Exhibit 10.4


              2006 - 2008 PERFORMANCE SHARE AGREEMENT


      This  2006  - 2008 Performance Share Agreement ("Agreement")
effective  as of July 24, 2006, by and between AMR Corporation,  a
Delaware  corporation (the "Corporation"), and an officer  or  key
employee  of one of the Corporation's Subsidiaries (the "Employee"
or  the "Recipient") as identified in the notification sent to the
Employee described below (the "Notification").

      WHEREAS, pursuant to the 2006 - 2008 Performance Share  Plan
for  Officers  and  Key  Employees, as adopted  by  the  Board  of
Directors  of  the  Corporation (the  "Board"),  the  Compensation
Committee of the Board (the "Committee") has determined to make an
award  (the  "Award",  as set forth in the  Notification)  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  2006  -  2008
and   to   retain  and  motivate  such  Employee  during   his/her
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 Recipient is hereby granted an  Award  as  of
July  24,  2006 (the "Grant Date").  The Award shall vest,  if  at
all,  in accordance with Section 2 of this Agreement.  On the date
the  Award vests (if at all), Recipient will receive a combination
of  cash  and  the Corporation's Common Stock. The Committee  will
determine  the amount of the Award to be paid in cash  (the  "Cash
Award") and the amount of the Award to be settled in shares of the
Corporation's  Common Stock (the "Stock Distribution").  The  Cash
Award will be paid on April 30, 2009 (such Cash Award will be made
pursuant  to  the  Annual Incentive Plan). The Stock  Distribution
will occur on April 16, 2009 (such Stock Distribution will be made
from  and pursuant to the AMR Corporation 1998 Long Term Incentive
Plan, as amended (the "LTIP")). 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 15, 2009, and (b) the number of
shares of Common Stock comprising the Award.

     2.   Vesting.

     (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 Recipient's employment with one  of  the
Corporation's Subsidiaries is terminated prior to the end  of  the
three  year  measurement  period set  forth  in  Schedule  A  (the
"Measurement Period") due to the Recipient's death, Disability (as
defined  in section 409A(a)(2)(C) of the Internal Revenue Code  of
1986, as amended, (the "Code")), 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


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beneficiary  designation, the Employee's  estate).   The  pro-rata
basis  will  be a percentage where the denominator is 36  and  the
numerator is the number of months from January 1, 2006 through the
month  of Early Termination, inclusive.  This pro-rata basis  will
be paid to the Recipient at the same time as Cash Awards and Stock
Distributions are made to then current employees who  have  Awards
under the Plan, subject to Section 2(f) of this Agreement.

      (c)   In  the event Recipient's employment with one  of  the
Corporation's  Subsidiaries is terminated for  Cause,  or  if  the
Recipient terminates his/her employment with such Subsidiary, each
occurring prior to April 15, 2009, the Award shall be forfeited in
its entirety.

     (d)  If prior to April 15, 2009, 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 distribution of the Award, the Award will be paid 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.  The  term
"Change  in Control" is defined for purposes of this Agreement  in
Section 7.

     (f)   Notwithstanding the provisions of Section 2(b), if  the
Employee  is a person subject to section 409A(a)(2)(B)(i)  of  the
Code, any payment on account of Retirement or termination not  for
Cause  of  the  Employee shall be delayed until  the  sixth  month
anniversary  of  the  date of separation from  employment  due  to
Retirement or termination not for Cause.

      3.    Transfer Restrictions.  This Award is non-transferable
otherwise 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,  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
Recipient.  Notwithstanding the foregoing, this Agreement  may  be
amended  from  time  to time without the written  consent  of  the
Grantee pursuant to Section 8 below and pursuant to the Plan.   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 of  the  Corporation,  the
Corporation  reserves the right, upon notice to the  Employee,  to
declare the Award forfeited and of no further validity.


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            In  consideration  of  the  Employee's  privilege   to
participate  in the Plan, the Employee agrees (i) not to  disclose
any trade secrets of, or other confidential/restricted information
of,  American Airlines, Inc. ("American") or its Affiliates to any
unauthorized  party and (ii) not to make any unauthorized  use  of
such  trade  secrets  or  confidential or  restricted  information
during  his  or her employment with American or its Affiliates  or
after such employment is terminated, and (iii) not to solicit  any
then  current  employees of American or any other Subsidiaries  of
the  Corporation to join the Employee at his or her new  place  of
employment  after  his  or her employment  with  American  or  its
Affiliates is terminated. The failure by the Employee to abide  by
the   foregoing  obligations  shall  result  in  the  Award  being
forfeited in its entirety.

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

          Any Cash Award will be net of applicable withholding and
social  security  taxes. The Employee will pay to the  Corporation
timely   any  and  all  such  taxes  on  account  of   the   Stock
Distribution. The failure by the Employee to pay timely such taxes
will  result in a withholding from any and all payments  from  the
Corporation or any Subsidiary to the Employee in order to  satisfy
such taxes.

