Deferred Share Award Agreement (2006)Full Document 

Start of Preview

     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

End of Preview