2007/2009 PERFORMANCE SHARE AGREEMENT


        This    2007/2009   Performance   Share    Agreement
("Agreement")  is effective as of July 23, 2007,  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 2007/2009 Performance  Share
Plan for Officers and Key Employees (the "Plan"), 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 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  2007  -
2009  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  1998 Long Term Incentive Plan, as amended  (the
"LTIP"),  the Recipient is hereby granted an Award effective
as  of  July 23, 2007  (the "Grant  Date"),  in  respect  to
[NUMBER]  of  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 (the "Stock Distribution").  Any such  Cash
Award  will  be paid on or about April 30, 2010  (such  Cash
Award  will be made pursuant to the Annual Incentive  Plan).
The  Stock  Distribution will be paid on or about April  22,
2010  (such  Stock  Distribution will be  made  from  shares
available  for  issuance  under  the  LTIP  and/or   another
shareholder-approved equity compensation 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 21, 2010, and (b) the number of shares of Common Stock
comprising the Award.

     2.   Vesting and Distribution.

     (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
(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  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,
2007 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 21, 2010, the Award shall be forfeited in its
entirety.

     (d)  If, prior to April 21, 2010, 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.  The
term  "Change  in Control" is defined for purposes  of  this
Agreement in Section 7.

     (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  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 (or
its successor).  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.  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 of any Cash Award  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 or the
Plan  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  Common Stock comprising the Stock Distribution,  to
make  substitutions for such Common 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.   Additionally,
notwithstanding anything to the contrary contained  in  this
Agreement or the Plan, (i) any obligation of the Corporation
to  pay or distribute any shares under this Agreement or the
Plan  is  subject  to and conditioned upon  the  Corporation
having  sufficient stock in the LTIP or another shareholder-
approved equity compensation plan to satisfy all payments or
distributions  under the Plan and the  LTIP,  and  (ii)  any
obligation of the Corporation to pay or distribute  cash  or
any  other  property under this Agreement  or  the  Plan  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.

          To  the extent the Award is forfeited, any and all
rights of the Employee under this Agreement shall cease  and
terminate  with respect to such forfeited Award, or  portion
thereof, without any further obligation on the part  of  the
Corporation.

     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 shall be made by the Board of Directors  to  the
Award.

     7.    Incorporation of the Provisions of the  Plan  and
LTIP.  Capitalized terms not otherwise defined herein  shall
have  the meanings set forth for such terms in the Plan  and
the  LTIP (or its successor).  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 Treasury Regulation 1.409A-3(i)(5) or successor
guidance thereto.

     8.     Section  409A  Compliance.   This  Agreement  is
intended  to  avoid, and not otherwise be  subject  to,  the
income inclusion requirements, interest and penalty taxes of
Section  409A  of  the  Code and the regulations  and  other
guidance  issued thereunder, and shall be interpreted  in  a
manner  consistent  with that intent.   Notwithstanding  the
foregoing,  in the event there is a failure to  comply  with
Section  409A  of  the  Code,  the  Board  shall  have   the
discretion  to  accelerate the time of payment  of  a  Stock
Distribution  or Cash Award, but only to the extent  of  the
amount required to be included in income as a result of such
failure.   In addition to amendments permitted by Section  4
above,  amendments to this Agreement, the  Plan  and/or  the
LTIP  (or  its  successor) may be made by  the  Corporation,
without   the  Employee's  consent,  in  order   to   ensure
compliance with Section 409A of the Code and the regulations
and other guidance issued thereunder.

     9.    Securities Law Requirements.  Notwithstanding any
provision in this Agreement or the Plan to the contrary, the
Corporation  shall  not  be  required  to  make  any   Stock
Distribution pursuant to this Award during such period  that
the  Corporation  reasonably  anticipates  that  such  Stock
Distribution will violate federal securities laws  or  other
applicable  law.  The Corporation may require the  Recipient
to  furnish to the Corporation, prior to the issuance of any
shares of Common Stock hereunder, an agreement, in such form
as  the  Corporation may from time to time deem appropriate,
in  which  the Recipient represents that the shares acquired
by  him  or  her upon such exercise are being  acquired  for
investment  and not with a view to the sale or  distribution
thereof.

