AMR CORP
AMR CORPORATION EXHIBIT 10.9
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>12
<FILENAME>ex109b.txt
<DESCRIPTION>AMR CORPORATION EXHIBIT 10.9
<TEXT>
<Page> 1

                                            Exhibit 10.9
                2002 INCENTIVE COMPENSATION PLAN
                 FOR OFFICERS AND KEY EMPLOYEES


Purpose

The  purpose of the 2002 American Airlines Incentive Compensation
Plan  ("Plan")  for  officers and key  employees  is  to  provide
greater  incentive  to  officers and key  employees  of  American
Airlines,  Inc.  to  achieve  the  highest  level  of  individual
performance  and  to meet or exceed specified  goals  which  will
contribute to the success of American.


Definitions

Capitalized terms not otherwise defined in the Plan will have the
meanings  set  forth  in the 1998 Long Term  Incentive  Plan,  as
amended (the "LTIP").

"AMR" is defined as AMR Corporation.

"Aggregate Target Awards" is defined as the arithmetic sum of the
Target Awards for all Plan participants.

"Affiliate" is defined as a subsidiary of AMR or any entity  that
is  designated by the Committee as a participating employer under
the  Plan, provided that AMR directly or indirectly owns at least
20%  of the combined voting power of all classes of stock of such
entity.

"American"  is  defined as AMR less AMR subsidiaries  other  than
American Airlines, Inc. and its subsidiaries.

"Committee"  is defined as the Compensation/Nominating  Committee
of the AMR Board of Directors.

"Competitors"  is  defined  as Continental  Airlines,  Delta  Air
Lines, Northwest Airlines, United Air Lines and US Airways.

"DOT Rank" is defined as American's relative rank with respect to
the  Competitors  in  the  category  of  arrivals+14  (A+14)   as
determined by the U.S. Department of Transportation (DOT).   This
cumulative ranking is based on DOT's aggregated A+14 data for the
period December 1, 2001 through November 30, 2002, inclusive.  To
the extent that at any point during the year a carrier ceases  to
participate, it will be excluded from the entire year.

                                 1
<Page> 2

"Engagement  Scores" is defined as American's overall  engagement
score on the employee opinion survey and American's rating versus
the National Norm, each reported as a percent annually.

"Fund"  is  defined as the incentive compensation fund,  if  any,
accumulated in accordance with this Plan.

  "Measure"  is  defined as Net Income, DOT Rank, Survey  America
Rank, or Engagement Score.

"Named Executive Officers" is defined as the officers of American
who  are  named in the AMR proxy statement for the year in  which
awards under the Plan are paid.

"National  Norm" is defined as a national sample of employees  in
firms with 1,000 or more employees.

"Net   Income"  is  AMR  net  income  including  any   accounting
adjustments or extraordinary or unusual items which may be  added
or deducted by the Committee.

"Qualified Earnings" is defined as base pay as of December 31  of
the  Plan year, holiday pay, sick pay, and vacation pay, but does
not include such things as travel and incidental expenses, moving
expenses,   relocation  allowance  (COLA),   payouts   from   any
retirement   plan,  disability  payments,  workers   compensation
payments,  imputed income from certain travel service charges  or
life  insurance, or other benefits provided by American, nor does
it  include any special monetary awards or allowances,  lump  sum
payments, or incentive compensation or profit sharing payments.

"Survey America Rank" is defined as American's relative rank with
respect  to  its  Competitors  in the  categories  of   "Retained
Preference",   "Overall  Travel  Experience",   "Overall   Ground
Service", and "Overall On-Board Services" in the coach  cabin  as
reported  in  Plog  Inc.'s Survey America.   The  Survey  America
ranking  is  based  on  cumulative  data  for  American  and  the
Competitors for the period October 1, 2001 through September  30,
2002, inclusive.  To the extent that at any point during the year
a  carrier  ceases to participate, it will be excluded  from  the
entire year.

"Target Award" is defined as the award (stated as a percentage of
Qualified  Earnings)  for  an eligible  participant  when  target
levels  are  achieved  on  all Measures.   The  Target  Award  is
determined by the participant's job level.


Eligibility for Participation

In order to be eligible to participate in the Plan, an individual
must  be  an officer or key employee (as designated by American's
Chairman and CEO) of American.  Additionally, the individual must
have been employed by American or an Affiliate as an

                                2
<Page> 3

officer  or  key  employee for at least three consecutive  months
during  the Plan year.  The three months service requirement  may
be  waived  in cases of retirement in accordance with  American's
then applicable pension plan, prior to completing three months of
service.

During  a  Plan  year, individuals with less than  twelve  months
eligibility  in  the Plan may be eligible to participate  in  the
Plan on a pro rata basis, at the discretion of the Committee.  In
addition,   the   Committee,  at  its  discretion,   may   permit
participation  by  officers and key employees of  Affiliates  who
have  been  so  employed  by the Affiliate  for  at  least  three
consecutive months during the Plan year.

