
     Human Resources, or successor, and

          (d)  shall be made by a Participant with respect to any
     Non-Funded  Accrued  Benefit at least twelve months (or such
     lesser  period  as  the  Committee  may  permit, in its sole
     discretion) before he or she commences payments, or one year
     before age sixty-five,  whichever  is the first to occur.  A
     lump-sum election may be made with respect to Funded Accrued
     Benefits at any time before retirement.

In  addition  to  the foregoing, the Participant must  execute  a
general  release and provide consent of spouse, if  married.   In
calculating  the  Lump-Sum Payment, the interest  rate  shall  be
equal to the applicable interest rate promulgated by the Internal
Revenue Service under section 417(e)(3) of the Code for the third
month preceding the Participant's retirement date.  The mortality
rate shall be the 1983 GAM male table for male Participants,  and
the  1983  GAM female table for female Participants.  A  lump-sum
election may be revoked if the Company is notified in writing (at
least  twelve  months prior to commencement of benefits,  in  the
case  of  Non-Funded Accrued Benefits).  No later election  of  a
Lump-Sum  Payment  may  be  made  after  such  revocation.   Upon
acceptance  of the lump-sum claim, the Lump-Sum Payment  will  be
paid  to  the Participant within thirty days of the Participant's
first receipt of benefits under the Base Defined Benefit Plan.

                                 8






     Section 6.5    Benefits  under  Article V shall be paid in a
lump-sum equal to the $uper $aver Plus Plan Account balance,  net
of taxes.  Benefits under Article V paid to a Particpant from the
Trust  as  a  result of a credit to an Account shall be  credited
against  amount payable from the $uper $aver Plus  Plan  Account.
Notwithstanding Section 6.1, a Participant's election  under  the
$uper $aver Plus Plan to receive payment of $uper $aver Plus Plan
benefits in any form other than a lump-sum cash payment shall  be
ineffective with respect to accrued benefits under Article  V  of
this  Plan.  Payment of benefits pursuant to Article V  shall  be
made in a lump-sum cash payment as of the date on which any post-
separation benefit commences under the $uper $aver Plus Plan.   A
Participant  may  designate  a Beneficiary  or  Beneficiaries  to
receive  benefits  under Article V payable in the  event  of  the
Participant's death, if any.  Any such designation shall be  made
in the manner required by the Committee or its delegate.  If, for
any   reason,  there  is  no  surviving  designated  Beneficiary,
benefits will be payable to the parties who would be entitled  to
receive  such  amounts  if they were paid under  $uper  $aver  on
account of the Participant's death.  Such amounts will be paid in
a   lump-sum  within  sixty  days  following  the  date  of   the
Participant's death.

     Section 6.6  Upon a Change in Control or Potential Change in
Control  (each as defined in the 1998 Long-Term Incentive Plan of
AMR,  or  its  successor plan) with respect to AMR, a Participant
will receive  a  lump-sum,  one-time payment equal to the present
value of the remaining  Annual Defined Benefit Retirement Benefit
to be paid pursuant to  Article  IV  of  the Plan (and the entire
amount credited to his or her Account pursuant to  Article  V, if
applicable)  (the   "Change  in  Control  Payment"),  unless  the
Participant  elects  to  continue  to  receive previously elected
monthly payments.  Such an election shall:

          (a)  be in writing,

          (b)  be in a form prescribed by the Company,

          (c)  be  addressed  to  the  Company's Vice President,
     Human Resources, or successor, and

          (d)  shall  be  made  by  the Participant within thirty
     days following the Change in Control or the Potential Change
     in Control.

           The  Change  in Control Payment shall be  computed  by
assuming that payments under the Base Defined Benefit Plan  would
commence  at  the  earliest  possible  retirement  age  for   the
Participant,   assuming  that  the  Participant  separated   from
employment  as  of the Change in Control or Potential  Change  in
Control.   In  the event a Participant is not vested in  benefits
under  the  Base  Defined Benefit Plan, he shall nevertheless  be
deemed  to  have satisfied the vesting requirements of  the  Base
Defined  Benefit  Plan  (and of the $uper $aver  Plus  Plan)  for
purposes  of  computing  the amount  of  the  Change  in  Control
Payment.

     Section 6.7    Prior  to  receiving  the  Change  in Control
Payment  attributable  to  the  Annual Defined Benefit Retirement
Benefit, the  Participant  may  be  required to execute a general
release  and  to  provide  consent  of  spouse,  if  married.  In
calculating  the  portion  of  a  Change   in   Control   Payment
attributable to an Annual Defined Benefit Retirement Benefit, the
interest rate  shall  be  equal  to  the applicable interest rate
promulgated by the  Internal Revenue Service under section 417(e)
(3) of the Code for  the  third  month  preceding  the  Change in
Control or Potential  Change  in  Control.   The  mortality table
used shall be the 1983  GAM  male  table  for  male Participants,
and the  1983  GAM  female  table  for female  Participants.  The
Change in Control Payments will be paid to the Participant within
sixty days following  the  Change  in  Control  or  the Potential
Change in Control.

                                 9





     Section 6.8     In   the  event  the  Participant  has  any
outstanding debt with the Company, such as for payment of taxes,
the Company  or  the  Committee  may withhold or deduct from any
payments  to  be  made  to  the  Participant  under this Plan an
amount(s) equal to such outstanding debt.


                           ARTICLE VII
                    AMENDMENT AND TERMINATION

     Section 7.1   The  Board  of  Directors,  or such person or
persons,  including  the  Committee,  as  may  be  authorized in
writing  by  the  Board of Directors, may amend or terminate the
Plan at any time.

