Common Contracts

AMR CORPORATION (a Delaware corporation) 48,484,849 Shares of Common Stock (par value $1.00 per share) UNDERWRITING AGREEMENT Dated: September 22, 2009

Underwriting Agreement • September 28th, 2009 • American Airlines Inc • Air transportation, scheduled • New York

• Contract Type
  Underwriting Agreement
• Filed
  September 28th, 2009
• Company
  American Airlines Inc
• Industry
  Air transportation, scheduled
• Jurisdiction
  New York

Concurrently with the offering and sale of the Shares by the Company pursuant to the terms of this Agreement, the Company is offering, in a transaction registered under the Securities Act of 1933, as amended (the “Securities Act”), and by means of a prospectus supplement and related prospectus, up to $400,000,000 principal amount of its 6.250% Senior Convertible Notes due 2014 (the “Concurrent Offering”, and such notes, the “Notes”) to be issued pursuant to the provisions of an indenture dated as of February 1, 2004 between the Company and Wilmington Trust Company, as trustee, as supplemented and amended by the Supplemental Indenture, dated September 28, 2009 (as so supplemented, the “Indenture”). The Representatives are also acting as the representatives of the underwriters for the Concurrent Offering. The Company has granted the underwriters of the Concurrent Offering an option to purchase up to an additional $60,000,000 principal amount of the Notes to cover over-allotments, if any.

AMR CORPORATION (a Delaware corporation) Convertible Senior Notes due 2014 UNDERWRITING AGREEMENT Dated: September 22, 2009

Underwriting Agreement • September 28th, 2009 • Amr Corp • Air transportation, scheduled • New York

• Contract Type
  Underwriting Agreement
• Filed
  September 28th, 2009
• Company
  Amr Corp
• Industry
  Air transportation, scheduled
• Jurisdiction
  New York

AMR Corporation, a Delaware corporation (the “Company”), and American Airlines, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (the “Guarantor” and, together with the Company, the “Issuers”) confirm their agreement with you, as representatives of the Underwriters listed on Schedule A hereto (the “Underwriters”), with respect to the issue and sale by the Company and the purchase by the several Underwriters of $400,000,000 aggregate principal amount of the Company’s Convertible Senior Notes due 2014 (the “Notes”) and with respect to the grant by the Company to the Underwriters of the option described in Section 2(b) hereof to purchase all or any part of an additional $60,000,000 aggregate principal amount of the Notes. The aforesaid $400,000,000 aggregate principal amount of Notes (the “Initial Securities”) to