Exhibit 10.61


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


TRUST
AGREEMENT, AS AMENDED


UNDER


SUPPLEMENTAL EXECUTIVE RETIREMENT
PROGRAM


FOR OFFICERS OF AMERICAN AIRLINES, INC.


 


 


 


 


Adopted October 14, 2002


 

















 


TABLE OF CONTENTS


 


 


	
  ARTICLE I - DEFINITIONS

  	
   

  
	
  Section 1.1.

  	
  Account

  	
   

  
	
  Section 1.2.

  	
  Actuary

  	
   

  
	
  Section 1.3.

  	
  Beneficiary

  	
   

  
	
  Section 1.4.

  	
  Code

  	
   

  
	
  Section 1.5.

  	
  Committee

  	
   

  
	
  Section 1.6.

  	
  Corporation

  	
   

  
	
  Section 1.7.

  	
  Expense Account

  	
   

  
	
  Section 1.8.

  	
  Fund

  	
   

  
	
  Section 1.9.

  	
  Investment Manager

  	
   

  
	
  Section 1.10.

  	
  Participant

  	
   

  
	
  Section 1.11.

  	
  Plan

  	
   

  
	
  Section 1.12.

  	
  Trust

  	
   

  
	
  Section 1.13.

  	
  Trustee

  	
   

  
	
  Section 1.14.

  	
  Valuation Date

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II -
  CREATION, PURPOSE AND ADMINISTRATION OF THE TRUST

  	
   

  
	
  Section 2.1.

  	
  Purpose of the Trust;
  Separate Trust

  	
   

  
	
  Section 2.2.

  	
  Administration of the
  Trust

  	
   

  
	
  Section 2.3.

  	
  Irrevocable; Not
  Subject to Creditor Claims

  	
   

  
	
  Section 2.4.

  	
  Secured Interest;
  Separate Account

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III - ACCOUNTS

  	
   

  
	
  Section 3.1.

  	
  Fund and Accounts

  	
   

  
	
  Section 3.2.

  	
  Written Certifications
  Provided by Corporation to the Trustee

  	
   

  
	
  Section 3.3.

  	
  Benefits Payable

  	
   

  
	
  Section 3.4.

  	
  Account Adjustment

  	
   

  
	
  Section 3.5.

  	
  Maintenance of Accounts

  	
   

  
	
  Section 3.6.

  	
  Taxability of theTrust
  and the Participants

  	
   

  
	
  Section 3.7.

  	
  Accumulation/Distribution
  of Trust Income

  	
   

  
	
  Section 3.8.

  	
  Contributions by the
  Corporation for Income Taxes

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV -
  CONTRIBUTIONS, CERTIFICATIONS AND DISTRIBUTIONS

  	
   

  
	
  Section
  4.1.

  	
  Contributions to the
  Trust

  	
   

  
	
  Section 4.2.

  	
  Provision of Benefits
  is Binding Obligation of Corporation

  	
   

  
	
  Section 4.3.

  	
  Provision of Reports and
  Written Certifications by the Corporation to the Trustee

  	
   

  
	
  Section 4.4.

  	
  Distributions to
  Participants

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V - ACTUARY

  	
   

  
	
  Section 5.1.

  	
  Determination of
  Corporation’s Fund Contributions by Actuary

  	
   

  
	
  Section 5.2.

  	
  Resignation/Removal of
  Actuary

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI - INVESTMENTS
  AND POWERS OF THE TRUSTEE

  	
   

  
	
  Section 6.1.

  	
  Fund Held in Trust

  	
   

  
	
  Section 6.2.

  	
  Types of Investments

  	
   

  
	
  Section 6.3.

  	
  Powers and Authority of Trustee

  	
   

  
	
  Section 6.4.

  	
  Investment of Fund by
  Investment Manager

  	
   

  
	
  Section 6.5.

  	
  Making Benefit
  Payments Upon Retirement or Employment Termination

  	
   

  
	
  Section 6.6.

  	
  Deposit of
  Contributions by Trustee

  	
   

  
	
  Section 6.7.

  	
  Dealings with the
  Trustee

  	
   

  
	
  Section 6.8.

  	
  Use of Fund Assets to
  Pay Trust Expenses

  	
   

  



 


 


 

















 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII - DUTIES OF
  THE TRUSTEE

  	
   

  
	
  Section 7.1.