     Section 7.2    No such amendment or termination pursuant to
Section  7.1 shall adversely affect a benefit payable under this
Plan  with  respect to a Participant's employment by the Company
prior to  the  date of such amendment or termination unless such
benefit is or becomes payable under a successor plan or practice
adopted by the Board of Directors or its designee.

     Section 7.3    Notwithstanding  Sections 7.1 and 7.2 of the
Plan,  no   changes   or  amendments  (including  pertaining  to
termination)  to  the  Plan  will be permitted after a Change in
Control or Potential Change in Control,  as  each of these terms
is defined in the  1998  Long Term Incentive Plan of AMR, or its
successor plan.

                          ARTICLE VIII
                       GENERAL CONDITIONS

     Section 8.1    The  right to receive benefits under the Plan
may not be anticipated, alienated, sold,  transferred,  assigned,
pledged,  encumbered or subjected to any charge or legal process,
and  if any attempt is made to do so or a person eligible for any
benefit  becomes  bankrupt, the interest under the  Plan  of  the
person  affected  may  be terminated by  the  Committee  and  the
Committee may in its sole discretion cause the same to be held or
applied for the benefit of one or more of the dependents of  such
person.

     Section 8.2   Notwithstanding the provisions in Section 8.1,
upon  receipt  by  the  Plan of  a "domestic relations order" (as
defined in section 206(d)(3)(B)(ii) of the Act)  purporting to be
a  "qualified  domestic  relations  order" (as defined in section
206(d)(3)(B)(i) of the Act),  the  Committee  shall  review  such
order  using  the  domestic  relations order review procedures in
effect under the  Base  Defined  Benefit  Plan or $uper $aver, as
applicable   to   benefits   under   Article   IV   or  Article V
respectively.  Upon  the  determination that a domestic relations
order meets the  Plan's  requirements  to be a qualified domestic
relations order, the  "alternate payee"  (as  defined  in section
206(d)(3)(K) of the Act)  shall  be  eligible to receive benefits
payable  under  the  terms  of  the  qualified domestic relations
order.   Notwithstanding  the  foregoing,  however,  an alternate
payee under a domestic relations order shall only  be eligible to
receive  benefits  from  the  Plan  when  the  Participant begins
receiving  benefits  from  the  Base Defined Benefit Plan (or the
$uper $aver Plus Plan, as applicable).

                                 10





     Section 8.3    All questions pertaining to the construction,
validity and effect of the Plan shall be determined in accordance
with the laws of the United States and the State of Texas.

     Section 8.4    In the event of any act of  God, war, natural
disaster,    aircraft   grounding,    revocation   of   operating
certificate,  terrorism,  strike,  lockout,  labor dispute,  work
stoppage,  fire,  epidemic  or  quarantine  restriction,  act  of
government,  critical  materials  shortage,  or  any  other  act,
whether similar or dissimilar, beyond the control of the  Company
(each,  a  "Force Majeure Event"),   which  Force  Majeure  Event
affects  the  Company  or its Subsidiaries or its Affiliates, the
Board of Directors,  at  its sole discretion, may suspend, delay,
defer  or  substitute  (for  such  period of time as the Board of
Directors may deem necessary)  any  payments  due currently or in
the  future  under  the  Plan, including, but not limited to, any
payments that have accrued  to  the  benefit of a Participant but
have not yet been paid.

     Section 8.5    With  respect to Non-Funded Accrued Benefits,
this non-qualified plan shall be, and  is  intended to be, a plan
that  is  unfunded  and  maintained  by  the  Company  to provide
deferred  compensation to a select group of management or highly-
compensated  employees,  pursuant  to sections 201(2), 301(a)(3),
and  401(a) (1) of  the Act.   With  respect  to  Funded  Accrued
Benefits,  this  Plan  is  an  "employee  pension  benefit  plan"
described  in  section  3(2)  of  the  Act that is an "individual
account plan"  and  "defined contribution"  plan  as described in
section  3(34)  of  the  Act  that  is  not  subject to Part 3 of
Subtitle B of Title I of the Act,  pursuant  to section 301(a)(8)
of the Act.

     Section 8.6   American Airlines, Inc., is the sponsor of the
Plan  and  the  Committee  or  its  delegate  shall  be  the Plan
Administrator, and shall have authority to manage  the  operation
and administration of the Plan.  The  Committee may designate one
or  more  individuals  to  carry  out  any  of its administrative
responsibilities  in  connection  with the Plan.  The Company may
employ  one  or  more  persons  to render advice to any director,
officer  or  employee  of  the   Company  with  respect  to  such
individual's responsibilities under  the Plan.  The Committee may
act by majority vote of its members  at  a meeting or by a signed
writing.   The  Committee  may engage agents to assist it and may
engage legal counsel  who  may  be legal counsel for the Company.
All   reasonable   expenses   incurred   by  the  Committee.   In
administering the Plan,  the Committee may conclusively rely upon
the Company's payroll  and personnel records and employee benefit
plan records maintained in  the ordinary course of business.  The
Board of Directors  may  remove  any member of a Committee at any
time and a member  may  resign  by written notice to the Board of
Directors.   The Committee shall have the exclusive discretionary
authority to interpret and construe the terms of the Plan and the
exclusive  discretionary  authority to determine eligibility for,
and   the   amount   of,   all   benefits   hereunder.  Any  such
determinations  or  interpretations  of  the  Plan adopted by the
Committee  shall  be  final  and  conclusive  and  shall bind all
parties.

