Deferral of Director's Fees

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                                                                   Exhibit 10.44

                                                                December 8, 2004

Mr. Joe M. Rodgers

Chairman

The JMR Group

P. O. Box 158838

Nashville, TN 37215-8838

Dear Joe:

            This will confirm the following agreement relating to the deferral

of your director's fees in 2005.

            1. All director's fees and retainers ("Fees") payable to you in

connection with your service on the boards of directors (including committees of

such boards) of AMR Corporation and American Airlines, Inc. for the period

January 1, 2005 through December 31, 2005, will be deferred and paid to you in

accordance with this letter agreement.

            2. Fees will be converted to Stock Equivalent Units in accordance

with the Director