Exhibit 10.4
AMENDMENT III TO TRUST AGREEMENT
DATED AUGUST 12, 1988, BY AND AMONG AAR CORP.,
THE NORTHERN TRUST COMPANY AND XXX X.. XXXXXXX
WHEREAS, AAR CORP., The Northern Trust Company and Xxx X. Xxxxxxx (the
"Parties") entered into a trust agreement dated August 12,1988 (the "Trust
Agreement"); and
WHEREAS, the Trust Agreement was amended by Amendment I thereto dated
May 25,1990 and Amendment II thereto dated February 4,1994; and
WHEREAS, the Parties reserve the right to amend the Trust Agreement and
now deem it appropriate to further amend the Trust Agreement in certain
respects;
NOW THEREFORE, the following paragraph is added at the end of
Section 2.2 to read as follows:
The Trustee also shall accept a transfer of assets from the trustee
of a trust agreement dated October 17, 1996 by and among AAR CORP.,
The Northern Trust Company and Xxx X. Xxxxxxx ("Trust No. 2")
consisting of contributions made by the Company to the trustee of
Trust No. 2 to assist the Company in fulfilling its obligations
under the Agreements, and earnings thereon. Such amount shall be
transferred to the Trustee from the trustee of Trust No. 2 as soon
as practicable after the Transfer Date described in Trust No. 2,
and such amount when received by the Trustee hereunder shall be
treated in the same manner as contributions made by the Company to
the Trust pursuant to the provisions of Section 2.1 above and this
Section 2.2.
IN WITNESS WHEREOF, the Parties have caused this Amendment III to the
Trust Agreement to be executed as of the 9th day of October, 1996.
AAR CORP.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, Vice President
THE NORTHERN TRUST COMPANY
By: /s/ Xxx Xxxxxxxx Vice President
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/s/ Xxx X. Xxxxxxx
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Xxx X. Xxxxxxx
AMENDMENT IV TO TRUST AGREEMENT
DATED AUGUST 12, 1988, BY AND AMONG AAR CORP.,
THE NORTHERN TRUST COMPANY AND XXX X. XXXXXXX
WHEREAS, AAR CORP., The Northern Trust Company and Xxx X. Xxxxxxx (the
"Parties") entered into a trust agreement dated August 12,1988 (the "Trust
Agreement"); and
WHEREAS, the Trust Agreement was amended by Amendment I thereto dated
May 25,1990, Amendment II thereto dated February 4,1994, and Amendment III
thereto dated October 9, 1996; and
WHEREAS, the Parties reserved the right to amend the Trust Agreement
and now deem it appropriate to further amend the Trust Agreement in certain
respects;
NOW THEREFORE, Section 3.1 is hereby amended to read as follows:
"3.1 The Company will serve as the benefits determiner
("Benefits Determiner") to determine the manner and the amount of
payments to be made to Xxxxxxx or, in the event of Xxxxxxx'x death to
his Beneficiary, under the Agreements until such time as a successor
Benefits Determiner is retained by the Trustee as provided for below;
provided, however, the Company will use a nationally recognized U.S.
firm providing actuarial and benefit consulting services in the United
States to provide actuarial services in connection with determination
of benefits hereunder and to review and confirm final calculations for
accuracy. Upon Xxxxxxx'x written request made at any time after the
commencement of Retirement Benefits under the agreements, the Trustee
shall retain a successor Benefits Determiner and so notify the Company,
provided that any successor Benefits Determiner shall be (i) jointly
selected by the Trustee and Xxxxxxx (or Xxxxxxx'x Beneficiary in the
event of Xxxxxxx'x death), (ii) a nationally recognized firm providing
actuarial and benefit consulting services primarily in the United
States, and (iii) independent of, and not providing services to, the
Company or Xxxxxxx (or his Beneficiary). The Trustee shall from time to
time, upon the direction of the Benefits Determiner, make distributions
or payments out of the Trust Fund to Xxxxxxx or, in the event of his
death, to his Beneficiary, in cash or in property in such manner and
amounts as the Benefits Determiner deems necessary to satisfy the
Company's obligation to provide the Benefits under the Agreements. The
Company, or if the Company fails to do so within ten days after the
receipt of a written request from the Trustee, Xxxxxxx (or Xxxxxxx'x
Beneficiary in the event of Xxxxxxx'x death) shall provide the Benefits
Determiner
with sufficient information to determine the Benefits payable under the
Agreements."
IN WITNESS WHEREOF, the Parties have caused this Amendment IV to the
Trust Agreement to be executed as of the 30 day of May, 1999.
AAR CORP.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, Vice President
THE NORTHERN TRUST COMPANY
By:
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/s/ Xxx X. Xxxxxxx
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Xxx X. Xxxxxxx