                               11






                           ARTICLE IX
                             FUNDING

     Section 9.1    The  Company  will pay the entire cost of the
Plan,  through  the  Trust,  directly  or  under  Section 10.2 as
applicable. Amounts payable to an Active Funding Participant will
first be paid from the Trust through  amounts  credited  to  such
Participant's  Account.  Any remaining amounts payable,  and  all
amounts payable to Non-Active Funding Participants shall be  paid
as  they  become  payable from the Company's  general  assets  or
through a trust established pursuant to Section 10.2.

                            ARTICLE X
                              TRUST

     Section 10.1   The   Company   established   the   Trust, an
irrevocable trust   effective  October   15,  2002,  pursuant  to
the  Trust  Agreement  Under  Supplemental Retirement Program for
Officers of American Airlines,  Inc.,  to  fund  the  anticipated
after-tax distributions  of  Funded  Accrued Benefits  under  the
Plan,  as  determined  by  the  Committee  as of October 1, 2002.
Wachovia  Bank  National  Association  will  serve as the initial
Trustee of the Trust  and  will  hold  the Trust  assets  for the
purpose  of  accumulating funds to pay benefits under the Plan as
they  become due and  payable.  The Trust is a so-called "secular
trust" for Federal income tax purposes.  The assets of the  Trust
are not subject to the claims of creditors of the  Company or any
of its corporate  affiliates.  Moreover, the contributions to the
Trust and the  Trust's  earnings will generally be taxable income
to  Participants,  although  subsequent  distributions  from  the
already  taxed  amounts  will  be  made  to  Participants free of
Federal income tax.

     Section 10.2  To assist in the payment of Non-Funded Accrued
Benefits  following  a  Change  in Control or Potential Change in
Control (each as defined in the  1998 Long-Term Incentive Plan of
AMR,  or  its  successor  plan) with respect to AMR, the Board of
Directors  or  the  Company's  General  Counsel  or the Company's
Corporate  Secretary  may  establish  a  trust or utilize a trust
heretofore established, to fund Non-Funded Accrued Benefits under
the Plan.

     Section 10.3   The   trust   which  may  be  established  or
otherwise utilized pursuant to Section 10.2 will be maintained:

           (a)   with a nationally recognized banking institution
with experience in serving as a trustee for such matters,

           (b)  pursuant to such documentation as recommended  by
outside counsel to the Company, and

           (c)   funded so as to enable the trust to pay some  or
all  of  the Non-Funded Accrued Benefits contemplated  under  the
Plan,   as   may  be  determined  by  the  Company's  independent
compensation consultant, selected by the Company, in its sole and
absolute discretion.

                                  12






      Section  10.4    In addition, the Board of  Directors,  the
Company's  General  Counsel or the Company's Corporate  Secretary
may take those additional actions deemed reasonably necessary  to
accomplish the stated purpose of Section 10.2.


                           ARTICLE XI
                          ERISA RIGHTS

     Section 11.1    As  a  Participant  in  any  Funded  Accrued
Benefits under the Plan, you are entitled to certain rights   and
protections   under   ERISA.  ERISA  provides   that   all   Plan
Participants shall be entitled to:

     Examine, without charge, at the Plan Administrator's office,
  all  Plan  documents,  including  copies of all documents filed
  with  the  U.S.  Department  of  Labor,  such as Summary Annual
  Reports (SARs) and a copy of the latest Form 5500 annual report
  filed  by  the  Plan  with  the  U.S.  Department  of Labor and
  available at the  Public  Disclosure  Room  of the Pension  and
  Welfare  Benefit Administration.

     Obtain  copies   of   all  Plan  documents  and  other  Plan
  information  including copies of the latest  Form  5500  annual
  report  and current Summary Plan Description (SPD) upon written
  request  to the Plan Administrator. The Plan Administrator  may
  charge a reasonable amount for the copies.

     Receive  a   summary of the Plan's annual  financial  report
  (SAR).  The  Plan  Administrator  is required by law to furnish
  each Participant with a SAR.

     Obtain  a statement telling you whether you have a right  to
  receive a pension at  Normal Retirement Age under the Plan and,
  if so,  what  the  benefit amount would be at Normal Retirement
  Age  if  you  were  to stop working now. This statement must be
  requested in writing and is not required to be given more often
  than once  a   year.  This  statement  must be provided free of
  charge.

In  addition  to  creating  rights for Plan  Participants,  ERISA
imposes  duties  upon  the  people  responsible  for  the  Plan's
operation. The people who supervise the Plan's operation,  called
"Fiduciaries," have a duty to do their jobs prudently and  solely
in   the  interest  of  you  and  other  Plan  Participants   and
beneficiaries.  Fiduciaries who violate ERISA may be removed  and
required to make good any losses they have caused the Plan.

If  a  claim  for a benefit is denied or ignored in whole  or  in
part,  you  must receive a written explanation of the reason  for
the  denial.  You  have the right to have the Plan  Administrator
review  and reconsider the claim.  No one, including an  employer
or  any other person, may fire you or discriminate against you in
any way to prevent you from obtaining a benefit from the Plan  or
exercising your rights under ERISA.

Under  ERISA, there are steps you can take to enforce  the  above
rights.  For  instance, if you request materials from   the  Plan
Administrator and do not receive them within 30 days, you may sue
in federal court. The court may require the Plan Administrator to
provide  the  materials and pay you up to $110 a  day  until  you
receive  the  materials  -- unless the materials  were  not  sent
because  of reasons beyond the Plan Administrator's control.   If
you have a claim for benefits that is denied or ignored, in whole
or  in  part, you may file suit in a state or federal court.   In
addition,  if  you  disagree with the  Plan's  decision  or  lack
thereof  concerning the qualified status of a domestic  relations
order, you may file suit in federal court.

