2009/2011 PERFORMANCE SHARE AGREEMENT

This 2009/2011 Performance Share Agreement (“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” or the “Recipient”), an officer or key employee of one of the Corporation’s Subsidiaries.

WHEREAS, pursuant to the 2009/2011 Performance Share Plan for Officers and Key Employees (the “Plan”) adopted by the Compensation Committee (the “Committee”) of the Board of Directors of the Corporation (the “Board”), the Committee has determined to make an award to the Employee (subject to the terms of the Plan and this Agreement), as an inducement for the Employee to remain an employee of one of the Corporation’s Subsidiaries during the time frame of 2009 - 2011 and to retain and motivate such Employee during such employment.

This Agreement sets forth the terms and conditions attendant to the Award under the Plan.

1.            Grant of Award .  Subject to the terms and conditions of this Agreement, the Plan and the AMR Corporation 2009 Long Term Incentive Plan (as amended, the “LTIP”), the Recipient is hereby granted an award (the “Award”) effective as of July 20, 2009 (the “Grant Date”), in respect to [NUMBER] shares of the Corporation’s Common Stock (“Common Stock”).  The Award shall vest, if at all, in accordance with Section 2 of this Agreement.  On or about the date the Award vests (if at all), the Recipient will receive a payment from the Corporation of a combination of cash and/or Common Stock.  The Committee will determine the amount of the Award to be paid in cash, if any (the “Cash Award”), and the amount of the Award to be settled in shares of Common Stock, if any (the “Stock Distribution”).  Any such Cash Award will be paid on or about April 30, 2012 (such Cash Award will be made pursuant to the Annual Incentive Plan, as applicable).  The Stock Distribution will be paid on or about April 18, 2012 (such Stock Distribution will be made from shares available for issuance under the LTIP and/or another equity compensation plan).  Subject to Section 2 below and the terms of the Plan, the sum of the Cash Award and the Stock Distribution will equal the product of: (a) the Fair Market Value of the Common Stock on April 18, 2012, and (b) the number of shares of Common Stock comprising the Award.

(a)           The Award will vest, if at all, in accordance with Schedule A, attached hereto and made a part of this Agreement.

(b)           In the event the Employee’s employment with one of the Corporation’s Subsidiaries is terminated prior to the end of the measurement period set forth in Schedule A (the “Measurement Period”) due to his or her death, Disability, Retirement (subject to the second paragraph of Section 4) or termination not for Cause (each an “Early Termination”), the Award will vest, if at all, 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 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 January 1, 2009 through the month of Early Termination, inclusive.  The cash and/or Common Stock subject to this pro-rata Award will be paid to the Recipient at the same time as Cash Awards and Stock Distributions under the Plan are paid to then current employees who have Awards under the Plan, subject to Section 2(f) 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 the Recipient’s employment with one of the Corporation’s Subsidiaries is terminated for Cause, or if the Recipient terminates such employment with such Subsidiary prior to his or her Retirement, each occurring prior to April 18, 2012, the Award shall be forfeited in its entirety.

(d)   If, prior to April 18, 2012, the Recipient becomes an employee of a Subsidiary that is not wholly-owned, directly or indirectly, by the Corporation, or if the Recipient begins a leave of absence without reinstatement rights, then in each case the Award shall be forfeited in its entirety.

(e)   In the event of a Change in Control of the Corporation prior to the payment of the cash and/or Common Stock 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.

(f)   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 not be paid until following the earlier of: (i) the sixth month anniversary of the date of separation from employment due to Retirement or termination not for Cause or (ii) the date of the Employee’s death.

(g)   To the extent the Cash Award and/or Stock Distribution subject to the Award is otherwise payable pursuant to this Agreement and except as otherwise provided herein, such Cash Award and/or Stock Distribution will be paid on the applicable dates and events specified herein (each a “Payment Date”); provided, however, in no event shall any such payment be made later than the 15th day of the third month of the calendar year immediately following the calendar year in which the Payment Date occurs.

3.            Transfer Restrictions .  This Award is non-transferable, other than by will or by the laws of descent and distribution, and may not otherwise be assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process.  Upon any attempt by the Recipient (or the Recipient’s successor in interest after the Recipient’s death) to effect any such disposition, or upon the levy of any such process, the Award may immediately become null and void and of no further validity, at the discretion of the Committee.

4.   Miscellaneous . This Agreement (a) shall be binding upon and inure to the benefit of any successor of the Corporation, (b) shall be governed by the laws of the State of Texas and any applicable laws of the United States, and (c) may not be amended without the written consent of both the Corporation and the Employee.  Notwithstanding the foregoing, this Agreement may be amended from time to time without the written consent of the Employee pursuant to Section 8 below and as permitted by the Plan or the LTIP.  No contract or right of employment shall be implied by this Agreement.

In the event the Employee’s employment is terminated by reason of Early or Normal Retirement and the Employee is subsequently employed by a competitor (as determined in the Board’s discretion) of the Corporation or any of its Subsidiaries prior to the complete payment of the cash and/or Common Stock subject to the Award, the Corporation reserves the right, upon notice to the Employee, to declare the Award forfeited and of no further validity.

In consideration of the Employee’s privilege to participate in the Plan and receive the Award under this Agreement, the Employee agrees: (i) not to disclose any trade secrets of, or other confidential or restricted information of the Corporation or any of its Subsidiaries to any unauthorized party; (ii) not to make any unauthorized use of such trade secrets or confidential or restricted information during or after his or her employment with any Subsidiary of the Corporation; and (iii) not to solicit any then current employees of any Subsidiary of the Corporation to join the employee at his or her new place of employment after such employment has terminated.  In addition to all other rights and remedies available to the Corporation, the failure by the employee to abide by the foregoing obligations shall result in his or her award being forfeited in its entirety.

The Employee shall not have the right to defer any payment of the Cash Award or the Stock Distribution.  Except as provided in this Agreement, the Committee and Corporation shall not accelerate the payment