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IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA



UNITED STATES OF AMERICA,    

                  Petitioner,

                  v.

AMERICAN AIRLINES, INC.,

                  Respondent.


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Supplemental to
Civil Action No. 92-2854

Judge

STIPULATION

It is stipulated by and between the undersigned parties by their respective attorneys that:

1. The Court has jurisdiction over American Airlines, Inc. ("American") under its inherent power to enforce compliance with its orders and Section IX(D) of the Final Judgment.

2. The United States filed its Petition of the United States of America for an Order To Show Cause Why Respondent, American Airlines, Inc., Should Not Be Found in Civil Contempt ("Petition to Show Cause"). The Petition to Show Cause alleges violations of the Final Judgment entered by the Court in United States v. Airline Tariff Publishing Company, et. al, (August 10, 1994) (Civ Act. No. 92-2854) (the "Final Judgment").

3. The parties consent to the Court's entry of the Settlement Agreement and Order substantially in the form attached to this Stipulation, on the Court's own motion or on the motion of the United States at any time, and without further notice to any party or other proceedings.

4. The parties' execution of this Stipulation and entry of the Settlement Agreement and Order settles any and all claims of the United States arising from the specific events giving rise to the allegations described in Paragraphs 9 through 11 of the Petition to Show Cause.

5. Neither this Stipulation nor the attached Settlement Agreement and Order shall be construed to preclude the United States from bringing an action against American for any violation(s) of the Final Judgment other than the specific events giving rise to the allegations described in Paragraphs 9 through 11 of the Petition to Show Cause.

6. In the event that the proposed Settlement Agreement and Order is not entered pursuant to this Stipulation, this Stipulation shall become null and void and shall be of no effect whatever, and the making of this Stipulation shall be without prejudice to any party in this or any other proceeding.

Dated: August 6, 2004

AMERICAN AIRLINES, INC.

_______________/s/________________
Scott E. Flick (D.C. Bar # 242446)
Howrey Simon Arnold & White, LLP
1299 Pennsylvania Avenue, NW
Washington, DC 20004
(202) 383-6596
Counsel for American Airlines, Inc.

UNITED STATES OF AMERICA

_______________/s/________________
J. Richard Doidge
United States Department of Justice
Antitrust Division
Transportation, Energy, &
    Agriculture Section
325 7th Street, NW, Suite 500
Washington, DC 20530
(202) 514-8944