Notwithstanding the forgoing, however, an officer or key employee
will  not be eligible to participate in the Plan if such  officer
or  key employee is, at the same time, eligible to participate in
a   commission,   incentive,  profit  sharing  or   other   bonus
compensation  program  sponsored by  American  or  an  Affiliate,
unless the Committee otherwise decides.

In  order to receive an award under the Plan, an individual  must
satisfy  the aforementioned eligibility requirements and must  be
an  employee  of American or an Affiliate at the  time  an  award
under the Plan is paid.  If at the time awards are paid under the
Plan, an individual has retired from American or an Affiliate, is
on  leave  of absence with reinstatement rights, is disabled,  or
has  died,  the award which the individual otherwise  would  have
received   under  the  Plan  but  for  such  retirement,   leave,
disability,  or death may be paid to the individual,  or  his/her
estate in the event of death, at the discretion of the Committee.


The Incentive Compensation Fund

The  Fund  is comprised of three components: financial,  employee
and  customer.  The employee and customer components have various
Measures  (see below).  Each Measure has a threshold (performance
below  this  level earns no award), target and maximum percentage
of Aggregate Target Awards that may be earned, as follows:

     Component             Threshold Target    Maximum
     Financial              16.50%     66%       132%
     Employee                8.50%     17%        34%
     Customer               12.75%     17%        34%

          Total             37.75%    100%       200%

For  each  Measure, the Fund will accumulate on  a  linear  basis
between each of the points defined in the following tables.

                              3
<Page> 4

Financial Measure:

The financial measure is based on Net Income.  At a threshold Net
Income  of  $125  million,  the Fund will  accumulate  16.50%  of
Aggregate  Target  Awards.  Higher Net  Incomes  will  result  in
higher percentages of Aggregate Target Awards as follows:



               Net Income         % of Target Awards Earned
               $  125                       16.50%
               $  310                       33.00%
               $  495                       49.50%
               $  680                       66.00%
               $  935                       99.00%
               $1,190                      132.00% (Max)


Employee Measures:

The employee measures will depend on Engagement Scores.

                                           Threshold      Target     Maximum
          Engagement Score                      5%          10%       20%
          Engagement versus National Norm     3.5%           7%       14%

            Total                             8.5%          17%       34%

At a threshold Engagement Score of 72%, the Fund will accumulate
5% of Aggregate Target Awards.  Higher scores will result in
higher percentages of Aggregate Target Awards, as follows:

          Engagement Score         % of Target Awards Earned
               72%                           5.00%
               73%                           7.50%
               74%                          10.00%
               75%                          15.00%
               76%                          20.00% (Max)

At  a  threshold Engagement Score of 7% below National Norm,  the
Fund  will  accumulate 3.5% of Aggregate Target  Awards.   Higher
scores  will  result  in higher percentages of  Aggregate  Target
Awards, as follows:

         Percent below National Norm   % of Target Awards Earned
                    7%                        3.50%
                    6%                        5.25%
                    5%                        7.00%
                    4%                       10.50%
                    3%                       14.00% (Max)

                                 4

<Page> 5
In  the event the Employee Opinion Survey is not conducted during
the  plan  year  measured, AA's Engagement Score  and  Engagement
versus the National Norm will be calculated at target.


Customer Measures:

Customer Measures will depend on DOT Rank and Survey America
Rank.  Each of the five components (retained preference, overall
travel experience, overall ground service, overall on-board
service and DOT A+14 rankings) is measured separately.  For each
Measure, at a threshold rank of fourth, the fund will accumulate
2.55% of Aggregate Target Awards.  A higher rank will result in
higher percentages of Aggregate Target Awards, as follows:

               Rank                % of Target Awards Earned
               Fourth                            2.55%
               Third                             3.40%
               Second                            5.10%
               First                             6.80% (Max)


The following scorecard illustrates this.
<Table>
<Captions>


2002 Incentive Plan
     Scorecard
<s>                 <c>    <c>    <c>          <c>    <c>       <c>    <c>       <c>
                         Threshold                    Target           Maximum   Example
Measures            Weight  25%    50%         75%    100%      150%     200%    Score 1/
Shareholder
- AMR net income     66%   $125M  $310M      $495M    $680M    $935M   $1,190M    66.00%


                                Threshold             Target           Maximum    Example
                     Weight  25%    50%         75%    100%     150%     200%      Score
Employee
- engagement score
  on opinion survey   10%    n/a    72%         73%    74%       75%      76%      5.00%
- AA engagement vs.
  national norm       7%    n/a     7% below 6% below 5% below 4% below 3% below   5.25%
                     17%                                                          10.25%
                                               Threshold  Target           Maximum Example
                        Weight   25%    50%        75%     100%     150%     200%   Score
Customer
-retained preference     3.4%    n/a    n/a        4th     3rd      2nd      1st    3.40%
-overall  travel
 experience              3.4%    n/a    n/a        4th     3rd      2nd      1st    2.55%
-overall ground service  3.4%    n/a    n/a        4th     3rd      2nd      1st    2.55%
-overall on-board
 services                3.4%    n/a    n/a        4th     3rd      2nd      1st    5.10%
-DOT A+14 ratings        3.4%    n/a    n/a        4th     3rd      2nd      1st    3.40%
                          17%                                                      17.00%

