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          American
Airlines, Inc.

          6-1162-TRW-0672

          Page
3

        

      

    


    6-1162-TRW-0672

    


    


    American
Airlines, Inc.

    P.O. Box
619616

    Dallas-Fort
Worth Airport

    Texas
75261-9616

    


    


    Subject:                      Promotional
Support Agreement

    


    


    
      	
              Reference:

            	
              Purchase
      Agreement No. 3219 (the Purchase Agreement) between The Boeing Company
      (Boeing) and American Airlines, Inc. (Customer) relating to
      Model 787-923 aircraft
(Aircraft).

            


    

    


    


    This
letter agreement (Letter Agreement) amends and supplements the Purchase
Agreement.  All terms used but not defined in this Letter Agreement
have the same meaning as in the Purchase Agreement.

    


    


    Recital.

    


    Boeing
and Customer wish to enter into an agreement pursuant to which each party will
contribute equally to promotional programs in support of the entry into
Customer’s service of the Aircraft as more specifically provided
below.

    


    Agreement.

    


    1.           Definitions.

    


    1.1           “Covered
Aircraft” shall mean those Aircraft identified on Table 1 to the Purchase
Agreement as of the date of signing of this Letter Agreement and any Substitute
Aircraft.

    


    1.2           “Promotional
Support” shall mean marketing and promotion programs in support of the entry
into Customer service of the Covered Aircraft such as marketing research,
tourism development, corporate identity, direct marketing, video tape or still
photography, planning, design and production of collateral materials, management
of promotion programs, advertising campaigns or such other marketing and
promotional activities as the parties may mutually agree.

    


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

    


    1.4           “Performance
Period” [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

    


    


    1.5           “Qualifying
Third Party Fees” shall mean [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].

    


    2.           Commitment.

    


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

    


    


    3.           Methods of
Performance.

    


    Subject
to the Commitment Limit, Customer may elect to receive the Promotional Support
in either or any combination of the following ways:

    


    3.1           [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].

    


    4.           Commencement
Date.

    


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

    


    5.           Project
Approval.

    


    Following
the execution of this Letter Agreement, a Boeing Airline Marketing Services
representative will meet with Customer’s designated representative to review and
approve the extent, selection, scheduling, and funds disbursement process for
the Promotional Support to be provided pursuant to this Letter
Agreement.

    


    6.           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 Agreement.

    


    Very
truly yours,

    


    THE
BOEING COMPANY

    


    


    By                                           

    


    Its            Attorney-In-Fact           

    


    


    ACCEPTED
AND AGREED TO this

    


    Date:
                             ,
2008

    


    AMERICAN
AIRLINES, INC.

    


    By                                                                                     

    


    Its                                                                                    


    
      
        
          P.A. No.
3219

          Promotional_Support_Agreement Rev.:
2/07/06

          


          BOEING
PROPRIETARY