           Notwithstanding  anything  in  this  Agreement  to  the
contrary,  the Committee may elect, at any time and from  time  to
time,  in  lieu  of  issuing  all or  any  portion  of  the  stock
comprising the Stock Distribution, to make substitutions for  such
stock,  all to the effect that the employee will receive  cash  or
other  marketable  property  of a value  equivalent  to  what  the
Employee would have received in a stock distribution.

     5.   [Intentionally Omitted]

     6.    Adjustments  in  Awards.   In  the  event  of  a  Stock
dividend, Stock split, merger, consolidation, re-organization, re-
capitalization or other change in the corporate structure  of  the
Corporation, appropriate adjustments may be made by the  Board  of
Directors to the Award.

     7.    Incorporation of LTIP Provisions. Capitalized terms not
otherwise defined herein (inclusive of Schedule A) shall have  the
meanings  set forth for such terms in the LTIP.  For  purposes  of
Section 2(e), the term "Change in Control" will mean a "change  in
ownership"  or  "change  in  effective  control"  or  "change   in
ownership  of  the  assets"  of  the  Corporation,  as  determined
pursuant  to Internal Revenue Service Notice 2005-1 (or  successor
guidance thereto under section 409A of the Code).

     8.    American Jobs Creation Act.  In addition to  amendments
permitted by Section 4 above, amendments to this Agreement may  be
made  by the Corporation, without the Employee's consent, in order
to ensure compliance with the American Jobs Creation Act of 2004.


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           IN  WITNESS  HEREOF, the Recipient and the  Corporation
have  executed  this Performance Share Agreement as  of  the  day,
month and year set forth above.

RECIPIENT                             AMR CORPORATION


_____________________________         _____________________
                                      Kenneth W. Wimberly
                                      Corporate Secretary


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                            Schedule A

                2006 - 2008 PERFORMANCE SHARE PLAN
                  FOR OFFICERS AND KEY EMPLOYEES
Purpose

The  purpose of the 2006 - 2008 AMR Corporation Performance  Share
Plan ("Plan") for Officers and Key Employees is to provide greater
incentive  to  officers and key employees of the subsidiaries  and
affiliates  of  AMR  Corporation ("AMR" or "the  Corporation")  to
achieve the highest level of individual performance and to meet or
exceed specified goals which will contribute to the success of the
Corporation.

Definitions

For purposes of the Plan, the following definitions will control:

"Affiliate" is defined as a subsidiary of AMR or any entity that
is designated by the Committee as a participating employer under
the Plan, provided that AMR directly or indirectly owns at least
20% of the combined voting power of all classes of stock of such
entity.

"Committee"  is  defined  as the Compensation  Committee,  or  its
successor, of the AMR Board of Directors.

"Comparator Group" is defined as the following seven U.S. based
carriers including, AirTran Airways, Alaska Airlines, AMR
Corporation, Continental Airlines, Inc., JetBlue Airways,
Southwest Airlines Co. and US Airways, Inc.

"Corporate Objectives" is defined as being the objectives
established by the Committee at the beginning of each fiscal year
during the Measurement Period.

"Measurement Period" is defined as the three year period beginning
January 1, 2006 and ending December 31, 2008.

"Total Shareholder Return (TSR)" is defined as the rate of return
reflecting stock price appreciation plus reinvestment of dividends
over the Measurement Period.  The average Daily Closing Stock
Price (adjusted for splits and dividends) for the three months
prior to the beginning and ending points of the Measurement Period
will be used to smooth out market fluctuations.

"Daily Closing Stock Price" is defined as the stock price at the
close of trading (4:00 PM EST) of the National Exchange on which
the stock is traded.

"National Exchange" is defined as either the New York Stock
Exchange (NYSE), the National Association of Stock Dealers and
Quotes (NASDAQ), or the American Stock Exchange (AMEX).


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Accumulation of Shares

     Any  distribution under the Plan with respect to  the  shares
will  be  determined by (i) the Corporation's TSR rank within  the
Comparator Group and/or (ii) the Corporation's attainment  of  the
Corporate  Objectives during each year of the  Measurement  Period
and  (iii) the terms and conditions of the award agreement between
the Corporation and the employee.  The distribution percentage  of
shares  pursuant to the TSR metric and based on rank, is specified
below:

     Granted Shares - Percent of Target Based on Rank

 Rank      7        6        5        4       3        2       1
Payout%    0%      25%      50%      75%     100%    135%     175%


In  the event that a carrier (or carriers) in the Comparator Group
ceases  to  trade  on  a National Exchange at  any  point  in  the
Measurement  Period,  the  following  distribution  percentage  of
target   shares,  based  on  rank  and  the  number  of  remaining
comparators, will be used accordingly.