  	
  General Duties of the
  Trustee

  	
   

  
	
  Section 7.2.

  	
  Valuation of Fund

  	
   

  
	
  Section 7.3.

  	
  Reports and Records

  	
   

  
	
  Section
  7.4.

  	
  No Duty to Advance
  Funds or to Administer the Plan

  	
   

  
	
  Section 7.5.

  	
  Resignation/Removal of
  Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII -
  COMPENSATION, IMMUNITIES AND INDEMNITY OF THE TRUSTEE

  	
   

  
	
  Section 8.1.

  	
  Trustee Compensation
  and Expenses

  	
   

  
	
  Section 8.2.

  	
  Expense Account

  	
   

  
	
  Section 8.3.

  	
  Immunities

  	
   

  
	
  Section 8.4.

  	
  Indemnity of the
  Trustee

  	
   

  
	
  Section 8.5.

  	
  Determination of
  Interests in the Fund, Enforcement of Trust and Legal Proceedings

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX -
  AMENDMENT AND TERMINATION OF THE TRUST

  	
   

  
	
  Section 9.1.

  	
  Amendment of Agreement

  	
   

  
	
  Section 9.2.

  	
  Termination of
  Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X - THE
  COMMITTEE

  	
   

  
	
  Section 10.1.

  	
  Membership and Actions
  of the Committee

  	
   

  
	
  Section 10.2.

  	
  Committee Compensation
  and Expenses

  	
   

  
	
  Section 10.3.

  	
  Indemnity of Committee

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI -
  MISCELLANEOUS  

  	
   

  
	
  Section 11.1.

  	
  Governing Law

  	
   

  
	
  Section 11.2.

  	
  No Effect on
  Employment

  	
   

  
	
  Section 11.3.

  	
  Successors

  	
   

  
	
  Section 11.4.

  	
  Severability

  	
   

  
	
  Section 11.5.

  	
  Incorporation of Plan
  as Part of Agreement

  	
   

  
	
  Section 11.6.

  	
  Execution in
  Counterparts

  	
   

  
	
  Section 11.7.

  	
  Effect of Divisions
  and Captions

  	
   

  
	
  Section 11.8.

  	
  Gender and Number

  	
   

  



 


 












 








TRUST AGREEMENT


UNDER


SUPPLEMENTAL EXECUTIVE RETIREMENT
PROGRAM


FOR OFFICERS OF AMERICAN AIRLINES, INC.


 


 


THIS
AGREEMENT (the “Agreement”) is made and entered into effective as of the 14th
day of October, 2002 (the “Effective Date”), by and between AMERICAN AIRLINES,
INC. (the “Corporation”), a corporation organized and existing under the laws
of the State of Delaware, and WACHOVIA BANK, NATIONAL ASSOCIATION (the
“Trustee”), a national association organized and existing under the laws of the
United States, and the individuals constituting the Committee described in
Section 10.1 (the “Committee”).


 


 


RECITALS


 


WHEREAS, in January 1985,
the Board of Directors of the Corporation established the Supplemental
Executive Retirement Program for Officers of American Airlines, Inc., as
subsequently amended (the “Plan”), a copy of which is attached hereto as
Exhibit A and made a part of this Agreement for all purposes, for the purpose
of paying retirement benefits to certain officers of American Airlines, Inc.
(the “Participants”) in excess of the amount payable under the Corporation’s
defined benefit plan; and


 


WHEREAS, the Plan has not
been funded to date by the Corporation, because the Plan is a nonqualified plan
for Federal income tax purposes; and


 


WHEREAS, the Corporation
seeks to establish an irrevocable trust to fund certain retirement benefits of
the Participants of the Plan; and


 


                WHEREAS, the
Corporation desires the Trustee to be responsible for the protection and
conservation of the assets of the Trust, and the Trustee is willing to
undertake such responsibility under the terms of the Agreement; thus, the
Corporation will deliver assets to the Trustee to hold in trust for the purpose
of accumulating funds to pay benefits under the Plan as they become due and
payable; and


 


WHEREAS, the Corporation
desires for the Committee to be responsible for the administration of the
Trust, and the individuals identified in Schedule B have agreed to serve as the
Committee responsible for the administration of the Trust and are willing to
undertake the responsibility and duties of the Committee pursuant to the terms
of the Agreement; and


 


WHEREAS, the Corporation
intends the Trust to operate as a secular trust for Federal income tax
purposes, whereby the Participants will be subject to current taxation on the
funds held in the Trust; and


 


 


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WHEREAS, the trust established by this
Agreement is not intended to be a “grantor trust” pursuant to Sections 671
through 679 of the Internal Revenue Code of 1986, as amended (the “Code”), but
is intended to be a taxable trust pursuant to Sections 641 et seq. of the Code.


