The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

Exhibit 10.32V

		The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

AAL-PA-1980-LA-1003344

American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas ###-###-####

Subject:		Open Configuration Matters — 777-323ER
Reference:		Purchase Agreement No. PA-1980 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 777-323ER aircraft (Aircraft)

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

1. Aircraft Configuration.

     1.1 Initial Configuration. The initial configuration of Customer’s Model 777-323ER Aircraft has been defined by Boeing Model 777-200/200ER/-200LR/-300/-300ER Configuration Specification D019W005, Rev G . Final configuration of the Aircraft will be completed as described in this Letter Agreement. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

     1.2 Final Configuration Schedule. Customer and Boeing hereby agree to complete the configuration of the Aircraft using the then-current Boeing configuration documentation in accordance with the following schedule:

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

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

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BOEING PROPRIETARY

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

2. Amendment of the Purchase Agreement. Within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] days following Customer’s Accept/Reject Decision, Boeing and Customer will execute a written amendment to the Purchase Agreement, which will reflect the following:

     2.1 Changes applicable to the basic Model 777-300ER aircraft, which are developed by Boeing between the date of signing of the Purchase Agreement and date of [final configuration.

     2.2 Incorporation into Exhibit A of the Purchase Agreement, by written amendment, those optional features which have been agreed to by Customer and Boeing pursuant to Article 1.2 above (Customer Configuration Changes);

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

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

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

3. Other Letter Agreements.

     Boeing and Customer acknowledge that as the configuration of the Aircraft progresses, there may be a need to execute letter agreements addressing one or more of the following subjects:

     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].

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BOEING PROPRIETARY

Very truly yours,
THE BOEING COMPANY
By
Its		Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date:
American Airlines, Inc.
By
Its

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BOEING PROPRIETARY