                           6 Comparators

     Granted Shares - Percent of Target Based on Rank

 Rank       6        5        4        3       2       1
Payout %    0%      50%      75%     100%     135%    175%


                           5 Comparators

Granted Shares - Percent of Target Based on Rank

 Rank      5        4        3        2      1
Payout %  50%      75%     100%     135%    175%



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                           4 Comparators

Granted Shares - Percent of Target Based on Rank

 Rank      4        3        2       1
Payout %  75%     100%     135%     175%


                           3 Comparators

  Granted Shares - Percent of Target Based on Rank

  Rank        3         2         1
Payout %     50%      135%      175%


At  the end of each fiscal year during the Measurement Period, the
Committee  will  determine whether the Corporate  Objectives  have
been  achieved. At the end of the Measurement Period the Committee
will  determine  the  distribution of shares based  upon  the  TSR
metric  and, with respect to senior officer awards, the  Corporate
Objectives. The number of shares that may vest will range from  0%
to 175% of the target award.

Administration

The Committee shall have authority to administer and interpret the
Plan,    establish   administrative   rules,   approve    eligible
participants, and take any other action necessary for  the  proper
and  efficient  operation of the Plan.  The  TSR  metric  will  be
determined  based  on an audit of AMR's TSR rank  by  the  General
Auditor of American Airlines, Inc.  A summary of awards under  the
Plan  shall  be provided to the Board of Directors  at  the  first
regular meeting following determination of the awards.  The awards
will  be distributed on April 16, 2008, or such date the award  is
approved for distribution by the Committee.

The  distribution of any shares under this Plan is subject to  the
Corporation having sufficient stock in a stock plan to make such a
distribution.  In  the  event  the  Corporation  does   not   have
sufficient  shares  of  stock  in  such  a  stock  plan  for   the
distribution  contemplated by this Plan, the Committee  will  have
the  authority  and  discretion to  make  substitutions  for  such
shares,  all to the effect that the employee will receive cash  or
other  marketable  property  of a value  equivalent  to  what  the
employee would have received in a stock distribution.


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Corporate Objectives will be used as a metric for determining  the
distribution of shares only for senior officers of the Corporation
(or   a   Subsidiary  thereof)  unless  the  Committee  determines
otherwise.

General

Neither  this  Plan  nor  any  action  taken  hereunder  shall  be
construed  as giving any employee or participant the right  to  be
retained in the employ of American Airlines, Inc. or an Affiliate.

Nothing  in  the  Plan shall be deemed to give  any  employee  any
right,  contractually or otherwise, to participate in the Plan  or
in  any  benefits hereunder, other than the right  to  receive  an
award  as may have been expressly awarded by the Committee subject
to  the  terms and conditions of the award agreement  between  the
Corporation and the employee.

In  the  event of any act of God, war, natural disaster,  aircraft
grounding, revocation of operating certificate, terrorism, strike,
lockout,   labor  dispute,  work  stoppage,  fire,   epidemic   or
quarantine  restriction,  act  of government,  critical  materials
shortage,  or any other act beyond the control of the Corporation,
whether  similar  or dissimilar,  (each a "Force Majeure  Event"),
which   Force  Majeure  Event  affects  the  Corporation  or   its
Subsidiaries  or  its  Affiliates,  the  Committee,  in  its  sole
discretion, may (i) terminate or (ii) suspend, delay,  defer  (for
such  period  of  time  as the Committee may deem  necessary),  or
substitute  any  awards due currently or in the future  under  the
Plan,  including, but not limited to, any awards that have accrued
to  the benefit of participants but have not yet been paid, in any
case  to  the extent permitted under proposed Treasury  Regulation
1.409A-3(d) and/or 1.409A-3(e), or successor guidance thereto.

In consideration of the employee's privilege to participate in the
Plan,  the  employee agrees (i) not to disclose any trade  secrets
of,  or  other  confidential/restricted information  of,  American
Airlines,  Inc. or its Affiliates to any unauthorized  party  and,
(ii)  not  to make any unauthorized use of such trade  secrets  or
confidential  or  restricted  information  during   his   or   her
employment with American Airlines, Inc. or its Affiliates or after
such  employment is terminated, and (iii) not to solicit any  then
current  employees  of  American  Airlines,  Inc.  or  any   other
Subsidiaries of AMR to join the employee at his or her  new  place
of  employment after his or her employment with American Airlines,
Inc. or its Affiliates is terminated.  The failure by the employee
to  abide  by the foregoing obligations shall result in the  award
being forfeited in its entirety.

The  Committee may amend, suspend, or terminate the  Plan  at  any
time.


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               Grant of 2006/2008 Performance Shares
                           July 24, 2006


                                     # 2006/2008
                                      Performance
              Officer Name          Shares Granted


               G. J. Arpey             100,000


               D.P. Garton              61,000


               T.W. Horton              61,000


               G.F. Kennedy             35,000


               R.W. Reding              35,000



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