 


NOW,
THEREFORE, in
consideration of the mutual covenants contained herein, the Corporation, the
Trustee and the Committee hereby agree as follows.


 


 


ARTICLE
I


DEFINITIONS


 


                Each
word or phrase used herein which is in quotations shall have the meaning set
forth in this Article I, unless a different meaning is clearly required by
context.


 


Section 1.1.            Account.  “Account” means the separate account
established and maintained under the Fund with respect to each Participant to
provide a source of funds for the benefits payable by the Corporation to, or
with respect to, each such Participant under the Plan.


 


Section 1.2.            Actuary.  “Actuary” means the then acting actuary or
firm of actuaries employed by the Corporation to advise the Corporation with
respect to contributions to be made under the Plan.  The initial Actuary shall be Towers, Perrin, Forster &
Crosby, Inc. and Subsidiaries.


 


Section 1.3.            Beneficiary.  “Beneficiary” holds the identical definition
of the term as defined in Section 2.11 of the Plan.


 


Section 1.4.            Code.  “Code” means the Internal Revenue Code of
1986, as amended.


 


Section 1.5.            Committee.            “Committee” means the committee of
persons to whom the Corporation has delegated the responsibility of the Trust’s
administration.


 


Section 1.6.            Corporation.  “Corporation” means AMR Corporation  and
any successor thereto, or to the business thereof, by whatever form or manner
resulting.


 


Section 1.7.            Expense
Account.  A separate account of the Fund whereby the Corporation
may make contributions to be utilized by the Trustee to pay the compensation,
fees and expenses of the Trustee and the Committee and other expenses of the
Trust.


 


Section 1.8.            Fund.  “Fund” means the money and property held by
the Trustee under this Agreement.


 


Section 1.9.            Investment
Manager.  “Investment Manager” means the then acting
manager of all or any of the assets of the Fund that is appointed by the
Committee to exercise investment responsibility with respect to all or such
portion of the Fund as determined by the Committee.


 


 


 


2

















 


Section 1.10.          Participant.  “Participant” means an “Active Funding
Participant” in the Plan as defined at Section 2.3 of the Plan.  Attached hereto as Schedule A is a list of
the names of the Participants of the Plan as of the Effective Date of this
Agreement.  The Corporation will revise
the list from time to time to reflect changes in the identity of the
Participants of the Plan.


 


Section 1.11.          Plan.  “Plan” means the Supplemental Executive
Retirement Program for Officers of American Airlines, Inc. originally effective
January 1, 1985, and as amended from time to time, including certain retirement
benefits heretofore authorized and which may hereafter be authorized to be
payable to certain employees of the Corporation.


 


                          Section 1.12.          Trust.  “Trust” means the trust provided for under
this Agreement.


 


                Section 1.13.          Trustee.  “Trustee” means the then acting trustee of
the Trust.  The initial trustee of the
Trust is Wachovia Bank, National Association.


 


                Section 1.14.          Valuation
Date.  “Valuation Date” means (i) the last business
day of each calendar quarter; (ii)  in the case of a Participant who retires
or whose employment with the Corporation is terminated for any reason, the last
business day of the calendar month coincident with or immediately preceding the
date of such retirement or termination; and (iii)  each other date or dates
specified by the Committee to the Trustee for the valuation of the Fund and
adjustment of Accounts.


 


 


ARTICLE II


CREATION,
PURPOSE AND


ADMINISTRATION
OF THE TRUST


 


Section 2.1.            Purpose
of the Trust; Separate Trust.  This Trust is established by the
Corporation, the Trustee and the Committee for the purpose of accumulating
funds to pay benefits under the Plan. 
Payments from the Fund to Participants or their Beneficiaries shall be
in discharge of the Corporation’s liability under the terms of the Plan to such
Participants to the extent such benefits are paid from the Fund.  The Corporation intends that each Account
established pursuant to Article III be treated as a separate trust designed to
satisfy, in whole or in part, the Corporation’s liability under the Plan to the
Participant with respect to whose benefits such Account is maintained.


