AMERICAN AIRLINES INC
AMERICAN AIRLINES, INC. EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exhibit101.txt
<DESCRIPTION>AMERICAN AIRLINES, INC. EXHIBIT 10.1
<TEXT>
                                                 Exhibit 10.1



        STOCK APPRECIATION RIGHT AGREEMENT UNDER THE
  AMR CORPORATION 1998 LONG TERM INCENTIVE PLAN, AS AMENDED


     STOCK APPRECIATION RIGHT AGREEMENT (this "Agreement")
granted effective as of July 24, 2006, by AMR Corporation, a
Delaware corporation (the "Corporation"), to
______________________, employee number 000000, an employee
of the Corporation or one of its Subsidiaries or Affiliates
(the "Grantee").

                    W I T N E S S E T H:

     WHEREAS, the stockholders of the Corporation approved
the AMR Corporation 1998 Long Term Incentive Plan at the
Corporation's annual meeting held on May 20, 1998 (such
plan, as may be amended from time to time, to be referenced
the "1998 Plan");

     WHEREAS, the 1998 Plan provides for the grant of stock
appreciation rights in respect of shares of the
Corporation's Common Stock (as later defined) to those
individuals selected by the Compensation Committee or, in
lieu thereof, the Board of Directors of the Corporation (the
"Board"); and

     WHEREAS, the Board has determined that the Grantee is
eligible under the 1998 Plan and that it is to the advantage
and interest of the Corporation to grant the stock
appreciation right provided for herein to the Grantee as an
incentive for Grantee to remain in the employ of the
Corporation or one of its Subsidiaries or Affiliates, and to
provide Grantee an incentive to increase the value of the
Corporation's Common Stock, $1 par value (the "Common
Stock").

     NOW, THEREFORE:

     1.   Stock Appreciation Right Grant.  The Corporation hereby
grants to the Grantee effective the date of this Agreement a
stock appreciation right, subject to the terms and
conditions hereinafter set forth, in respect of an aggregate
of xx,000 shares of Common Stock.  The base price ("Base
Price") of each such stock appreciation right is $23.21 per
share (which is the Fair Market Value of the Common Stock on
the date hereof).  The stock appreciation right granted
hereby is exercisable in approximately equal installments on
and after the following dates and with respect to the
following number of shares of Common Stock:

  Exercisable On and After           Aggregate Number of Shares
 First Anniversary of Grant Date         20% of total award
 Second Anniversary of Grant Date        40% of total award
 Third Anniversary of Grant Date         60% of total award
 Fourth Anniversary of Grant Date        80% of total award
 Fifth Anniversary of Grant Date        100% of total award


                              1



 provided, that in no event shall this stock appreciation
right be exercisable in whole or in part ten years from the
date hereof.  The right to exercise this stock appreciation
right and to purchase the number of shares comprising each
such installment shall be cumulative, and once such right
has become exercisable it may be exercised in whole at any
time and in part from time to time until the date of
termination of the Grantee's rights hereunder.

     2.   Restriction on Exercise.  Notwithstanding any other
provision hereof, this stock appreciation right shall not be
exercised if at such time such exercise or the delivery of
certificates representing shares of Common Stock purchased
pursuant hereto shall constitute a violation of any rule of
the Corporation, any provision of any applicable Federal or
State statute, rule or regulation, or any rule or regulation
of any securities exchange on which the Common Stock may be
listed.

     3.   Exercise.  This stock appreciation right may be
exercised with respect to all or any part of the shares of
Common Stock then subject to such exercise in accordance
with Section 1 pursuant to whatever procedures may be
adopted from time to time by the Corporation.   Upon the
exercise of this stock appreciation right, in whole or in
part, the Grantee shall be entitled to receive from the
Corporation a number of shares of Stock equal in value to
the excess of the Fair Market Value (on the date of
exercise) of one share of Stock over the Base Price,
multiplied by the number of shares in respect of which the
stock appreciation right is being exercised.  The number of
shares to be issued shall be calculated on the basis of the
Fair Market Value of the shares on the date of exercise,
with any fractional share being payable in cash based on the
Fair Market Value on the date of exercise.  Notwithstanding
the foregoing, the Committee may elect, at any time and from
time to time, in lieu of issuing all or any portion of the
shares of Stock otherwise issuable upon any exercise of any
portion of this stock appreciation right, to pay the Grantee
an amount in cash or other marketable property of a value
equivalent to the aggregate Fair Market Value on the date of
exercise of the number of shares of Stock that the Committee
is electing to settle in cash or other marketable property.

     4.   Termination of Stock Appreciation Right.  This stock
appreciation right shall terminate and may no longer be
exercised if (i) the Grantee ceases to be an employee of the
Corporation or one of its Subsidiaries or Affiliates; or
(ii) the Grantee becomes an employee of a Subsidiary that is
not wholly owned, directly or indirectly, by the
Corporation; or (iii) the Grantee takes a leave of absence
without reinstatement rights, unless otherwise agreed in
writing between the Corporation (or one of its Subsidiaries
or Affiliates) and the Grantee; except that

     (a)  If the Grantee's employment by the Corporation (or
     any Subsidiary or Affiliate) terminates by reason of
     death, the vesting of the stock appreciation right will
     be accelerated and the stock appreciation right will
     remain exercisable until its expiration;


