DEFERRED SHARE AWARD AGREEMENT
This AGREEMENT is amended and restated as of March 29,
2006, by and between AMR Corporation, a Delaware corporation
(the "Corporation") and an officer or a key employee of one
of the Corporation's Subsidiaries (the "Employee") as
identified in the e-mail or mail notification sent to the
Employee on April x, 2006 (the "Notification").
WHEREAS, pursuant to the 2003 Employee Stock Incentive
Plan, as it may be amended from time to time (the "ESIP"),
the Compensation Committee of the Board of Directors (the
"Committee") has determined that the Employee is an officer
or key employee and has further determined to make an award
of Deferred Shares to the Employee as an inducement for the
Employee to remain with one of the Corporation's
Subsidiaries and to motivate the Employee during such
NOW, THEREFORE, the Corporation and the Employee hereby
agree as follows:
1. Grant of Award.
The Employee is hereby granted as of July 26, 2004 (the
"Grant Date") a deferred share award (the "Award"), subject
to the terms and conditions of this Agreement, as amended
and restated, with respect to the number of shares of Common
Stock set forth in the Notification (the "Shares"). Subject
to the terms and conditions of this Agreement, the Shares
covered by the Award will vest, if at all, in accordance
with Section 2 hereof, on July 26, 2007 (such date hereby
established as the "Vesting Date" of the Award).
2. Distribution of Award.
Distribution with respect to the Award, on the Vesting