Exhibit 10.2


                      AMENDMENT TO THE
  AMR CORPORATION 1998 LONG TERM INCENTIVE PLAN, AS AMENDED


     WHEREAS, AMR Corporation (the "Corporation") adopted
the AMR Corporation 1998 Long Term Incentive Plan, as
Amended (the "LTIP") to foster and promote the long-term
financial success of the Company;


     WHEREAS, when the LTIP was initially adopted, the grant
of stock appreciation rights would have resulted in adverse
financial accounting charges for the Corporation as compared
to the grant of stock options;


     WHEREAS, such stock appreciation rights had
historically been used primarily in connection with stock
options grants to executive officers subject to the
reporting requirements under Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), who prior
to amendments to the rules under such Section 16 of the 1934
Act adopted in the 1990s, were generally required to hold
the stock received upon the exercise of an option for a
period of at least six months to avoid being subject to the
disgorgement requirements under the short-swing profit
provisions of such Section 16;


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     WHEREAS, for the above reasons, the LTIP currently
permits the grant of stock appreciation rights in tandem
with a grant of stock options, such that an employee may  be
granted a stock appreciation right to the extent that the
employee has also been granted a corresponding stock option;


     WHEREAS, due to changes in the financial accounting
rules that took effect as of January 1, 2006, there is no
longer any difference between the accounting treatment of a
stock option and a stock appreciation right settled in
shares of stock;


     WHEREAS, because the use of stock settled stock
appreciation rights would convey a substantially comparable
incentive for the recipient of a stock option award, the
Corporation believes that affording the Compensation
Committee of the Board of Directors the right to award stock
appreciation rights independently of any stock option would
be in the best interests of the Corporation, its
shareholders and its employees; and





     WHEREAS, the Company has reserved the right to amend
the LTIP under Section 13 thereof.


     NOW, THEREFORE, the Plan is hereby amended in the
manner set forth below:

      1.   Section 1(v) of the LTIP is amended to delete the
definition  of Stock Appreciation Right, and  to  insert  in
lieu  thereof  a  new definition of such term,  to  read  as
follows:

     "Stock Appreciation Right" means the right pursuant  to
     an  award  granted under Section 6 below which entitles
     the  grantee to receive, upon the exercise  thereof  in
     whole or in part, an amount in 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  per  share specified with respect to  the  Stock
     Appreciation Right, multiplied by the number of  shares
     in  respect of which the Stock Appreciation Right shall
     have been 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   such   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.

      2.    Section 6 of the LTIP is amended to delete  such
section in its entirety, and to insert in lieu thereof a new
Section 6, to read as follows:

     Section 6.   Stock Appreciation Rights.

           (a)  Stock  Appreciation Rights  may  be  granted
     alone,  in addition to, or in tandem with, other awards
     granted  under the Plan.  Any Stock Appreciation  Right
     granted  under the Plan shall be in such  form  as  the
     Committee  may  from  time  to  time  approve.    Stock
     Appreciation Rights may be granted in conjunction  with
     all or part of any Stock Option granted under the Plan.
     In  the  case  of  a Non-Qualified Stock  Option,  such
     rights  may be granted either at or after the  time  of
     the  grant  of such Stock Option.  In the  case  of  an
     Incentive Stock Option, such rights may be granted only
     at the time of grant of such Stock Option.


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           A  Stock Appreciation Right or applicable portion
     thereof  granted with respect to a given  Stock  Option
     shall  terminate and no longer be exercisable upon  the
     termination  or exercise of the related  Stock  Option,
     subject to such provisions as the Committee may specify
     at  grant  where a Stock Appreciation Right is  granted
     with  respect  to less than the full number  of  shares
     covered by a related Stock Option.

           A Stock Appreciation Right may be exercised by  a
     grantee,  subject to Section 6(b), in  accordance  with
     the  procedures established by the Committee from  time
     to  time  for  such purposes.  Upon such exercise,  the
     grantee   shall  be  entitled  to  receive  an   amount
     determined  in  the manner prescribed in Section  6(b).
     Stock  Options relating to exercised Stock Appreciation
     Rights,  and Stock Appreciation Rights related  to  any
     exercised  Stock Option, shall no longer be exercisable
     to  the  extent  that  the related  Stock  Appreciation
     Rights  or Stock Option, as the case may be, have  been
     exercised.

           (b)   Terms  and Conditions.  Stock  Appreciation
     Rights  shall be subject to such terms and  conditions,
     not  inconsistent with the provisions of the  Plan,  as
     shall be determined from time to time by the Committee,
     including the following:

                (i)   Stock  Appreciation  Rights  shall  be
          exercisable  at  such  time and  subject  to  such
          conditions as the Committee shall specify,  except
          that  any  Stock  Appreciation  Right  granted  in
          tandem  with  a Stock Option (or portion  thereof)
          shall  be  exercisable only at such time or  times
          and  to the extent that the Stock Options to which
          they  relate  shall be exercisable  in  accordance
          with   the  provisions  of  Section  5  and   this
          Section 6 of the Plan.

                 (ii)   Upon   the  exercise  of   a   Stock
          Appreciation Right, a grantee shall be entitled to
          receive  an amount in shares of Stock (or,  solely
          to  the extent determined by the Committee,  cash)
          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 per share specified with
          respect   to   the   Stock   Appreciation   Right,
          multiplied  by the number of shares in respect  of
          which the Stock Appreciation Right shall have been
          exercised.  When payment is to be made in  shares,
          the   number  of  shares  to  be  paid  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 anything in this Section  6(b)(ii)
          to  the contrary, the base price in respect of any
          Stock  Appreciation Right shall not be  less  than
          the Fair Market Value of the Stock on the date the
          Stock  Appreciation Right is granted,  or  in  the
          case  of  a  Stock Appreciation Right  granted  in
          tandem with a Stock Option, the Fair Market  Value
          on the date the related Stock Option was granted.


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                (iii)     Stock Appreciation Rights shall be
          transferable only to the extent that Stock Options
          may  be  transferable under Section  5(e)  of  the
          Plan.

                 (iv)   Upon   the  exercise  of   a   Stock
          Appreciation Right, regardless of whether  granted
          on a stand-alone basis or in tandem with any Stock
          Option,  only  the  number  of  shares  of   Stock
          actually issued in connection with the exercise of
          such   Stock  Appreciation  Right  (and  not   the
          corresponding number of shares of Stock related to
          the  Stock Appreciation Right (or portion thereof)
          being  exercised) shall be treated as issued under
          the  Plan  and, for the purpose of the  limitation
          set  forth in Section 3 of the Plan on the  number
          of  shares  of Stock issuable under the Plan,  the
          remaining  number  of shares of Stock  related  to
          such   exercised  Stock  Appreciation  Right   (or
          portion   thereof),  including  the  corresponding
          number  of  shares  related to  any  tandem  Stock
          Option  cancelled upon such exercise, shall  again
          be available for issuance under the Plan.

     3.   The amendment made hereby shall be effective as of
July 19, 2006.  Except as otherwise modified herein, the
provisions of the LTIP shall continue in full force and
effect, without amendment.








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