DEFERRED SHARE AWARD AGREEMENT


     This  Deferred Share Award Agreement (the  "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"), an officer or key employee of one of  the
Corporation's Subsidiaries.

     WHEREAS, pursuant to the AMR Corporation 1998 Long Term
Incentive  Plan, as amended (the "LTIP"), and as adopted  by
the Board of Directors of the Corporation (the "Board"), the
Compensation  Committee of the Board (the  "Committee")  has
determined  that the Employee is an officer or key  employee
and  has  further  determined to make an award  of  deferred
stock  from  and pursuant to the LTIP (the "Award")  to  the
Employee  as  an inducement for the Employee  to  remain  an
employee of one of the Corporation's Subsidiaries.

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

     1.   Grant of Award.

     Subject  to the terms and conditions of this Agreement,
the  Employee  is hereby granted the Award effective  as  of
July 23, 2007  (the  "Grant Date"), in respect  to  [NUMBER]
shares  of  the  Corporation's Common Stock (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 23, 2010  (such
date hereby established as the "Vesting Date" of the Award).

     2.   Distribution of Award.

     Distribution with respect to the Award 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,  directly  or  indirectly,  by   the
Corporation  as of the Vesting Date, the Shares  covered  by
the Award will be paid by the Corporation to the Employee on
or about the Vesting Date.

     (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-
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 the Grant Date through the  month  of
Early Termination, inclusive.  The Shares comprising the pro-
rata  Award will be paid by the Corporation 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) on or about the Vesting Date, subject  to
Section   2(e)  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  of a Change in  Control  of  the
Corporation  prior to the payment of the Shares  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 5.

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

          (i)  the  Employee's employment with a  Subsidiary
               of  the  Corporation is terminated for Cause,
               or if the Employee terminates such employment
               prior to his or her Retirement;

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

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

     (e)  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 be delayed 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.

     (f)   To the extent the Shares covered by the Award are
otherwise  payable pursuant to this Agreement and except  as
otherwise provided herein, such Shares will be paid  on  the
applicable  dates  and events specified in  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.

     (g)   The amount of the Shares paid hereunder shall  be
reduced by the aggregate amount of federal, state, and local
income and payroll taxes that are required to be withheld in
connection with the payment of such Shares.

     3.   Transfer Restrictions.

     Unless otherwise permitted by the Committee, this 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 the 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 Committee.

     4.   [Intentionally omitted]

     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 Employee 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 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.

      For  purposes  of Section 2(c), 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.

     The  Employee  shall not have the right  to  defer  any
payment  of  the  Shares covered by the  Award.   Except  as
provided  in  this Agreement, the Committee and  Corporation
will not accelerate the payment of any of the Shares covered
by 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 upon a  payment  of  Shares.
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 or another shareholder-
approved equity compensation plan 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.

     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.

     Capitalized  terms not otherwise defined  herein  shall
have  the meanings set forth for such terms in the LTIP  (or
its successor).

     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.   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
Corporation  and the Committee shall have the discretion  to
accelerate the time of payment of the Shares covered by  the
Award, but only to the extent of the amount required  to  be
included  in income as a result of such failure.  Amendments
to  this Agreement 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.

     8.   Securities Law Requirements.

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

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



Employee                           AMR CORPORATION



_______________________            __________________________
                                   Kenneth W. Wimberly
                                   Corporate Secretary



  				Grant of Deferred
        				Shares
    				  July 23, 2007


                                          # of
                                        Deferred
                                         Shares
                        Officer          Granted
                          Name
                      G. J. Arpey        20,000

                      T. W. Horton        7,500

                      D. P. Garton       10,700

                      G. F. Kennedy       4,250

                      W. R. Reding        4,250