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THIS AGREEMENT HAS CONFIDENTIAL PORTIONS OMITTED, WHICH PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE
INDICATED IN THIS AGREEMENT WITH "[TEXT OMITTED - CONFIDENTIAL TREATMENT
REQUESTED]."


             SUPPLEMENTAL AGREEMENT REGARDING WORKERS' COMPENSATION


This SUPPLEMENTAL AGREEMENT REGARDING WORKERS' COMPENSATION ("Supplemental
Agreement") is entered into as of March 15, 2000 by and between Sabre Inc. for
itself and on behalf of its wholly-owned subsidiaries ("Sabre"), and American
Airlines, Inc. ("AA").

                                   BACKGROUND

A.       AA and Sabre entered into a Management Services Agreement ("MSA") dated
         July 1, 1996, under which AA provides a range of services to Sabre
         including administration of workers' compensation claims in respect of
         Sabre's employees.

B.       The parent company of AA, AMR Corporation, is distributing a stock
         dividend on March 15, 2000 which will effect a divestiture of all the
         stock of Sabre owned by AMR. As a result of this spin-off of AMR's
         remaining ownership of Sabre, AA and Sabre are modifying certain of the
         contracts between them, including the MSA. The MSA Amendment now
         provides that the workers' compensation services of AA (described in
         Schedule XI of the MSA) will terminate effective July 31, 2000.

C.       AA and Sabre wish to clarify the treatment of the administration and
         payment of workers' compensation claims that may have been incurred
         before the closing of the spin-off of Sabre referred to above and
         certain other understandings in respect of the workers' compensation
         administration services to be terminated.

                                     CLAUSES

NOW, THEREFORE, AA and Sabre agree as follows:

[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]


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 [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

5.   ACCESS TO INFORMATION. Sabre will provide AA with access to any information
     that AA may reasonably require with regard to the performance of its
     obligations under the MSA and this Supplemental Agreement Regarding
     Workers' Compensation.

6.   TERM; GOVERNING LAW. This Supplemental Agreement will remain in effect for
     a term of two years from its effective date. The validity, interpretation
     and performance of this Supplemental Agreement are governed by the laws of
     the State of Texas.

7.   MISCELLANEOUS TERMS AND CONDITIONS. To the extent that AA will be invoicing
     Sabre for amounts owed under this Supplemental Agreement and to the extent
     any obligation of either party under this agreement could be characterized
     as a service rendered to the other party, the parties hereby incorporate by
     reference the terms and conditions of the Management Services Agreement
     between AA and Sabre, as amended effective March 15, 2000.

IN WITNESS WHEREOF, the parties have caused this Supplemental Agreement to be
executed in two or more identical counterparts by their duly authorized
representatives.

AMERICAN AIRLINES, INC.                          SABRE INC.

By:                                     By:
    ------------------------                ------------------------
Name:                                   Name:
       ---------------------                   ---------------------
Title:                                  Title:
        ----------------------                  ----------------------









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