Deferred Share Award Agreement (2006)Full Document 

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               DEFERRED SHARE AWARD AGREEMENT

     This  Deferred Share Award Agreement (this "Agreement")
is  effective as of July 24, 2006, and is 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
notification  sent  to  the Employee  described  below  (the
"Notification").

     WHEREAS, pursuant to the AMR Corporation 1998 Long Term
Incentive  Plan, as amended  (the "LTIP"), 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 from and pursuant to the LTIP 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 employment.

     NOW, THEREFORE, the Corporation and the Employee hereby
agree as follows:

     1.   Grant of Award.

     The Employee is hereby granted effective as of July 24,
2006   (the  "Grant  Date")  a  deferred  share  award  (the
"Award"),  subject  to  the terms  and  conditions  of  this
Agreement,  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 24, 2009 (such  date  hereby
established as the "Vesting Date" of the Award).

     2.   Distribution of Award.

     Distribution with respect to the Award, on the  Vesting
Date,  will  occur,  if  at  all,  in  accordance  with  the
following terms and conditions:

     (a)   If the Employee is on the payroll of a Subsidiary
that  is  wholly owned by the Corporation as of the  Vesting
Date, the Shares will be distributed to the Employee on July
24, 2009.

     (b)   In  the  event the Employee's employment  with  a
Subsidiary  of the Corporation is terminated  prior  to  the
Vesting  Date  due to the Employee's death,  Disability  (as
defined  in  section 409A(a)(2)(C) of the  Internal  Revenue
Code  of  1986,  as  amended, (the "Code")),  Retirement  or
termination not for Cause (each an "Early Termination"), the
Shares  covered  by the Award will vest on a pro-rata  basis
and  will be paid to the Employee (or, in the event  of  the
Employee's death, the Employee's designated beneficiary  for
the purposes of the Award, or in the absence of an effective
beneficiary designation, the Employee's estate).   The  pro-


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