Fund as a % of Target                                                              93.25%


1/ Based on performance results in shaded areas
</Table>

                                      5
<Page> 6



Allocation of Individual Awards

The  Chairman and CEO of American, in consultation with the Vice-
Chairman, executive and senior vice presidents of American,  will
determine  awards for non-officer eligible employees  based  upon
the eligible employee's performance.  Unless otherwise determined
by  the  Chairman,  an  award under the  Plan  to  a  non-officer
eligible  employee, when combined with any other  award  for  the
Plan  year  whether  such  other  award  is  under  an  incentive
compensation,   commission,  profit  sharing   or   other   bonus
compensation   plan,  may  not  exceed  100%  of  such   eligible
employee's base salary.

The  Committee,  in  consultation with the Chairman  and  CEO  of
American,   will  determine  awards  for  officers  of  American,
including the Named Executive Officers.  The awards for  officers
(other  than the Named Executive Officers) will be equal  to  the
appropriate  Target  Award,  plus or minus  any  adjustments  for
individual performance.  To the extent that an award to  a  Named
Executive  Officer  includes  a partial  payment  relating  to  a
Measure  (other  than Net Income), such partial payment  will  be
paid  from the general operating funds of American.     An  award
under  the Plan to an officer may not exceed the amount set forth
in Section 11 of the LTIP.

The  aggregate of all awards paid hereunder will not  exceed  the
lesser  of:  (2.0 times the Fund at Aggregate Target  Awards)  or
(50%  of the total base salaries of all eligible participants  in
the  Plan).    In the discretion of the Committee, the  Fund  may
not be fully distributed.


Administration

The  Committee  shall have authority to administer and  interpret
the   Plan,  establish  administrative  rules,  approve  eligible
participants, and take any other action necessary for the  proper
and efficient operation of the Plan.  For participants other than
the Named Executive Officers, the Committee reserves the right to
adjust  the  calculation  of  each  Measure  at  its  discretion.
Notwithstanding  anything to the contrary  contained  herein,  no
awards  will be made under the Plan unless awards are  also  made
under the 2002 American Airlines Employee Profit Sharing Plan and
the  2002  Pilot  Variable Compensation Plan for members  of  the
Allied Pilots Association.  The amount, if any, of
the  Fund  shall  be audited by the General Auditor  of  American
based  on  a  certification of Net Income  by  AMR's  independent
auditors.   A summary of awards under the Plan shall be  provided
to   the   Committee  at  the  first  regular  meeting  following
determination  of  the awards.  To the extent  a  Measure  is  no
longer  compiled  by  the  DOT, Survey America,  or  American  as
applicable,  during a Plan year, the Committee will substitute  a
comparable  performance measure for the  remainder  of  the  Plan
year.
                              6


<Page> 7
Method of Payment

The  Committee  will determine the method of payment  of  awards.
Except  as  provided  herein, awards shall be  paid  as  soon  as
practicable after audited financial statements for the year  2002
are  available.  Individuals, except retirees, may elect to defer
their  awards  into  a  deferred compensation  program,  if  any,
administered by American or AMR.


General

Neither  this  Plan  nor  any action  taken  hereunder  shall  be
construed as giving any employee or participant the right  to  be
retained in the employ of American or an Affiliate.

Nothing  in  the  Plan shall be deemed to give any  employee  any
right, contractually or otherwise, to participate in the Plan  or
in  any  benefits  hereunder, other than  the  right  to  receive
payment of such incentive compensation as may have been expressly
awarded by the Committee.

In  the  event of any act of God, war, natural disaster, aircraft
grounding,   revocation  of  operating  certificate,   terrorism,
strike, lockout, labor dispute, work stoppage, fire, epidemic  or
quarantine  restriction,  act of government,  critical  materials
shortage,  or  any  other  act beyond the  control  of  American,
whether  similar or dissimilar,  (each a "Force Majeure  Event"),
which Force Majeure Event affects American or its subsidiaries or
its  Affiliates,  the Committee in its sole discretion,  may  (i)
terminate or (ii) suspend, delay, defer (for such period of  time
as  the Committee may deem necessary), or substitute any payments
due currently or in the future under the Plan, including, but not
limited  to,  any payments that have accrued to  the  benefit  of
participants but have not yet been paid.

In  consideration of the employee's privilege to  participate  in
the  Plan,  the  employee agrees (i) not to  disclose  any  trade
secrets  of,  or  other confidential/restricted  information  of,
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  current
employees of American or any subsidiaries
of AMR to join the employee at his or her new place of employment
after  his  or her employment with American or its Affiliates  is
terminated.

The  Committee may amend, suspend, or terminate the Plan  at  any
time.

                               7

</TEXT>
</DOCUMENT>