                                 13





If  the Plan's Fiduciaries misuse the Plan's money, or if you are
discriminated  against for asserting your rights,  you  may  seek
assistance  from the U.S. Department of Labor, or  you  may  file
suit  in  a  federal court. The court will decide who should  pay
court costs and legal fees. If you are successful, the court  may
order  the person you have sued to pay those costs and  fees.  If
you  lose  (i.e.,  if the court finds your claim frivolous),  the
court may order you to pay these costs and fees.

If  you  have  any  questions about the Plan,  contact  the  Plan
Administrator.  If there are  any questions about this section or
about  your  rights under ERISA, you should contact  the  nearest
office of the Pension and Welfare Benefits Administration of  the
U.S.  Department of Labor listed in your telephone  directory  or
the  Division of Technical Assistance and Inquiries, Pension  and
Welfare  Benefits Administration, U.S. Department of  Labor,  200
Constitution  Avenue, N.W. Washington, D.C 20210.  You  may  also
obtain    certain    publications   about   your    rights    and
responsibilities under ERISA by calling the publications  hotline
of the Pension and Welfare Benefits Administration.


                           ARTICLE XII
                        CLAIMS PROCEDURES

     Section 12.1  A claim for retirement benefits under the Plan
must  be submitted to the Plan Administrator at the time  and  in
the manner prescribed by the Plan Administrator.

If the Plan Administrator determines that you are not entitled to
receive  all or part of the benefits you claim, a notice will  be
provided to you within a reasonable period of time, but no  later
than  90  days from the day your claim was received by  the  Plan
Administrator.   This notice (which will be provided  to  you  in
writing  by  mail  or  hand  delivery,  or  through  email)  will
describe:

      The Plan Administrator's determination;

      The  basis  for  the determination (along with  appropriate
  references to pertinent Plan provisions on which the denial  is
  based);

      A  description  of any additional material  or  information
  necessary to perfect the claim and an explanation of  why  such
  material is necessary, and

      The  procedure you must follow to obtain a  review  of  the
  determination, including a description of the appeals procedure
  and  your  right to bring a cause of action for benefits  under
  section 502(a) of ERISA. This notice will also, if appropriate,
  explain  how you may properly complete your claim and  why  the
  submission of additional information may be necessary.

                               14






In  certain instances, the Plan Administrator may not be able  to
make  a determination within 90 days from the day your claim  for
benefits   was   submitted.   In  such   situations,   the   Plan
Administrator,  in its sole and absolute discretion,  may  extend
the  90-day  period  for up to 180 days,  as  long  as  the  Plan
Administrator provides you with a written notice
within the initial 90-day period that explains:

      The reason for the extension, and

      The date on which a decision is expected.

     Section 12.2   If  your claim for benefits is denied, either
in  whole  or  in  part,  you may appeal the Plan Administrator's
denial by requesting a review of your claim by the Committee  (or
its  delegate).   Your  written  request  for  an  appeal must be
received by the Plan Administrator within 60 days of the date you
received  your  notice  that  the  Plan Administrator denied your
claim.

As  part  of  your  appeal,  you  may  submit  written  comments,
documents,  records and other information relating to your  claim
for  benefits.  You may also request reasonable  access  to,  and
copies of, all documents, records, and other information relevant
to  your claim. You will not be charged for this information. The
Committee's   (or   its   delegate's)   review   of   the    Plan
Administrator's adverse determination will take into account  all
comments, documents, records and other information you submitted,
without  regard  to  whether such information was  submitted  and
considered  in the Plan Administrator's initial determination  of
your claim.

If,  after reviewing your appeal and any further information that
you  have submitted, the Committee (or its delegate) denies  your
claim,  either  in  whole or in part, a  notice  (which  will  be
provided  to you in writing by mail or hand delivery, or  through
email)  will  be  provided to you within a reasonable  period  of
time, but not later than 60 days from the day your request for  a
review was received by the Plan Administrator. In the event  that
an   extension of time for processing is required,  you  will  be
provided a written notice of the extension not later than 60 days
from  the day your request for a review was received by the  Plan
Administrator.   In  such  situations,  the  Committee  (or   its
delegate), in its sole and absolute discretion, may extend the 60-
day  period for up to 120 days, as long as the Committee (or  its
delegate)  provides you with a written notice within the  initial
60-day period that explains:

     The reason for the extension, and

     The date on which a decision is expected.

The   notice  describing  the  Committee's  (or  its  delegate's)
decision will describe:

     The  specific  reason or reasons for its decision, including
  any adverse determinations;

     References to the specific Plan or Base Defined Benefit Plan
  or  $uper $aver Plus Plan provisions on which the Committee (or
  its delegate)  based its determination;

      Your  right  to receive, upon request and free  of  charge,
  reasonable access to, and copies of, all documents, records, and
  other information relevant to your claim;

                                 15






      A  description of any voluntary appeals procedures, if any,
  and your right to obtain information about such procedures, and

      Your  right  to bring a cause of action for benefits  under
  section 502(a) of ERISA.


                          ARTICLE XIII
                  FINALITY OF DECISIONS OR ACTS

      Section  13.1   The Committee has the express authority  to
elect  the  actuarial  assumptions to  be  used  in  funding  any
benefits  payable under the Plan, to interpret any  provision  of
this  Plan and to determine, at its sole discretion, the  meaning
and  application of any such provision as to each  Paricipant  or
Beneficiary  under  the Plan, in accordance with  the  facts  and
circumstances of each particular claim.  Except for the right  of
a Participant or Beneficiary to appeal the denial of a claim, any
decision  or  action  of  the Committee, within  their  scope  of
authority,  shall be final and binding on all persons claiming  a
right  to  benefits under the Plan.  No benefit shall be  payable
that  the  Committee does not deem is payable under the terms  of
the Plan.


