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 pro