Exhibit 10.53
December 8, 2004
▇▇▇▇▇▇ ▇▇▇▇▇, PhD.
President
University of Pennsylvania
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ 19104
Dear ▇▇▇▇▇▇:
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 the date actually paid, at the prime rate which The Chase
Manhattan Bank (National Association) from time to time charges in New York for
90-day loans to responsible commercial borrowers, such interest to be compounded
monthly.
3. The total amount to be paid on a deferred basis plus the
aggregate amount of interest accrued thereon will be paid to you in a lump sum
distribution within 30 days of the date when you cease to be a Director of AMR
Corporation.
4. In the event of your death, the number of Stock Equivalent Units
as of your date of death will be multiplied by the fair market value of AMR
stock during the calendar month immediately preceding your death, and the amount
paid to the Trustees under your Revocable Agreement of Trust, dated September
15, 1997, as amended November 3, 1997, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ and Trustee.
If the foregoing is satisfactory to you, please indicate by signing
one of the originals (two are enclosed) and returning it to me.
Very truly yours,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Corporate Secretary
Accepted and agreed:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇
12/15/04
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Date