                           ARTICLE XIV
               GENERAL INFORMATION ABOUT YOUR PLAN


Plan Name:            The Supplemental Executive Retirement Program
                      (SERP) for Officers of American Airlines,
                      Inc.

Plan Sponsor:         American Airlines, Inc.
                      4333 Amon Carter Blvd.
                      MD 5146
                      Fort Worth, TX  76155

Employer ID No.:      13-1502798

Plan Number:          888

Type of Plan:         As described in Section 8.5

Plan Administrator:   American Airlines, Inc.
                      4333 Amon Carter Blvd.
                      MD 5112
                      Fort Worth, TX   76155
                      Telephone:  817-967-3558

                                16







Legal Agent:          C T Corporation System
                      Registered Office
                      350 North St. Paul Street
                      Dallas, TX  75201

Trustee:              Wachovia Bank National Association

Trustee(s) Address:   Wachovia Bank National Association
                      Attn:  Executive Services
                      One West Fourth Street
                      Winston-Salem, NC  27150

Funding  Arrangement: Company Assets for Non-Funded Accrued Benefits
                      Trust for Funded Accrued Benefits

Plan Year:            January 1 to December 31



                                17






AS AMENDED AND RESTATED EFFECTIVE OCTOBER 15, 2002.


                         American Airlines, Inc.


                         By:              /s/ Charles D. MarLett
                         Name & Title:    Charles D. MarLett,
                                          Corporate Secretary



                                 18







                                            EXHIBIT B

                      SUPPLEMENT NO. 9
                             TO
                         $UPER $AVER
                      $UPER $AVER PLUS





                      TABLE OF CONTENTS

                                                        Page
ARTICLE I DEFINITIONS                                      1

     Section 1.1 Account                                   1
     Section 1.2 AMS Employee                              1
     Section 1.3 Choice Year                               1
     Section 1.4 Company                                   1
     Section 1.5 Default Election or Default               2
     Section 1.6 Election or Elect                         2
     Section 1.7 Election Period                           2
     Section 1.8 Eligibility Service                       2
     Section 1.9 Employer Contribution Account             2
     Section 1.10 Employer Matching Contributions          2
     Section 1.11 Five-Year Break in Service               2
     Section 1.12 Laid Off Reno Employees                  2
     Section 1.13 One-Year Break in Service                2
     Section 1.14 Pension Plan                             2
     Section 1.15 Pensionable Pay                          3
     Section 1.16 Restoration Account                      3
     Section 1.17 Restoration Amount                       3
     Section 1.18 Sabre Dual Retirees                      3
     Section 1.19 $uper $aver Plus                         3
     Section 1.20 Vesting Service                          3

ARTICLE II ELIGIBILITY                                     3
     Section 2.1 Eligibility to Participate                3
     Section 2.2 Commencement of Participation             4

ARTICLE III CONTRIBUTIONS                                  5
     Section 3.1 Employer Matching Contributions           5

ARTICLE IV VESTING                                         5
     Section 4.1 Participant Vesting                       5
     Section 4.2 Crediting Vesting Service                 6
     Section 4.3 Forfeiture and Restoration of Non-Vested
     Benefits                                              6

ARTICLE V WITHDRAWALS DURING EMPLOYMENT                    8
     Section 5.1 Loans                                     8
     Section 5.2 Withdrawals                               8







               SUPPLEMENT NO. 9 TO $UPER $AVER
                      $UPER $AVER PLUS

                        INTRODUCTION

     Effective  January  1,  2001, American  Airlines,  Inc.
("Company") establishes $uper $aver Plus for the benefit  of
its  eligible  AMS  Employees  pursuant  to  the  terms  and
provisions of this Supplement No. 9 to the Plan. $uper $aver
Plus is intended to supplement the provisions of, and form a
part of, the Plan with respect to eligible AMS Employees (as
hereinafter defined, but specifically including Employees of
the  Company who are classified as an "agent," "management,"
"specialist,"    "representative,"   "support    personnel,"
"officer,"  or  "non-union employee" and  excluding  regular
Employees  of any other Affiliated Company and Employees  of
the  Company who are not specifically included  or  who  are
covered  by  a  collective  bargaining  agreement)  and,  in
conjunction  with  the  other provisions  of  the  Plan,  to
constitute a qualified plan under sections 401(a) and 401(k)
of the Code. Therefore, except as provided otherwise in this
Supplement No. 9, $uper $aver Plus shall be administered  in
accordance with the provisions of the Plan.

                          ARTICLE I
                         DEFINITIONS

     In  addition to the definitions set forth in the  Plan,
the  following  definitions, when used in  this  Supplement,
shall  have  the respective meanings set forth below  unless
the context clearly indicates otherwise:

     Section 1.1  Account means, in addition to the Accounts
described  in  Section  2.1  of the  Plan,  a  Participant's
Employer Contribution Account, maintained by the Trustee  or
the  Recordkeeper  reflecting  the  monetary  value  of  the
undivided  interest in the Trust Fund of  each  Participant,
each Former Participant and each Beneficiary attributable to
Employer Matching Contributions made pursuant to Super Saver
Plus on his behalf in accordance with Section 3.1 hereof.

