AMENDMENT III TO TRUST AGREEMENT

 

                                                                   Exhibit 10.4

                        AMENDMENT III TO TRUST AGREEMENT
                 DATED AUGUST 12, 1988, BY AND AMONG AAR CORP.,
                 THE NORTHERN TRUST COMPANY AND IRA A.. EICHNER

         WHEREAS, AAR CORP., The Northern Trust Company and Ira A. Eichner (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 Ira A. Eichner ("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/ Howard A. Pulsifer
                                       ----------------------------------------
                                       Howard A. Pulsifer, Vice President

                                          THE NORTHERN TRUST COMPANY

                                    By: /s/ Eva Bernacki  Vice President
                                       ----------------------------------------

                                     /s/ Ira A. Eichner
                                    -------------------------------------
                                    Ira A. Eichner

                         AMENDMENT IV TO TRUST AGREEMENT
                 DATED AUGUST 12, 1988, BY AND AMONG AAR CORP.,
                  THE NORTHERN TRUST COMPANY AND IRA A. EICHNER

         WHEREAS, AAR CORP., The Northern Trust Company and Ira A. Eichner (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 Eichner or, in the event of Eichner's 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 Eichner's 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 Eichner (or Eichner's Beneficiary in the
         event of Eichner's 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 Eichner (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 Eichner 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, Eichner (or Eichner's
         Beneficiary in the event of Eichner's 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/ Howard A. Pulsifer
                                        ---------------------------------------
                                        Howard A. Pulsifer, Vice President

                                    THE NORTHERN TRUST COMPANY

                                    By:
                                       ---------------------------------------

                                     /s/ Ira C. Eichner
                                    -------------------------------------
                                    Ira A. Eichner 

Basic Info X:

Name: AMENDMENT III TO TRUST AGREEMENT
Type: Trust Agreement
Date: Aug. 18, 1999
Company: AAR CORP
State: Delaware

Other info:

Date:

  • October 17 , 1996
  • 9th day of October , 1996
  • AUGUST 12 , 1988
  • May 25,1990
  • February 4,1994
  • October 9 , 1996
  • May , 1999

Organization:

  • The Northern Trust Company

Location:

  • U.S.
  • United States

Person:

  • Eva Bernacki
  • Howard A. Pulsifer
  • Ira C. Eichner
  • Ira A. Eichner