DEFERRED STOCK AWARD AGREEMENT
This AGREEMENT made as of this ___________, by and between AMR Corporation, a Delaware
corporation (the "Corporation"), and _________ (the "Officer").
WHEREAS, the stockholders of the Corporation approved the 1998 Long Term Incentive Plan, as amended
(the "1998 Plan") at the Corporation's annual meeting held on May 20, 1998; and
WHEREAS, the Compensation Committee of the Board of Directors has determined that Officer is a key
executive and has further determined to make an award of Deferred Stock to the Officer (subject to terms of the
1998 Plan and this Agreement), as an inducement for the Officer to remain with the Corporation (or a Subsidiary
or Affiliate thereof) and to motivate the Officer during such employment.
NOW, THEREFORE, the Corporation and the Officer hereby agree as follows:
1. Grant of Award.
The Officer is hereby granted as of ___________ (the "Grant Date") a Deferred Stock Award (the "Award"),
subject to the terms and conditions of this Agreement, with respect to _______ shares of Common Stock, $1.00
par value, of the Corporation (the "Stock"). The shares of Stock covered by the Award will vest, if at all in
accordance with Sections 2 and 3. VESTING DATE is hereby established as the "Vesting Date" of the Award.
2. Distribution of Award on and after the Vesting Date.
Distribution of the Award on and after the Vesting Date will occur, if at all, in accordance with the following terms
(a) If the Officer is on the payroll of a Subsidiary that is wholly owned by the Corporation as of the Vesting Date,
the Award will be distributed to the Officer in accordance with the following schedule:
Provided, however, if the Officer's employment with the Corporation (or a Subsidiary or Affiliate thereof) is
terminated after the Vesting Date but prior to the complete distribution of the Award due to the Officer's death,
Disability, Retirement or termination not for Cause (each an "Early Termination"), the distribution