Exhibit 10.3


               DEFERRED SHARE AWARD AGREEMENT

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

     WHEREAS, pursuant to the AMR Corporation 1998 Long Term
Incentive  Plan, as amended  (the "LTIP"), the  Compensation
Committee  of  the Board of Directors (the "Committee")  has
determined  that the Employee is an officer or key  employee
and  has  further  determined to make an award  of  Deferred
Shares from and pursuant to the LTIP to the Employee  as  an
inducement  for  the  Employee to remain  with  one  of  the
Corporation's  Subsidiaries and  to  motivate  the  Employee
during such employment.

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

     1.   Grant of Award.

     The Employee is hereby granted effective as of July 24,
2006   (the  "Grant  Date")  a  deferred  share  award  (the
"Award"),  subject  to  the terms  and  conditions  of  this
Agreement,  with respect to the number of shares  of  Common
Stock set forth in the Notification (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 24, 2009 (such  date  hereby
established as the "Vesting Date" of the Award).

     2.   Distribution of Award.

     Distribution with respect to the Award, on the  Vesting
Date,  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 by the Corporation as of the  Vesting
Date, the Shares will be distributed to the Employee on July
24, 2009.

     (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  (as
defined  in  section 409A(a)(2)(C) of the  Internal  Revenue
Code  of  1986,  as  amended, (the "Code")),  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-


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rata basis will be a percentage where the denominator is  36
and  the  numerator is the number of months from  the  Grant
Date through the month of Early Termination, inclusive.  The
pro-rata Award will be paid (subject to Section 2(e) hereof)
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) within 60 days after the
Employee's death, Disability, Retirement or termination  not
for Cause.

     (c)   In  the  event  of a Change  in  Control  of  the
Corporation  (as  defined in Section  5  hereof)  after  the
Vesting Date but prior to the distribution of the Award, the
Award  will be distributed in accordance with the  terms  of
the LTIP.

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

          (i)  The    Employee's   employment    with    the
               Corporation  (or  a Subsidiary  or  Affiliate
               thereof) is terminated for Cause, or  if  the
               Employee terminates his/her employment with a
               Subsidiary of the Corporation;

          (ii) The   Employee  becomes  an  employee  of   a
               Subsidiary  that is not wholly owned  by  the
               Corporation; or

          (iii)     The Employee takes a leave of absence without
               reinstatement rights, unless otherwise agreed in writing
               between the Corporation and the Employee.

     (e)  Notwithstanding the provisions of Section 2(b) hereof,
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.

     Unless  otherwise  permitted by  the  Corporation,  the
Award is non-transferable other than by will or by the  laws
of  descent  and  distribution, and  may  not  be  assigned,
pledged   or  hypothecated  and  will  not  be  subject   to
execution, attachment or similar process.  Upon any  attempt
by  the  Employee (or the Employee's successor  in  interest
after  the Employee'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
Corporation.

     4.   [Intentionally omitted]


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     5.   Miscellaneous.

     This  Agreement (a) will be binding upon and  inure  to
the benefit of any successor of the Corporation, (b) will 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 Grantee pursuant to Section 7  below
and   as  permitted  by  the LTIP  (or  its  successor).  No
contract  or  right of employment will be  implied  by  this
Agreement.

     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 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 immediately forfeited in its entirety.

     For  purposes of Section 2(c) hereof, 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).

     The   Employee  will  not  have  the  right  to   defer
distribution  of  the  Award. Except  as  provided  in  this
Agreement,  the  Committee  and  the  Corporation  will  not
accelerate distribution of the Award.

      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
Shares,  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.

          Capitalized terms not otherwise defined herein
shall have the meanings set forth for such terms in the
LTIP.


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     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 in the number of Shares awarded.

     7.   American Jobs Creation Act.

      In addition to amendments permitted by Section 5
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.

     IN  WITNESS  HEREOF, the Employee and  the  Corporation
have  executed this Agreement as of the day and  year  first
above written.



Employee                           AMR CORPORATION

______________________________     __________________________
                                   Kenneth W. Wimberly
                                   Corporate Secretary


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                  Grant of Deferred Shares
                        July 24, 2006


                                    # Deferred
                                      Shares
              Officer Name            Granted


               G. J. Arpey             22,000


               D.P. Garton             11,950


               T.W. Horton              8,400


               G.F. Kennedy             4,700


               R.W. Reding              4,700


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