STOCK APPRECIATION RIGHT AGREEMENT

STOCK APPRECIATION RIGHT AGREEMENT (this “Agreement”) is granted effective as of July 20, 2009, by AMR Corporation, a Delaware corporation (the “Corporation”), to [FIRST NAME LAST NAME], employee number [EMPLOYEE NUMBER], an employee of the Corporation or one of its Subsidiaries (the “Grantee”).

WHEREAS, the stockholders of the Corporation approved the AMR Corporation 2009 Long Term Incentive Plan at the Corporation’s annual meeting held on May 20 2009 (such plan, as may be amended from time to time, to be referenced the “LTIP”);

WHEREAS, the LTIP provides for the grant of stock appreciation rights in respect of shares of the Corporation’s Common Stock (as later defined) to those individuals selected by the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) or, in lieu thereof, the Board; and

WHEREAS, the Committee has determined that it is to the advantage and interest of the Corporation to grant the stock appreciation right provided for herein to the Grantee as an incentive for Grantee to remain in the employ of the Corporation or one of its Subsidiaries, and to provide Grantee an incentive to increase the value of the Corporation’s Common Stock, $1 par value (the “Common Stock”).

NOW, THEREFORE:

1.   Stock Appreciation Right Grant.  The Corporation hereby grants to the Grantee effective the date of this Agreement (the “Grant Date”) a stock appreciation right, subject to the terms and conditions hereinafter set forth, in respect of an aggregate of [NUMBER] shares of Common Stock.  The base price (“Base Price”) of each such stock appreciation right is $[Base Price] per share (which is the Fair Market Value of the Common Stock on the date hereof).  The stock appreciation right granted hereby is exercisable in approximately equal installments on and after the following dates and with respect to the following number of shares of Common Stock:

provided, that in no event shall this stock appreciation right be exercisable in whole or in part ten years from the Grant Date.  The right to exercise this stock appreciation right and to purchase the number of shares comprising each such installment shall be cumulative, and once such right has become exercisable it may be exercised in whole at any time and in part from time to time until the date of termination of the Grantee’s rights hereunder.

2.   Restriction on Exercise.  Notwithstanding any other provision hereof, this stock appreciation right shall not be exercised if at such time such exercise or the delivery of certificates representing shares of Common Stock purchased pursuant hereto shall constitute a violation of any rule of the Corporation, any provision of any applicable federal or state statute, rule or regulation, or any rule or regulation of any securities exchange on which the Common Stock may be listed.

3.   Exercise.  This stock appreciation right may be exercised with respect to all or any part of the shares of Common Stock then subject to such exercise in accordance with Section 1 pursuant to whatever procedures may be adopted from time to time by the Corporation.  Upon the exercise of this stock appreciation right, in whole or in part, the Grantee shall be entitled to receive from the Corporation a number of shares of Common Stock equal in value to the excess of the Fair Market Value (on the date of exercise) of one share of Common Stock over the Base Price, multiplied by the number of shares in respect of which the stock appreciation right is being exercised.  The number of shares to be issued shall be calculated on the basis of the Fair Market Value of the shares on the date of exercise.  Notwithstanding the foregoing, the Committee may elect, at any time and from time to time, in lieu of issuing all or any portion of the shares of Common Stock otherwise issuable upon any exercise of any portion of this stock appreciation right, to pay the Grantee an amount in cash or other marketable property of a value equivalent to the aggregate Fair Market Value on the date of exercise of the number of shares of Common Stock that the Committee is electing to settle in cash or other marketable property.  Additionally, notwithstanding anything to the contrary contained in this Agreement, (i) any obligation of the Corporation to pay or distribute any shares under this Agreement is subject to and conditioned upon the Corporation having sufficient stock in the LTIP to satisfy all payments or distributions under this Agreement and the LTIP, and (ii) any obligation of the Corporation to pay or distribute cash or any other property under this Agreement is subject to and conditioned upon the Corporation having the right to do so without violating the terms of any covenant or agreement of the Corporation or any of its Subsidiaries.  The amount of such cash, property, and/or shares of Common Stock shall be reduced by the aggregate amount of federal