 


            Section 2.2.                Administration of the Trust.  The Committee shall be solely responsible
for the administration of the Trust. 
The Committee shall, upon request of the Trustee, furnish the Trustee
with such reasonable information as is necessary or appropriate for the Trustee
to carry out its responsibilities under this Agreement, and the Trustee shall
be entitled to rely conclusively on the information received from the
Committee.  The Corporation shall be
responsible for the administration of the Plan.  The Corporation shall, upon request of either the Committee or
the Trustee, furnish each of the Committee and the Trustee with such reasonable
information as each of the Committee or the Trustee shall deem necessary or
appropriate to carry out the intent and purposes of the Trust, and each of the
Committee and the Trustee shall be entitled to rely conclusively on the
information received from the Corporation, unless, in the case 


 


 


3

















 


of the Trustee, the Committee
has informed the Trustee in writing not to rely on such information.


 


            Section 2.3.                Irrevocable; Not Subject to
Creditor Claims.  Subject to the provisions of Section 9.2
hereof, this Trust shall be irrevocable. 
In addition, the Fund shall not be subject to the claims of the
creditors of the Corporation in a bankruptcy or other insolvency proceeding
under Federal or state law, but shall be maintained for the exclusive purpose
of providing benefits to Participants under the Plan.


 


            Section 2.4.                Secured Interest; Separate
Account.  Each Participant shall have a secured
interest in the Account maintained in the Fund with respect to the benefits
payable under the Plan.  Each
Participant’s Account will be maintained as a separate account within the
meaning of Section 404(a)(5) of the Code. 
The Corporation agrees that during the existence of the Trust, the
Corporation shall not permit or cause, or amend this Agreement to permit or
cause, the Fund, or any part hereof, to be used for or diverted to purposes
other than the payment of benefits under the Plan to Participants and their
Beneficiaries.


 


 


ARTICLE III


ACCOUNTS


 


Section 3.1.            Fund
and Accounts.


 


(a)           The Fund under this Trust shall
consist of such sums of money or other property (and the earnings thereon) as
shall from time to time be paid or delivered to the Trustee and held by it
pursuant to the terms of this Agreement. 
Additionally, the Corporation shall contribute the present value of the
accrued obligations under the SERP as of October 14, as may be determined by
the Committee and agreed to by the Trustee; and


 


(b)           At the time the Corporation makes an
initial contribution to the Trust with respect to the benefits of a
Participant, it shall notify the Trustee of such fact and an Account shall be
established by the Trustee under the Fund with respect to such Participant and
the amount so contributed or directed to be allocated shall be credited to such
Account.  Any subsequent contributions
to the Trust with respect to the benefits of such Participant also shall be
credited to such Account.  The
Corporation shall provide the Trustee with such information or reports as are
necessary to credit contributions to the Account maintained with respect to
each Participant in accordance with Section 4.3 hereof.


 


Section 3.2.            Written
Certifications Provided by Corporation to the Trustee.  Subject to this Section 3.2, the Trustee
shall have responsibility for the maintenance of Account records, including,
without limitation, the responsibility for making determinations regarding the
adjustment of such Accounts under Section 3.4. 
The Corporation shall provide the Trustee from time to time, but not
less frequently than annually, with written certifications pursuant to Section
4.3 hereof concerning the amount and form of benefits payable to each
Participant under the Plan and the time or times when such benefits shall
become payable.  Each such certification
shall 


 


 


4

















 


state that it is made in accordance with the
terms of the Plan, is binding on the Trustee, and may not be modified, amended
or rescinded in any manner whatsoever, except by a subsequent certification
which complies with the requirements of Section 4.3.  The Trustee shall not be bound by, and shall ignore, any such
certification which does not comply with the requirements of Section 4.3.  The Trustee shall make payments to
Participants and Beneficiaries strictly in accordance with the terms of Section  4.4
hereof and shall have no responsibility or duty to evaluate such certifications
or other reports with respect to their validity, accuracy or completeness or to
make any inquiry regarding the data or information contained therein.  If the Corporation does not provide the
Trustee with the information necessary to establish an Account pursuant to this
Section 3.2 and Section 4.3 herein, the Trustee shall deposit any contributions
for which it has not received information into the Trustee’s Expense Account,
and shall maintain the contributions in its Expense Account until it has
received such information.


