2005 - 2007 PERFORMANCE SHARE PLAN FOR OFFICERS AND KEY EMPLOYEES, AS AMENDED AND RESTATED AS OF JANUARY 16, 2007

                                                Exhibit 99.2       

     
            2005 - 2007 PERFORMANCE SHARE PLAN
   FOR OFFICERS AND KEY EMPLOYEES, AS AMENDED AND RESTATED
                   AS OF JANUARY 16, 2007
                             
Purpose

     The    purpose   of   the   2005   -   2007   AMR   Corporation
Performance   Share Plan for Officers and Key   Employees,   as
amended and restated as of January 16, 2007 ("Plan")   is   to
provide   greater incentive to officers and key employees   of
the subsidiaries and affiliates of AMR Corporation ("AMR" or
the    "Corporation")   to   achieve   the   highest    level    of
individual performance and to meet or exceed specified goals
during the time frame 2005 to 2007, which will contribute to
the success of the Corporation.

Definitions

     For purposes of the Plan, the following definitions
will control:
    
     "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.
    
     "Committee"   is defined as the Compensation   Committee,
or its successor, of the AMR Board of Directors.
    
     "Comparator Group" is defined as the following six U.S.
based carriers: AMR Corporation, Continental Airlines, Inc.,
Delta Air Lines, Inc., JetBlue Airways, Northwest Airlines
Corp. and Southwest Airlines Co.
    
     "Corporate Objectives" is defined as being the
objectives established by the Committee at the beginning of
each fiscal year during the Measurement Period.
    
     "Measurement   Period"   is defined   as   the   three   year
period   beginning   January 1, 2005 and ending   December   31,
2007.
    
      "Total Shareholder Return (TSR)" is defined as the rate
of return reflecting stock price appreciation plus
reinvestment of dividends over the Measurement Period.   The
average Daily Closing Stock Price (adjusted for splits and
dividends) for the three months prior to the beginning and
ending points of the Measurement Period will be used to
smooth out market fluctuations.
    
     "Daily Closing Stock Price" is defined as the stock
price at the close of trading (4:00 PM EST) of the National
Exchange on which the stock is traded.
    
     "National Exchange" is defined as either the New York
Stock Exchange (NYSE), the National Association of Stock
Dealers and Quotes (NASDAQ), or the American Stock Exchange
(AMEX).

Accumulation of Award

     Any   distribution under the Plan will be determined   by
(i)   the Corporation's TSR rank within the Comparator   Group
and/or   (ii)   the Corporation's attainment of the   Corporate
Objectives   during each year of the Measurement   Period   and
(iii)   the   terms   and   conditions of   the   award   agreement
between   the Corporation and the employee.   The distribution
percentage of a target award pursuant to the TSR metric   and
based on rank, is specified below:

     Granted Shares - Percent of Target Based on Rank
                                                       
  Rank       6         5         4         3        2        1
Payout%     0%       50%       75%      100%      135%     175%

     In   the   event   that   a carrier (or   carriers)   in   the
Comparator   Group ceases to trade on a National Exchange   at
any    point    in   the   Measurement   Period,   the    following
distribution percentage of