Supplemental Key Employee Retirement Plan

 

                                First Amendment to the
                                      AAR CORP.
                     Supplemental Key Employee Retirement Plan
                     -----------------------------------------

    WHEREAS, AAR CORP. ("Company") adopted the AAR CORP. Supplemental Key
Employee Retirement Plan ("SKERP") effective as of June 1, 1994; and
    WHEREAS, the Company has reserved the right to amend the SKERP and deems it
appropriate to do so in certain respects;
    NOW, THEREFORE, the SKERP is hereby amended as follows, effective as of
June 1, 1995:

    1.   The following language is added at the end of Section 3.1(a):

              "and (3) his Compensation was subject to any maximum annual
              limits established by the Company from time to time for Executive
              or Key Employee participants through its Retirement Plan
              Administrative Committee upon recommendation of management"

    2.   The title of Section 3.7 is deleted and the word "Equivalencies" is
         substituted in lieu thereof, and the word "actuarial" is deleted from
         the third and fifth lines of Section 3.7.

    3.   The words "no later than 60 days after the last day of such Plan Year"
         at the end of Section 4.1 are deleted and the following is substituted
         in lieu thereof:

              "at the same time as Qualified Salary Deferral Contributions are
              made for such Plan Year."

    4.   The last sentence of Section 4.2 is deleted and the following is
         substituted in lieu thereof:

              "A Supplemental Salary Deferral Agreement shall be made at least
              thirty days prior to the effective date thereof and shall remain
              in full force and effect subsequently until revised or revoked by
              a Participant by written instrument delivered to the Committee at
              least 30 days prior to the date the revision or revocation is to
              become effective."

    5.   The words "no later than 60 days after the last day of such Plan Year"
         at the end of Section 4.3 are deleted and the following is substituted
         in lieu thereof:

              "at the same time as Qualified Company Contributions are made for
              such Plan Year."

    6.   The words "no later than 120 days after the last day of such Plan
         Year" at the end of Section 4.4 are deleted and the following is
         substituted in lieu thereof:

              "at the same time as Qualified Profit Sharing Contributions are
              made for such Plan Year."

    7.   The first line of Section 4.6(a) is amended to read as follows:

              "(a)  TERMINATION OF EMPLOYMENT PRIOR TO DEATH.  Following
              termination of a"

    8.   The word "two" in line 5 of Section 5.1 is deleted and the word 
         "one" is substituted in lieu thereof.

    IN WITNESS WHEREOF, this First Amendment has been executed this 25th day of
July, 1995, effective as of June 1, 1995.
                                       AAR CORP.

                                       By: /s/ Ira A. Eichner
                                          -------------------------------------
                                            Ira A. Eichner, Chairman

                               SECOND AMENDMENT TO THE
                 AAR CORP. SUPPLEMENTAL KEY EMPLOYEE RETIREMENT PLAN

    WHEREAS, AAR CORP. ("Company") adopted the AAR CORP. Supplemental Key
Employee Retirement Plan ("SKERP"), effective June 1, 1994; and
    WHEREAS, the Company amended the SKERP effective June 1, 1995, and deems it
appropriate to further amend the SKERP in certain respects;
    NOW, THEREFORE, the SKERP is hereby amended, as follows, effective as of
January 1, 1996:

    1.   The following paragraph (f) is hereby added at the end of Section 4.5:
         (f)  TRUST AGREEMENT NO. 2 - Notwithstanding the preceding provisions
    of this Section, during the existence of Trust Agreement No. 2 referred to
    in the second paragraph of Section 8.2, the Company shall direct the
    Trustee of Trust Agreement No. 2 to invest and reinvest amounts credited to
    a Participant's Supplemental Salary Deferral Account, Supplemental Company
    Account, and Supplemental Profit Sharing Account as directed by the
    Participant pursuant to the preceding provisions of this Section 4.5.  Such
    directions shall be given by the Company to the Trustee of Trust Agreement
    No. 2 as soon as practicable after such directions are given to the Company
    by the Participant.
    2.   The following paragraph is added to Section 8.2:
         Notwithstanding the provisions of Section 8.1, the Company on or as
    soon as practicable after January 1, 1996, shall enter into a Trust
    Agreement ("Trust Agreement No. 2") with a bank or trust company (with a
    combined capital and surplus in excess of $100,000,000) located in the
    continental United States as Trustee, whereby the Company shall agree to
    contribute to a trust ("Trust No. 2") initially and annually thereafter for
    the purpose of accumulating assets sufficient to provide for Supplemental
    Salary Deferral Contributions, Supplemental Company Contributions and
    Supplemental Profit Sharing Contributions with respect to Participants
    under Article IV hereof.  Trust Agreement No. 2

    shall be substantially in the form of the model trust agreement set forth
    in Internal Revenue Service Procedure 92-64, or any subsequent Internal
    Revenue Service Procedure, and shall include provisions required in such
    model trust agreement that all assets of Trust No. 2 shall be subject to
    the creditors of the Company in the event of insolvency.  Trust Agreement
    No. 2 shall include such provisions as are applicable with respect to the
    investment and reinvestment of such Contributions pursuant to directions
    given by Participants to the Company and transmitted by the Company to the
    Trustee of Trust Agreement No. 2 pursuant to paragraph (f) of Section 4.5.