 


Section 3.3.            Benefits
Payable.  Any benefits becoming payable under the Plan
to a Participant or Beneficiary shall be paid from the Fund and charged against
the Account maintained with respect to the benefits of such Participant.  No payment shall be made from the Fund to or
with respect to a Participant to the extent that such payment would exceed the
balance then remaining in the Account maintained with respect to such
Participant.


 


Section 3.4.            Account
Adjustment.  As of each Valuation Date, and based upon
the results of its valuation of the Fund as of such Valuation Date, the Trustee
shall adjust each Account to reflect the realized and unrealized gains and
losses and the income and expenses of the Fund on an accrual basis since the
preceding Valuation Date.  Such
adjustments shall be made on the basis of the relative balance in each Account
immediately after the adjustment made as of the preceding Valuation Date,
reduced by any benefits charged thereto since such preceding Valuation Date
under Section 3.3 hereof, and increased by any contribution made to the Fund
since the preceding Valuation Date under Sections 3.8 and 4.1 of the
Trust.  As of any date other than a
Valuation Date, the balance of any Account shall be the balance of such Account
as of the preceding Valuation Date, reduced by any benefit payments charged
thereto since the preceding Valuation Date and increased by any contributions
credited thereto since the preceding Valuation Date.


 


Section 3.5.            Maintenance
of Accounts.  Once established, an Account shall be
maintained with respect to the benefits of each Participant until it has been
liquidated through distribution to the Participant, or a Beneficiary thereof.


 


                Section 3.6.            Taxability
of the Trust and the Participants.


 


(a)           It is intended that the Trust not
constitute a “grantor trust” under Sections 671 through 679 of the Code, and,
notwithstanding any provision of this Agreement to the contrary, the
Corporation, as the grantor of the Trust, shall not possess any power under
this Agreement that would cause the Trust to constitute a “grantor trust.”  It is intended that the Trust constitute a taxable
entity under Sections 641 et. seq. of the Code.  Accordingly, the Trustee acknowledges and
agrees that the Corporation is not the owner of the Trust for Federal income
tax purposes.  Notwithstanding any
provision of this Agreement to the contrary, none of the powers granted to the
Trustee shall be construed 


 


 


5

















 


to enable the Corporation, the
Trustee or anyone else, to buy, exchange or otherwise deal with the Fund for
less than adequate and full consideration in money or money’s worth, or to
enable the Corporation, the Trustee or any entity in which the Corporation, the
Trustee, or both, have a substantial interest, to borrow from the Fund,
directly or indirectly, without adequate interest or security; no one but the
Trustee (or the Investment Manager) may vote or direct the vote of any
corporate shares or other securities of the Trust, or control the Trust’s
investments or reinvestments by substituting other property of equal value; the
Trustee is not required to surrender Trust assets upon being tendered
substitute assets, regardless of the relative values of the assets involved.


 


                                                        (b)           The Trust is a funded trust and, as such, it is intended
that each Participant in respect of whom an Account is maintained be taxed in
accordance with Section 402(b) of the Code. 
Consequently, contributions to the Trust by the Corporation shall be
taxable to the Participants in accordance with Section 402(b)(1) of the
Code.  (The Corporation shall take a
deduction for the amount of such contributions, for United States federal
income tax purposes, in accordance with Section 404(a)(5) of the Code.)  Except as is necessary to satisfy the
Trust’s obligation upon a distribution to withhold taxes and to pay over such
withheld amounts to the appropriate taxing authorities, the Trust shall not
have any obligation or liability for the payment of any income, estate, gift or
employment taxes payable by a Participant or Beneficiary, or the estate of a
Participant or Beneficiary, with respect to benefits payable under the Plan.  The Trustee shall have the sole
responsibility to file any tax returns, reports or other information as may be
required by any Federal, state, local or other taxing or governmental authority
with respect to the Trust, its income and distributions and withholding
therefrom.  The Corporation shall be
liable for the payment of employment taxes due as a result of contributions
made by the Corporation on behalf of a Participant (and the filing of any tax
returns, reports or other information as required with respect to such
payments).


