Deferral of Director's Fees

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                                                                   Exhibit 10.53

                                                                December 8, 2004

Judith Rodin, PhD.

President

University of Pennsylvania

100 College Hall

Philadelphia, PA    19104

Dear Judith:

            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. Interest will be accrued on the amounts to be paid on a deferred

basis pursuant to paragraph 1 above, from the date such fees would otherwise

have been paid to