    IN WITNESS WHEREOF, this Second Amendment has been executed this 8th day
of January, 1996, effective as of January 1, 1996.

                                       AAR CORP.

                                       By /s/ Ira A. Eichner
                                         --------------------------------------
                                              Ira A. Eichner, Chairman

                                THIRD AMENDMENT TO THE
                 AAR CORP. SUPPLEMENTAL KEY EMPLOYEE RETIREMENT PLAN

    WHEREAS, AAR CORP. (the "Company") adopted the AAR CORP. Supplemental Key
Employee Retirement Plan ("SKERP"), effective June 1, 1994; and
    WHEREAS, the Company amended the SKERP, effective June 1, 1995 and January
1, 1996, and deems it appropriate to further amend the SKERP in certain
respects;
    NOW THEREFORE, Section 4.5 of the SKERP is hereby amended, effective as of
June 1, 1996, as follows:

    4.5  Investment of Supplemental Contributions.
         (a)  INVESTMENTS.  Amounts credited hereunder to the Supplemental
Salary Deferral Account, Supplemental Company Account, and Supplemental Profit
Sharing Account of a Participant shall be treated as if they were actually
invested in various investment funds that are made available by the Committee
from time to time and as are designated by each Participant pursuant to
investment directions given to the Committee.  Such Accounts shall be credited
with earnings, gains and losses of the applicable investment funds on the last
day of each calendar quarter or on such other date selected by the Committee.
Investment directions shall be made by a Participant in specified multiples of
10%.
         (b)  INVESTMENT CHANGES.  Each Participant shall have the right to
direct the Committee to modify his investment directions made pursuant to
paragraph (a) above with respect to amounts credited to his Supplemental Salary
Deferral Account, Supplemental Company Account and Supplemental Profit Sharing
Account

after the date such modification direction becomes effective, in specified
multiples of 10%.  Each Participant shall also have the right to direct the
Committee to change the investment directions made pursuant to paragraph (a)
above with respect to amounts credited to his Accounts on the date such
direction to change becomes effective, in specified multiples of 10%.
         (c)  EFFECTIVE DATE OF INVESTMENT DIRECTION.  Any investment
direction, or modification or change of an investment direction, made pursuant
to paragraph (a) or (b) above, shall be effective as soon as practicable (and in
any event not later than the first day of the month that occurs at least 30
days) after the date the applicable direction is given to the Committee.  A
modification or change of an investment direction made pursuant to paragraph (b)
may, if required by an administrative rule promulgated by the Committee, be made
only once in each calendar quarter.
    In the event that the sponsor of the investment funds permits more frequent
fund transfers than permitted above, or does not require written direction to
authorize fund transactions, the Committee may waive or modify the requirements
set forth in the preceding provisions of this Section as it deems appropriate.
         (d)  INVESTMENT FUNDS.  Any investments made by the Company or by the
Trustee of Trust Agreement No. 2 referred to in paragraph (f) below to conform
to directions made by a Participant pursuant to this Section shall be in
investment funds maintained in the name of the Company, or in the name of such
Trustee, and no Participant shall at any time have any interest in the assets of
any such investment fund.

         (e)  STATEMENT OF ACCOUNTS.  A statement of accounts for each
Participant, showing contributions, earnings, gains and losses and current
balances of the Accounts provided for under this Article IV shall be provided to
each Participant on not less than a quarterly basis.
         (f)  TRUST AGREEMENT NO. 2.  Notwithstanding the preceding provisions
of this Section, during the existence of Trust Agreement No. 2 referred to in
the second paragraph of Section 8.2, the Company shall direct the Trustee of
Trust Agreement No. 2 to invest and reinvest amounts to conform to directions
made by a Participant pursuant to the preceding provisions of this Section 4.5.
Directions shall be given by the Company to the Trustee of Trust Agreement No. 2
as soon as practicable after such directions are given to the Company by the
Participant.

    IN WITNESS WHEREOF, this Third Amendment has been executed, this 30th day
of May, 1996, effective as of June 1, 1996.

                             AAR CORP.

                             By /s/ Ira A. Eichner
                               --------------------------------------
                               Ira A. Eichner, Chairman

 

Basic Info X:

Name: Supplemental Key Employee Retirement Plan
Type: Retirement Plan
Date: Aug. 20, 1996
Company: AAR CORP
State: Delaware

Other info:

Date:

  • 25th day of July , 1995
  • 8th day of January , 1996
  • June 1 , 1994
  • June 1 , 1995
  • January 1 , 1996
  • 30th day of May , 1996
  • June 1 , 1996

Organization:

  • Retirement Plan Administrative Committee
  • Supplemental Salary Deferral Contributions
  • Supplemental Company Contributions and Supplemental Profit Sharing Contributions
  • Internal Revenue Service
  • 4.5 Investment of Supplemental Contributions
  • Supplemental Company Account
  • Trustee of Trust

Location:

  • United States

Money:

  • $ 100,000,000

Person:

  • s Ira A. Eichner

Percent:

  • 10 %