 


Section 3.7.            Accumulation/Distribution
of Trust Income.  All of the income and gain derived from the
Fund shall be accumulated and allocated to the Accounts of the Participants
pursuant to Section 3.4; provided, however, that the Committee
shall have the right, in its sole and absolute discretion, to instruct the
Trustee to distribute all or a portion of such income and gain from the
Participants’ respective Accounts to the Participants.


 


Section 3.8.            Contributions
by the Corporation for Income Taxes.  If the income and gain derived by the Trust
in any taxable year is subject to United States Federal, state or local income
tax (e.g., because the Committee has elected not to distribute such income and
gain to the Participants) the Trustee shall pay such income taxes from the Fund
except to the extent that the Corporation contributes to the Trust an amount to
enable the Trustee to pay such income taxes. 
To the extent such taxes are paid from the Fund, the Accounts shall be
reduced on a pro-rata basis.


 


 


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ARTICLE IV


CONTRIBUTIONS, CERTIFICATIONS AND DISTRIBUTIONS


 


                Section
4.1.            Contributions
to the Trust.  The Corporation shall make such
contributions to the Trust as it shall determine in its sole and absolute,
discretion, are necessary to provide benefits to the Participants under the
Plan and for the Trust to pay any income taxes due on its income and gain (as
provided in Section 3.8 of this Agreement). 
Notwithstanding anything to the contrary contained herein, no person,
including, without limitation, the Trustee, the Actuary any Participant or
former Participant, or any Beneficiary thereof, shall have the right to require
the Corporation to make any contribution to the Trust or to question the
accuracy or correctness of any amounts so contributed.


 


Section
4.2.            Provision of Benefits is Binding
Obligation of Corporation.  Except to the extent that benefits to which
a Participant, or the Beneficiary thereof, is entitled under the Plan are
actually paid from the Fund, nothing contained in this Agreement shall relieve
the Corporation of its obligations under the Plan to or with respect to such
Participant.


 


Section 4.3.            Provision
of Reports and Written Certifications by the Corporation to the Trustee.  The Corporation shall maintain, and furnish
the Trustee with, such reports, documents, and information as shall be required
by the Trustee to carry out its obligations under this Agreement, including,
without limitation, written reports setting forth the identity of Participants
with respect to whose benefits contributions are made to the Trust and the
amount of such contributions, and the written certifications regarding
Participants’ benefits described below. 
At or about the time an Account is established with respect to the
benefits of a Participant, the Corporation shall furnish the Trustee with a
written certification which includes the amount of the Participant’s benefits,
the time or times as of which such benefits shall become payable, the present
value of such benefits as of a specific date or dates, any conditions which
must be satisfied in order for the Participant to become entitled to such
benefits, and the identity of the Participant’s Beneficiary and the specific
conditions under which benefits shall become payable to such Beneficiary.  Such certifications may be revised by the
Corporation at any time, and from time to time, to reflect, among other things,
entitlement of the Participant to increased benefits or an earlier time of
payment under the Plan and to reflect changes in Beneficiary designations by
the Participant.  No certification shall
be revised, nor shall the Trustee be bound by or honor any such revision, to
decrease the benefits of a Participant or to impose additional or more
stringent conditions with respect to a Participant’s eligibility for
benefits.  The Trustee shall rely on the
most recent reports, documents, information, and certifications furnished to it
by the Corporation which comply with the preceding sentence.


 


Section 4.4.            Distributions
to Participants.  At such time as a Participant, or the
Beneficiary thereof, is entitled to the receipt of benefits from the Plan, he
or she shall be entitled to receive from the Account maintained with respect to
such Participant the amount in cash or property, as the case may be, to which
he or she is entitled under the terms of the Plan taking into account any prior
distributions made to the Participant under the Plan.  The Trustee also shall make payments from the Fund to each
Participant or Beneficiary entitled thereto under the Plan in accordance with
Section 3.7 hereof upon direction from the Committee.  All distributions made by the Trust shall be in accordance with
the most recent certification filed with the Trustee 


 


 


7

















 


pursuant to and in compliance with Section 4.3
promptly upon receipt of written direction from the Corporation or upon receipt
of evidence submitted by the Participant satisfactory to the Trustee that the
Participant has retired or otherwise terminated his employment with the
Corporation, voluntarily or otherwise. 
The Trustee shall not be required to engage in its own independent
investigation regarding any such payment, but shall provide the Corporation
with written confirmation of the fact and amount of such payment after it is
made.