            IN   WITNESS  HEREOF,  this  Performance   Share
Agreement  is  entered  into as  of  the  date  first  above
written.



Employee                           AMR CORPORATION



_________________________          _____________________
                                   Kenneth W. Wimberly
                                   Corporate Secretary

                         Schedule A

              2007/2009 PERFORMANCE SHARE PLAN
               FOR OFFICERS AND KEY EMPLOYEES

Purpose

The  purpose  of  the 2007/2009 Performance Share  Plan  for
Officers and Key Employees, as amended (the "Plan"),  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
during the time frame 2007 - 2009, 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.

"Board"  is  defined  as  the  Board  of  Directors  of  the
Corporation.

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

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

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

"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.

"Measurement  Period"  is defined as the  three-year  period
beginning January 1, 2007 and ending December 31, 2009.

"National  Exchange"  is  defined  as  the  New  York  Stock
Exchange  (NYSE),  the  National Association  of  Securities
Dealers Automated Quotations (NASDAQ), or the American Stock
Exchange (AMEX).

"Total  Shareholder Return" or "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.

Accumulation of Shares

Any  distribution under the Plan 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  (the
"Agreement") between the Corporation and the employee.   The
distribution percentage of shares pursuant to the TSR metric
and  based on rank is specified below.  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  shares
originally  awarded,  based  on  rank  and  the  number   of
remaining carriers within the Comparator Group, will be used
accordingly:


            Percent of Original Award (Based on Rank)
Number of
Carriers                      Rank
   in
Comparator
  Group
            7    6     5     4     3      2      1
    7       0%  25%   50%   75%   100%  135%    175%
    6        -   0%   50%   75%   100%  135%    175%
    5       -    -    50%   75%   100%  135%    175%
    4       -    -     -    75%   100%  135%    175%
    3       -    -     -     -    100%  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  percentage  of an award  based  upon  the  TSR
metric  and,  with  respect to senior  officer  awards,  the
Corporate Objectives.  The size of the award that  may  vest
will range from 0% to 175% of the original award.

Administration

The   Committee  shall  have  authority  to  administer  and
interpret the Plan and any Agreements thereunder, establish,
amend  and  rescind administrative rules,  approve  eligible
participants,  and take any other action necessary  for  the
proper   and  efficient  operation  of  the  Plan  and   any
Agreements  thereunder.  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 at its first  regular
meeting  following determination of any  such  awards.   The
awards will be paid on or about April 21, 2010, or such date
in  2010 that the award is approved for distribution by  the
Committee, but in no event later than March 15, 2011.

The  distribution  of any shares under  this  Plan  and  any
Agreements  thereunder is subject to the Corporation  having
sufficient  shares of 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.   Notwithstanding  anything   to   the
contrary  contained in this Plan or any Agreement hereunder,
(i)  any  obligation of the Corporation to pay or distribute
any  shares  under this Plan and any Agreement hereunder  is
subject  to  and  conditioned upon  the  Corporation  having
sufficient  stock  in  the  Corporation's  1998  Long   Term
Incentive   Plan,  as  amended  (the  "LTIP")   or   another
shareholder-approved equity compensation plan to satisfy all
payments or distributions contemplated by the LTIP, and (ii)
any  obligation of the Corporation to pay or distribute cash
or  any  other  property under this Plan or  any  Agreements
hereunder 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.

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  the  Corporation  or  any
Subsidiary  of the Corporation or to receive any proprietary
interest in the Corporation.

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
Agreement between the Corporation and the employee  and  the
Plan.   Until  an employee receives payment of  cash  and/or
shares  subject to his or her award, title to and beneficial
ownership  of  all benefits described in the  Plan  and  any
Agreement  thereunder  shall at all times  remain  with  the
Corporation.

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  Treasury
Regulation 1.409A-3(d) 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  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.  The failure  by  the
employee to abide by the foregoing obligations shall  result
in his or her award being forfeited in its entirety.

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



                  Grant of Performance
                         Shares
                     July 23, 2007


                                   # of
                                Performance
                                  Shares
               Officer Name      Granted
               G. J. Arpey        95,000

               T. W. Horton       52,000

               D. P. Garton       52,000

               G. F. Kennedy      29,600

               W. R. Reding       29,600