     Section 1.2    AMS Employee means:

          (a)  a regular non-union employee of the Company,

          (b)  whose job is classified as agent, management,
specialist,  representative, support personnel,  officer  or
other non-union employee, and

          (c)   who  is paid on the Company's U.S.  payroll,
including Puerto Rico and the U.S. Virgin Islands.

     Section 1.3    Choice Year means a year in which an AMS
Employee   is  given  the  opportunity  to  choose   between
participating in $uper $aver Plus or the Pension Plan.

                               1






     Section 1.4    Company means American Airlines, Inc.

     Section 1.5    Default  Election or Default  means  the
decision  which will determine whether an AMS Employee  will
participate in $uper $aver Plus or the Pension Plan  in  the
event an Election is not made.

     Section 1.6    Election  or  Elect means an affirmative
choice made by an AMS Employee to participate in $uper $aver
Plus or the Pension Plan.

     Section 1.7    Election  Period means the 90 day period
in which an Election may be made.

     Section 1.8    Eligibility  Service  means  a  12 month
period of service with an Affiliated Employer, commencing on
the date  an Employee first performs an Hour of Service  for
an Affiliated Employer and, for each Plan  Year  thereafter,
commencing with first day of the Plan Year that includes the
first  anniversary of the date specified above, during which
the Employee performs at least the requisite number of Hours
of  Service  as determined under the Pension Plan  or  other
applicable plan. In the case of an Employee employed  as  an
American  Airlines  pilot  or an  American  Airlines  flight
attendant,  the  applicable plan is the  American  Airlines,
Inc.  Pilot  Retirement Benefit Program  or  The  Retirement
Benefit   Plan  of  American  Airlines,  Inc.   for   Flight
Attendants, respectively; and for an Employee represented by
the   Transport  Workers  Union  of  America,  AFL-CIO,  the
applicable  plan is The Retirement Benefit Plan of  American
Airlines, Inc. Employees Represented by the Transport Worker
Union of American, AFL-CIO.

     Section 1.9    Employer Contribution Account means  the
portion  of the individual Account maintained by the Trustee
or  the  Recordkeeper  for  each  Participant,  each  Former
Participant and each Beneficiary showing the monetary  value
of  the  person's  individual interest  in  the  Trust  Fund
attributable to Employer Matching Contributions.

     Section 1.10    Employer  Matching Contributions  means
contributions paid by the Company in accordance with Section
3.1 hereof.

     Section 1.11    Five-Year  Break  in  Service means any
five consecutive One-Year Breaks in Service.

     Section 1.12   Laid Off Reno Employees means the former
Reno Air employees who were laid off in July 2000.

     Section 1.13   One-Year  Break  in Service means a Plan
Year during  which an  Employee has  fewer  than  501  Hours
of Service.

     Section 1.14  Pension Plan means The Retirement Benefit
Plan  of  American  Airlines, Inc. for  Agents,  Management,
Specialists, Support Personnel and Officers.

                                 2






     Section 1.15   Pensionable  Pay  means the compensation
used  to  determine  benefits  under  the  Pension  Plan and
Section 3.1 of this Supplement No. 9.

     Section 1.16   Restoration  Account means a sub-account
of   the   Employer   Contribution   Account   to  which the
Restoration  Amount  is  credited in accordance with Section
4.2(b) of this Supplement No. 9.

     Section  1.17   Restoration Amount means the non-vested
amount  previously  forfeited from  a  Former  Participant's
Account by reason of a distribution or deemed distribution.

     Section  1.18   Sabre Dual Retirees means the group  of
Employees employed by the Company and Sabre Inc. and defined
as  "dual retirees" within the administrative records of the
Pension Plan.

     Section  1.19   $uper $aver Plus means the  program  of
benefits under this Supplement No. 9 to the Plan.

     Section 1.20    Vesting Service means service described
in  Section  4.2  hereof  required  to  be  performed  by  a
Participant   to   enable   such   Participant   to   obtain
nonforfeitable  rights to Employer Matching Contributions in
accordance with Section 4.1 hereof.

                         ARTICLE II
                         ELIGIBILITY

     Section 2.1    Eligibility to Participate. Effective on
and after  January  1,  2001,  an AMS Employee  is  eligible
to receive Employer Matching Contributions  as described  in
Section 3.1 of this Supplement No. 9 if he has completed the
required  period  of Eligibility Service and  he  Elects  or
Defaults  to  participate in $uper $aver Plus in  accordance
with  the  terms  of  this Section 2.1. Notwithstanding  the
foregoing,  an  Employer  Matching  Contribution   will   be
contributed  to  a  Participant's Employer Matching  Account
only to the extent provided in Section 3.1.

     (a)   Choice Year 2000.  All AMS Employees are entitled
to  choose to participate in $uper $aver Plus or the Pension
Plan as follows:

          (i)  AMS Employees Hired Prior to January 1, 2000.
     These  AMS Employees may Elect to participate in  $uper
     $aver Plus.  They will Default to participation in  the
     Pension Plan.

          (ii)  AMS  Employees Hired On or After January  1,
     2000.  These AMS Employees may Elect to participate  in
     the Pension Plan. They will Default to participation in
     $uper $aver Plus.

          (iii)     AMS Employees on Leave of Absence as  of
     December  31,  2000, with Right of Recall.   These  AMS
     Employees will be given an Election Period during which
     to  make  an Election upon their return from  leave  of
     absence.  The  Election Period shall  commence  on  the
     first  day  of the month following the month  in  which
     they return to work. They will Default to participation
     as described in (i) or (ii) above as applicable.