 


 


ARTICLE V


ACTUARY


 


Section 5.1.            Determination
of Corporation’s Fund Contributions by Actuary.  The Actuary shall calculate from time to
time the amount of the contributions that it estimates should be made to the
Fund by the Corporation for the purpose to accumulate funds to provide benefits
under the Plan; provided, however that, pursuant to Section 4.1
hereof, the Committee shall determine, in its sole and absolute discretion,
whether, and to what extent, the Corporation shall be required to make
contributions to the Fund.


 


                Section
5.2.            Resignation/Removal
of Actuary.  The Actuary may resign at any time by
delivery of written notice of resignation to the Corporation.  Such resignation shall take effect as of a
future date specified in the notice of resignation, which date shall not be
earlier than the date ninety (90) days after the day on which the notice is
received.  The Actuary may be removed by
the Corporation at any time by delivery of written notice of such removal to
the Actuary.  Such removal shall take
effect as of a future date specified in the notice of removal, which date shall
not be earlier than the date sixty (60) days after the day on which the notice
is received, or such earlier date as may be agreed to by the Actuary and the
Corporation.  Notwithstanding the
foregoing, in no event will any such resignation or removal be effective until
a successor Actuary has been appointed upon such resignation or removal.  Upon the Corporation’s receipt of notice of
such resignation or removal, the Corporation shall appoint a successor Actuary,
by written instrument, to serve commencing on the effective date of the former
Actuary’s resignation or removal.  If a
successor is not appointed by the Corporation within sixty (60) days after the
issuance of notice of the Actuary’s resignation or removal, the Committee shall
appoint the successor Actuary.


 


 


ARTICLE VI


INVESTMENTS AND
POWERS OF THE TRUSTEE


 


Section 6.1.            Fund
Held in Trust.  The Fund shall be held in trust by the
Trustee.  The sole responsibilities,
powers and duties of the Trustee with respect to the Trust and the Fund shall
be as set forth in this Agreement.  The
Trustee shall be a directed trustee only, with no discretionary authority or
responsibility, with respect to the Fund except to the extent that it has
discretion within investment guidelines provided to it in writing by the
Committee.


 


 


8

















 


                Section
6.2.            Types of
Investments.


 


(a)           Except as otherwise provided in
Section 6.4, the Trustee shall invest and reinvest the assets of the Trust,
without distinction between principal and income, pursuant to investment guidelines delivered to it in
a manner which has the primary purpose of preservation of principal and
liquidity of the Fund and, secondarily, to the extent consistent with the goal
to preserve principal and liquidity of the Fund, which maximizes the income of
the Fund. 
The Trustee is expressly authorized to invest the Fund, or any
portion thereof, in any property, real, personal
or mixed, wherever situated, and whether or not productive of income or
consisting of wasting assets, including, without limitation, common and
preferred stocks, mutual funds, bonds, notes, debentures, securities
convertible into common stock, leaseholds, mortgages (including, without
limitation, any collective or part interest in any bond and mortgage or note
and mortgage), interest bearing accounts and certificates of deposit, oil,
mineral or gas properties, royalties, interests or rights (including equipment
pertaining thereto), equipment trust certificates, investment trust
certificates, savings bank deposits, and commercial paper, provided that the
assets of the Trust shall at no time be invested in the equity or debt
securities, whether secured or unsecured, of the Corporation, its affiliates or
its trades or businesses except to the extent such security may be held in a
mutual fund.  Pending such investment
and reinvestment, the Trustee may temporarily invest and reinvest the funds, at
its discretion, in any marketable short and medium term fixed income
securities, United States Treasury Bills, other short and medium term
government obligations, commercial paper, other money market instruments and
part interests in any one or more of the foregoing or money market mutual
funds, or may maintain cash balances consistent with the liquidity needs of the
Trust as determined by the Trustee.


