Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.

Yes ______ No ___X___

TAM S.A.

CNPJ [Corporate Taxpayer’s Roll] under no. 01.832.635/0001-18

NIRE [Company Roll Registration Number] no. 35.300.150.007

Authorized Open Capital Company – CVM no. 16390 AV. Jurandir, no. 856, Lote 4, 1º Andar, Jardim Ceci, São Paulo/SP, CEP 04072-000

MANUAL TO ATTEND THE

GENERAL DEBENTURES’ HOLDER MEETING

MARCH 29, 2012, AT 10:30 AM

THE MANAGEMENT

OE 2010

MANAGEMENT MANUAL

TRAÇÃO GOE 2010

Dear Sirs,

TAM S.A. (hereinafter referred to as “Company" or “Issuer”) in order to instruct on the issues to be decided in the General Debentures’ Holders Meeting (“AGD”), to take place on March 29, 2012, at 10:30 am, and in second call, as applicable, on April 09, 2012, at 10:30 am, at the Issuer facilities, located at Rua Ática no. 673, in the City of São Paulo, State of São Paulo, makes available all information and documents by this manual in the consolidated form, which are required to Debentures’ Holders take part in the in AGD.

We also inform the Manual to Attend the General Meeting is available to the Debentures’ Holders at the Company registered office located at Avenida Jurandir nº 856, lote 4, 1º andar, city of São Paulo, State of São Paulo, in the Investors Relation website  ( www.tam.com.br/ri ), as well as BM&FBOVESPA ( www.bmfbovespa.com.br ) and Securities Exchange Commission ( www.cvm.gov.br ) websites:  (i) Manual to Attend the Debentures’ Holders General Meeting containing all information on the issues to be analyzed and discussed.    

We are counting with the participation of all Debentures’ Holder.

São Paulo, March 14, 2012.

Líbano Miranda Barroso.

Financial and Investors Relations Director.

MANAGEMENT MANUAL

AGOE 2010

MANUAL TABLE OF CONTENTS

UAL DA AD

TAM S.A.

CNPJ/MF [Corporate Taxpayer’s Roll] under no. 01.832.635/0001-18

NIRE [Company Roll Registration Number] 35.300.150.007

Authorized Open Capital Company – CVM no. 016390

 CALL NOTICE

GENERAL DEBENTURES’ HOLDER MEETING

Debentures’ Holder are convened for the 1st Public Issue of 50,000 Non-Convertible Debentures, sole series, unsecured king, of TAM S.A. (hereinafter referred to as "Debentures" and "Issuer" or “Company", respectively) pursuant to the provisions of  8 ^th Clause of the Public Debentures Deed (hereinafter simply referred to as “Deed”) to meet in the Debentures’ Holder General Meeting to take place on March 29, 2012,  at 10:30 am and in second call, as applicable on April 09, 2012, at 10:30 am, at the Issuer facilities, located at Rua Ática no. 673, in the City of São Paulo, State of São Paulo in order to decide on the following agenda of the day:

(i) Decide on the amendment of the Deed in order to include the Company’s prerogative to arrange the Anticipated Total Redemption of the Debentures as provided for the laws in force.  

We also inform the Manual to Attend the General Meeting is available to the Debentures’ Holders at the Company registered office located at Avenida Jurandir no. 856, lote 4, 1º andar, city of São Paulo, State of São Paulo, in the Investors Relation website  ( www.tam.com.br/ri ), as well as BM&FBOVESPA ( www.bmfbovespa.com.br ) and Securities Exchange Commission ( www.cvm.gov.br ) websites, which contains all the information on the issued to the analyzed and discussed.  

General Instruction:

Pursuant to the provisions in 8th Clause, subparagraph 8.2.2 of the Deed, all Debentures’ Holder owning the “outstanding debentures” shall take part in the Meeting herein convened, which are all debentures issued, and excluding those in the Issuer Treasury department, and owned by (i) companies (directly or indirectly) controlled by the Issuer; (ii) holding (or in control group) and/or associated of Issuer; (iii) Issuer and /or Guarantor managers including but not limited to people directly or indirectly related to any person previously mentioned; and (iv) investment funds exclusively the private pension plan sponsored by Issuer and/or Guarantor as well as the debentures owned by directors, council’ members, and their relatives  up to the second level.

Debentures’ Holder shall present themselves before the time scheduled for the beginning of the Meeting with the following documents:

• In addition to the identity document and statement of the respective debentures account on each Debenture’s Holder name, issued by the depository institution; 

• In the case, Debentures’ holder could not attend the General Meeting, he/she should be represented by the attorney-in-fact bearing specific powers to the representation in the Meeting, in compliance with the legal provisions; and 

• In order to expedite the proceedings and facilitate the Meeting works, the power-of-attorney should be deposited at the Company's registered office, on debenture' holder discretion up to 02 (two) business days prior to the date scheduled to the Meeting. 

Any further explanation deemed necessary should be obtained in the Investors Relations website  – www.tam.com.br/ri . 

São Paulo, March 14, 2012.

Líbano Miranda Barroso.

Financial and Investors Relations Director.

TAM S.A.

GOE 2010

MANAGEMENT MANUAL

AGOE 2010

DECISIONS

You find below the issue to be decided in AGD.

(i) Decide on the amendment of the Deed in order to include the Company’s prerogative to arrange the Anticipated Redemption of the Debentures as provided for the laws in force.

Approve:  Issuer proposal to include the Company’s prerogative to arrange the Anticipated Redemption of Debentures, as provided for the laws in force, which refers to the operation already disclosed of the association with LAN Airlines, and shall result on the incorporation of LATAM Airlines Group.  As already disclosed, the operation leads to the public offer of stocks exchange to cancel the registration of the open company and the consequently terminating the Level 2 of the BM&FBOVESPA corporative governance (hereinafter referred as "Offer").  Said canceling shall also cause the withdrawal of all outstanding Debentures.  In order to meet the Company and debenture’s holders interests, Company decided to submit the Deed amendment thereto in order to allow the anticipated redemption of all Debentures before the Offer is concluded, which application was filed before the Securities Exchange Commission on January 18, 2012.