DEFERRED SHARE AWARD AGREEMENT

This Deferred Share Award Agreement (the “Agreement”) is effective as of July 20, 2009, by and between AMR Corporation, a Delaware corporation (the “Corporation”), and [FIRST NAME LAST NAME], employee number [EMPLOYEE NUMBER]   (the “Employee”), an officer or key employee of one of the Corporation’s Subsidiaries.

WHEREAS, pursuant to the AMR Corporation 2009 Long Term Incentive Plan (as amended, the “LTIP”), the Compensation Committee (the “Committee”) of the Board of Directors of the Corporation (the “Board”) has determined that the Employee is an officer or key employee and has further determined to make an award of deferred stock from and pursuant to the LTIP (the “Award”) to the Employee as an inducement for the Employee to remain an employee of one of the Corporation’s Subsidiaries.

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

Subject to the terms and conditions of this Agreement, the Employee is hereby granted the Award effective as of July 20, 2009 (the “Grant Date”), in respect to [NUMBER] shares of the Corporation’s Common Stock (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 20, 2012 (such date hereby established as the “Vesting Date” of the Award).

Distribution with respect to the Award 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, directly or indirectly, by the Corporation as of the Vesting Date, the Shares covered by the Award will be paid by the Corporation to the Employee on or about the Vesting Date.

(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, 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-rata basis will be a percentage where: (i) the denominator of which is 36, and (ii) the numerator of which is the number of months from the Grant Date through the month of Early Termination, inclusive.  The Shares comprising the pro-rata Award will be paid by the Corporation 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) on or about the Vesting Date, subject to Section 2(e) of this Agreement.  Notwithstanding the foregoing, in no event will a payment be provided to the Employee unless and until the Employee’s Retirement or termination not for Cause constitutes a “separation from service” for purposes of Treasury Regulation 1.409A-1(h) or successor guidance thereto.

(c)           In the event of a Change in Control of the Corporation prior to the payment of the Shares subject to the Award, such payment will be made within 60 days of the date of the Change in Control.  In such event, the Vesting Date will be the date of the Change in Control.

(d)           Notwithstanding the terms of Sections 2(a), 2(b) and 2(c), the Award will be forfeited in its entirety if prior to the Vesting Date:

(e)   Notwithstanding the third sentence of Section 2(b) above, if the Employee is a “specified employee” pursuant to Treasury Regulation 1.409A-1(i) or successor guidance thereto, any payment on account of his or her Retirement or termination not for Cause shall