American
Airlines, Inc.
 6-1162-AKP-071R1 Page5


6-1162-AKP-071R1








American
Airlines, Inc.


P.O. Box
619616


Dallas-Fort
Worth Airport, Texas  75261-9616








Subject:                                Purchase
Obligations





Reference:
            Purchase
      Agreement Nos. 1977, 1978, 1979, 1980, and 3219 (collectively, the
      Purchase Agreements) between The Boeing Company  and American
      Airlines, Inc. relating to Model 737, 757, 767, 777, and 787 aircraft,
      respectively








This
letter agreement (Letter Agreement) is entered into on the date below, and
amends and supplements each Purchase Agreement. This Letter Agreement further
evidences and documents Customer’s commitment, [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].





1.           Definitions.





Terms used herein and not defined in
this Letter Agreement have the meanings set forth in the Purchase Agreements.
The following terms, when used in capitalized form, have the following
meanings:





“Boeing Aircraft” means any aircraft
within the MTOW Range manufactured by Boeing.





“Boeing Affiliate Aircraft” means any
aircraft within the MTOW Range manufactured by an Affiliate of Boeing such as
McDonnell Douglas Corporation or its successors.





“Existing Customer Aircraft” means any
Boeing Aircraft, Boeing Affiliate Aircraft or Non-Boeing Aircraft, which is
owned, leased or operated by Customer on the date of this Letter
Agreement.





“Non-Boeing Aircraft” means any
aircraft within the MTOW Range that is neither a Boeing Aircraft nor a Boeing
Affiliate Aircraft.














2.           [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE


COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].





Boeing and Customer agree that, except
as provided in this Letter Agreement, [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].





3.           [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE


COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].





Nothing in this Letter Agreement shall
preclude Customer from:





3.1           [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY


WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].





[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].





3.2           [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY


WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].





[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].








P.A. Nos.
1977, 1978, 1979, 1980, and 3219
 
 American
Airlines, Inc.
 6-1162-AKP-071R1 Page5


3.3                  [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY


WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].





[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].





3.4           [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY


WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].





[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].





3.5           [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY


WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].





[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].





3.6           [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY


WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].





[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].





P.A. Nos.
1977, 1978, 1979, 1980, and 3219
 Purchase
Obligations
 BOEING
PROPRIETARY
 
 American
Airlines, Inc.
 6-1162-AKP-071R1 Page5


3.7                  [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY


WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].





[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].





3.8           [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY


WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].





[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].





4.           [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE


COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].





4.1           [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].





4.2           [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].





4.3           [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].





P.A. Nos.
1977, 1978, 1979, 1980, and 3219
 Purchase
Obligations
 BOEING
PROPRIETARY
 
 American
Airlines, Inc.
 6-1162-AKP-071R1 Page5


5.           Confidential
Treatment.





Customer and Boeing understand that
certain commercial and financial information contained in this Letter Agreement
are considered by Boeing and Customer as confidential. Customer and Boeing agree
that each will treat this Letter Agreement and the information contained herein
as confidential and will not, without the prior written consent of the other,
disclose this Letter Agreement or any information contained herein to any other
person or entity, except as provided in this Letter Agreement or in the Purchase
Agreements.








Very
truly yours,





THE
BOEING COMPANY











By





ItsAttorney-In-Fact








ACCEPTED
AND AGREED TO this





Date:
 ,
2008





AMERICAN
AIRLINES, INC.











By





Its








P.A. Nos.
1977, 1978, 1979, 1980, and 3219
 Purchase
Obligations
 BOEING
PROPRIETARY