                                 3






          (iv)  AMS  Employees Transferred  to  Non-Eligible
     Employment on or before December 31, 2000.   These  AMS
     Employees will be given an Election Period during which
     to  make an Election if they subsequently return  to  a
     position  as  an  eligible AMS Employee.  The  Election
     Period  shall  commence on the first day of  the  month
     following  the month of transfer. They will Default  to
     participation  as  described in (i) or  (ii)  above  as
     applicable.

     (b)   Choice Year 2001. Those Employees who in 2001 are
newly   hired  AMS  Employees  (including  Employees   whose
employment terminated prior to January 1, 2001 and who  were
reemployed  as  an  AMS  Employee  in  2001)  or   Employees
transferred  to positions as AMS Employees are  entitled  to
choose  to  participate in $uper $aver Plus or  the  Pension
Plan,  and  they  are eligible to receive Employer  Matching
Contributions  commencing after they  meet  the  eligibility
requirements and Elect or Default to participation in  $uper
$aver Plus as follows:

               (i)   Newly  Hired AMS Employees.  These  AMS
     Employees  may  Elect during their Election  Period  to
     participate in the Pension Plan. They will  Default  to
     $uper  $aver  Plus. Their Election Period commences  on
     the  first  day  of the month after completion  of  six
     months of service following the date of hire.

               (ii)  Employees Transferred to  Positions  as
     AMS  Employees.   Except as provided in (a)(iv)  above,
     these  AMS  Employees may Elect during  their  Election
     Period  to  participate in the Pension Plan. They  will
     Default  to  $uper  $aver Plus. Their  Election  Period
     commences  on the first day of the month following  the
     month of transfer.

               (iii)     Notwithstanding (b)(ii) above,  the
     following  employee groups may Elect to participate  in
     $uper  $aver Plus but they will Default to the  Pension
     Plan,  and their Election Period commences on the first
     day of the month following the month of transfer:

                    (A)  Sabre Dual Retirees

                    (B)  Laid Off Reno Employees

                    (C)    Employees  transferred   from   a
          position   covered  by  a  collective   bargaining
          agreement.

               (iv) Notwithstanding anything to the contrary
     in  (b)(i), (ii), or (iii) above, once an AMS  Employee
     has  an  Election or a Default Election on  file,  that
     Election or Default Election will not be changed due to
     a subsequent return to a position as an AMS Employee.

                                  4






     (c)  No other Employee of the Company or any Affiliated
Company is eligible to Participate in $uper $aver Plus.

     Section 2.2    Commencement of Participation.
Participation in $uper $aver Plus shall commence as soon  as
administratively  possible after the AMS Employee  satisfies
the  conditions of eligibility, including completion of  the
required  period  of  Eligibility  Service  and  making   an
Election or Default Election, in accordance with Section 2.1
hereof,  but  in no event shall such participation  commence
later  than  6  months after all such conditions  have  been
satisfied.

                         ARTICLE III
                        CONTRIBUTIONS

     Section 3.1    Employer Matching Contributions.

          (a)   Subject  to  the  provisions  of  the  Plan,
including  the  restrictions and  limitations  contained  in
ARTICLE  VI and ARTICLE VII of the Plan, commencing  on  and
after  the Effective Date, the Company shall contribute  for
each Plan Year as an Employer Matching Contribution 100%  of
the  Employee  Before-tax Contributions  up  to  5.5%  of  a
Participant's  Pensionable Pay contributed to  the  Plan  on
behalf   of  such  Participant  as  an  Employee  Before-tax
Contribution.  For  purposes  of  this  Section   3.1,   the
determination   of   the  percentage  of   a   Participant's
Pensionable  Pay contributed to the Plan on behalf  of  such
Participant shall be made on a year-to-date basis.

          (b)   Employer Matching Contributions made to  the
Plan pursuant to this Section 3.1 generally shall be made as
soon  as administratively feasible following each pay  date,
and in no event later than the date described in Section 4.7
of the Plan.

                         ARTICLE IV
                           VESTING

     Section 4.1    Participant Vesting.

          (a)   A  Participant's nonforfeitable interest  in
his  Employer  Contribution Account shall be  determined  as
follows:

 Years of Vesting Service      Vesting Percentage
       Less than 3                     0%
        3 or more                     100%

Notwithstanding anything to the contrary contained  in  this
Section  4.1,  amounts credited to a Participant's  Employer
Contribution  Account  shall become fully  vested  upon  the
occurrence, while employed by an Affiliated Company, of  any
of  the  following  events,  whether  or  not  he  has  then
completed  the  years of Vesting Service required  for  full
vesting:

               (i)   the  Participant's  attainment  of  his
     Normal Retirement Date

                                  5






               (ii)   the Participant's Disability; or

               (iii)  the Participant's death.

          (b)   The  value of a Participant's nonforfeitable
interest  in  his  Employer Contribution  Account  shall  be
determined as of the Valuation Date.

     Section 4.2    Crediting Vesting Service.

          (a)   For  purposes of Section 4.1, a  Participant
will  be credited with one year of Vesting Service for  each
Plan Year in which he completes 1,000 Hours of Service.  All
service  for  an  Affiliated Company  will  be  included  in
determining  such Employee's years of Vesting  Service.  The
Recordkeeper   may   establish  separate   subaccounts   for
Employees, or classifications of Employees, as necessary  to
calculate the vesting requirements of this $uper $aver Plus.

          (b)  Except as provided in the following sentence,
in the case of an Employee who terminates employment with an
Employer and who later resumes employment with the Employer,
years  of  Vesting  Service  prior  to  his  resumption   of
employment shall be credited to such Employee. However, if a
Participant did not have a nonforfeitable right  to  amounts
credited to his Employer Contribution Account at the time of
his  termination  of  employment with an  Employer  and  the
Participant  incurs  a  Five-Year  Break  in  Service,   his
employment  with an Employer after such Five-Year  Break  in
Service  shall not be taken into account in determining  the
Participant's  nonforfeitable  percentage  in  his  Employer
Contribution   Account   derived  from   Employer   Matching
Contributions that accrued prior to such Five-Year Break  in
Service.