                              2




     (b)  If the Grantee's employment by the Corporation (or
     any Subsidiary or Affiliate) terminates by reason of
     Disability, the stock appreciation right will continue
     to vest in accordance with its terms and may be
     exercised until its expiration; provided, however, that
     if the Grantee dies after such Disability the vesting
     of the stock appreciation right will be accelerated and
     the stock appreciation right will remain exercisable
     until its expiration;

     (c)  Subject to Section 7(c), if the Grantee's
     employment by the Corporation (or any Subsidiary or
     Affiliate) terminates by reason of Normal or Early
     Retirement, the stock appreciation right will continue
     to vest in accordance with its terms and may be
     exercised until its expiration; provided, however, that
     if the Grantee dies after Retirement the vesting of the
     stock appreciation right will be accelerated and the
     stock appreciation right will remain exercisable until
     its expiration;

     (d)  If the Grantee's employment by the Corporation (or
     any Subsidiary or Affiliate) is involuntarily
     terminated by the Corporation or a Subsidiary or
     Affiliate (as the case may be) without Cause, the stock
     appreciation right may thereafter be exercised, to the
     extent it was exercisable at the time of termination,
     for a period of three months from the date of such
     termination of employment or until the stated term of
     such stock appreciation right, whichever period is
     shorter; and

     (e)  In the event of a Change in Control or a Potential
     Change in Control of the Corporation, this stock
     appreciation right shall become exercisable in
     accordance with the 1998 Plan, or its successor.

     5.   Adjustments in Common Stock.  In the event of a Stock
dividend, Stock split, merger, consolidation,
reorganization, recapitalization or other change in the
corporate structure, appropriate adjustments may be made by
the Board in the number of shares, class or classes of
securities and the base price per share applicable in
respect to the stock appreciation rights subject to this
Agreement.

     6.   Non-Transferability of Stock Appreciation Right.
Unless the Board shall permit (on such terms and conditions
as it shall establish), a stock appreciation right may not
be transferred except by will or the laws of descent and
distribution to the extent provided herein.  During the
lifetime of the Grantee this stock appreciation right may be
exercised only by him or her (unless otherwise determined by
the Board).


                              3




     7.   Miscellaneous.

     (a)    This stock appreciation right (i) shall be binding
     upon and inure to the benefit of any successor of the
     Corporation, (ii) shall be governed by the laws of the State
     of Texas, and any applicable laws of the United States, and
     (iii) may not be amended without the written consent of both
     the Corporation and the Grantee.  Notwithstanding the
     foregoing, this Agreement may be amended from time to time
     without the written consent of the Grantee pursuant to
     Section 10 below and as permitted by the 1998 Plan (or its
     successor).  No contract or right of employment shall be
     implied by this stock appreciation right.

     (b)  If this stock appreciation right is assumed or a
     new stock appreciation right is substituted therefor in
     any corporate reorganization (including, but not
     limited to, any transaction of the type referred to in
     Section 424(a) of the Internal Revenue Code of 1986, as
     amended), employment by such assuming or substituting
     corporation or by a parent corporation or a subsidiary
     thereof shall be considered for all purposes of this
     stock appreciation right to be employment by the
     Corporation.

     (c)  In the event the Grantee's employment is
     terminated by reason of Early or Normal Retirement and
     the Grantee subsequently is employed by a competitor of
     the Corporation, the Corporation reserves the right,
     upon notice to the Grantee, to declare the stock
     appreciation right forfeited and of no further
     validity.

     (d)  In consideration of the Grantee's privilege to
     participate in the 1998 Plan, the Grantee 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 Grantee at
     his or her new place of employment after his or her
     employment with American or its Affiliates is
     terminated.

     8.   Securities Law Requirements.  The Corporation shall not
be required to issue shares upon the exercise of this stock
appreciation right unless and until (a) such shares have
been duly listed upon each stock exchange on which the
Corporation's Stock is then registered and (b) a
registration statement under the Securities Act of 1933 with
respect to such shares is then effective. The Board may
require the Grantee to furnish to the Corporation, prior to
the issuance of any shares of Stock in connection with the
exercise of this stock appreciation right, an agreement, in
such form as the Board may from time to time deem
appropriate, in which the Grantee represents that the shares
acquired by him upon such exercise are being acquired for
investment and not with a view to the sale or distribution
thereof.


                              4




     9.   Stock Appreciation Right Subject to 1998 Plan.  This
stock appreciation right shall be subject to all the terms
and provisions of the 1998 Plan and the Grantee shall abide
by and be bound by all rules, regulations and determinations
of the Board now or hereafter made in connection with the
administration of the 1998 Plan.  Capitalized terms not
otherwise defined herein shall have the meanings set forth
for such terms in the 1998 Plan.

     10.   American Jobs Creation Act.  In addition to amendments
permitted by Section 7(a) above, amendments to this
Agreement may be made by the Corporation, without the
Grantee's consent, in order to ensure compliance with the
American Jobs Creation Act of 2004. And, further, amendments
may be made to the 1998 Plan to ensure such compliance,
which amendments may impact this Agreement.

     IN WITNESS WHEREOF, the Corporation has executed this
stock appreciation right as of the day and year first above
written.


                                   AMR Corporation

---------------------------        ----------------------------
Grantee                            Kenneth W. Wimberly
                                   Corporate Secretary



                              5






             Grant of Stock Appreciation Rights
                        July 24, 2006


                                    # of Stock
                                    Appreciation
              Officer Name             Rights


               G. J. Arpey             77,500


               D.P. Garton             38,500


               T.W. Horton             38,500


               G.F. Kennedy            21,800


               R.W. Reding             21,800



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</DOCUMENT>