          (c)  Solely for the purpose of determining a Five-
Year   Break   in  Service,  the  Plan  shall  credit   each
Participant  with  hours of service for  each  hour  in  any
customary period of work, during which the Participant is on
an unpaid leave of absence granted as such by an Employer or
a  parental  leave  of  absence,  but  only  to  the  extent
necessary  to  prevent a One-Year Break in Service,  and  in
accordance  with  applicable law and uniformly  administered
policy.  Persons on an unpaid military leave  shall  receive
hours of service credit for the period that their employment
rights are protected by law, to the extent required by law.

     Section 4.3    Forfeiture and Restoration of Non-Vested
Benefits.

          (a)   If a Participant terminates employment  with
an  Affiliated Company prior to the time he is fully  vested
in  amounts  credited to his Employer Matching Account,  the
non-vested portion of the Participant's benefits under $uper
$aver   Plus,  if  any,  shall  be  forfeited,  subject   to
restoration as provided in Section 4.3(c) hereof, as of  the
earlier to occur of:

               (i)   in the case where the Participant  does
     not receive a distribution of his entire vested Account
     balance, on the last day of the Plan Year in which  the
     Participant first incurs a Five-Year Break  in  service
     or

                               6






               (ii)   immediately  upon   receipt   of   his
     distribution if the Participant receives a distribution
     of his entire vested Account balance.

          (b)   For purposes of this Section 4.2(c), if  the
vested  balance of a Participant's Employer Matching Account
is zero, the Participant shall be deemed to have received  a
distribution  of  such vested Account at  the  time  of  his
termination of employment. The forfeited amount shall remain
in  the Trust Fund and shall be applied first to restore the
Employer  Contribution  Accounts of Former  Participants  in
accordance  with  Section 4.3(c) and then to  reduce  future
Employer  Matching Contributions under $uper $aver Plus  for
the  Plan  Year  during  which the  effective  date  of  the
distribution  (or,  if applicable, the  Five-Year  Break  in
Service) occurs.

          (c)  In the case of a Former Participant whose non-
vested  Account  balance  was  forfeited  by  reason  of   a
distribution (or deemed distribution) to the Participant, if
such individual returns to employment with an Employer prior
to  incurring  a  Five-Year Break  in  Service,  the  amount
previously forfeited from such individual's Account shall be
restored  (unadjusted for any gains or losses)  as  part  of
such  individual's  Account  and  credited  to  an  Employer
contribution    sub-account,    hereinafter    called    the
"Restoration Account", if the Participant repays to the Plan
the full amount of the distribution prior to the earlier of:

               (i)  the Plan's termination, or

               (ii)  the  lapse of five years following  the
     Participant's  reemployment by the  Employer  (provided
     that the Participant must be an Employee at the time of
     repayment.)

          (d)   A  Participant's forfeiture  incurred  as  a
result  of  a  deemed  distribution shall  be  automatically
restored  if the Participant returns to employment  with  an
Employer prior to the earlier of:

               (i)  the Plan's termination, or

               (ii)  his  incurring  a  Five-Year  Break  in
     Service.

          (e)   As  of  the Valuation Date that  immediately
follows the repayment
described in Section 4.3(c), and prior to any allocation of:

               (i)   the  Trust  Fund earnings  pursuant  to
     Section 8.5 of the Plan,

               (ii)  forfeitures pursuant to Section  4.3(a)
     hereof or

               (iii)    Employer   Matching    Contributions
     pursuant   to  Section  3.1  hereof,  there  shall   be
     allocated  to the Participant's Restoration Account  an
     amount  (the  "Restoration Amount") of the  Trust  Fund
     equal  to  the amount of his previously forfeited  non-
     vested Account balance. The Restoration Amount shall be
     credited first against forfeitures arising for the Plan
     Year,  and  if  such forfeitures are not sufficient  to
     satisfy the Restoration Amount in full, the Restoration
     Amount shall be satisfied out of Employer contributions
     for  the  Plan  Year,  which  contributions  shall   be
     supplemented  for the Plan Year by an amount  equal  to
     such  remainder.  The Restoration Amount shall  not  be
     deemed an Annual Addition, as defined Section 7.2(a)(i)
     of  the  Plan,  or portion thereof for  any  Limitation
     Year.  The  Pension  Benefits Administration  Committee
     shall  give  timely notice to any rehired Employee,  if
     such  Employee is eligible to make a repayment, of  his
     right  to make such repayment before the expiration  of
     the periods specified above, and such notice shall also
     include  an  explanation  of the  consequences  of  not
     making such repayment.

                                 7






                          ARTICLE V
                WITHDRAWALS DURING EMPLOYMENT

     Section 5.1    Loans.    In   determining   the  amount
available to  a Participant for a loan under Section 11.2 of
the  Plan,  the   amount   of   the  Participant's  Employer
Contributions Account may be included with the Participant's
Employee  After-tax  Account,   the  Participant's  Employee
Before-Tax Contribution Account, Profit Sharing Fund Account,
Rollover Account  and  Prior Plan Account, if any, but  only
to the extent the Employer Contributions Account is vested.

     Section 5.2    Withdrawals.   No in service withdrawals
of  amounts  credited  to   Employer  Matching  Contribution
Accounts are allowed.