 


(b)           The Trustee shall, at the direction
of the Committee, purchase life insurance and/or annuity contracts providing
flexible funding or similar vehicles or for the investment of assets in
separate accounts invested in any securities and other property including real
estate, regardless of whether or not the insurance carrier shall have assumed
any contractual or other liability as to the benefits to be provided
thereunder, the value thereof, or the return therefrom.  Such life insurance and/or annuity contracts
shall be considered investments of the Trust and all rights, privileges,
options and elections contained therein shall vest in the Trustee but shall be
exercised, assigned or otherwise disposed of as directed by the Committee.  The insurance carrier under any such
contract shall have full responsibility for the management and control of the
assets held thereunder.


 


Section 6.3.            Powers and
Authority of Trustee. 
In addition to the powers elsewhere conferred upon the Trustee under
this Agreement and subject to Sections 6.2 and 6.4, the Trustee shall be authorized
and empowered, in its discretion, to exercise any and all of the following
rights, powers and privileges with respect to any cash, securities or other
properties held by the Trustee in trust hereunder, acting in accordance with
written instructions received from the Committee:


 


 


9

















 


(a)           To sell any such property at such
time and upon such terms and conditions as the Trustee deems appropriate.  Such sales may be public or private, for
cash or credit, and may be made without notice or advertisement of any kind.


 


(b)           To
exchange, mortgage, pledge or lease any such property and to convey, transfer
or dispose of any such property on such terms and conditions as the Trustee
deems appropriate.


 


(c)           To
grant options for the sale, transfer, exchange or disposal of any such
property.


 


(d)           To
exercise all voting rights pertaining to any securities; to consent to or
request any action on the part of the issuer of any such securities; and to
give general or special proxies or powers of attorney with or without power of
substitution.


 


(e)           To
consent to or participate in amalgamations, reorganizations, recapitalizations,
consolidations, mergers, liquidations or similar transactions with respect to
any securities, and to accept and to hold any other securities issued in  connection
therewith.


 


(f)            To
exercise any subscription rights or conversion privileges with respect to any
securities held in the Fund.


 


(g)           To
collect and receive any and all money and other property of whatsoever kind or
nature due or owing or belonging to the Fund and to give full discharge and
acquittance therefor; and to extend the time of payment of any obligation at
any time owing to the Fund, as long as such extension is for a reasonable period
and continues to bear reasonable interest.


 


(h)           To cause any securities or other
property to be registered in, or transferred to, the individual name of the
Trustee or in the name of one or more of its nominees, or one or more nominees
of any system for the centralized handling of securities, or it may retain them
unregistered and in form permitting transferability by delivery, but the books
and records of the Trust shall at all times show that all such investments are
a part of the Fund.


 


(i)            To organize under the laws of any
state a corporation for the purpose of acquiring and holding title to any
property which the Trustee is authorized to acquire under this Agreement and to
exercise with respect thereto any or all of the powers set forth in this  Agreement.


 


(j)            To manage, operate, repair, improve,
develop, preserve, mortgage or lease for any period any real property or any
oil, mineral or gas properties, royalties, interest or rights held by it
directly or through any corporation, either alone or by joining with others,
using other Trust assets for any of such purposes; to modify, extend, renew,
waive or otherwise adjust any or all of the provisions of any such mortgage or
lease; and to 


 


 


10

















 


make provision for amortization of the investment in
or depreciation of the value of such property.


 


(k)           To settle, compromise, or submit to
arbitration any claims, debts or damages due or owing to or from the Trust; to
commence or defend suits or legal proceedings whenever, in its judgment, any
interest of the Trust requires it; and to represent the Trust in all suits or
legal proceedings in any court of law or equity or before any other body or
tribunal, insofar as such suits or proceedings relate to any property forming
part of the Fund or to the administration of the Fund.


 


(l)            To borrow money from itself or
others for the purposes of the Trust.


 


(m)          To purchase, hold and sell interests
or units of participation in any collective or common trust fund established by
the Trustee, including any such funds which may be established in the future.


 


(n)           Generally to do all acts, whether or
not expressly authorized which the Trustee deems necessary or appropriate to
perform its duties and discharge its responsibilities under this Agreement.


 


(o)           To retain the services of outside legal counsel and/or
other professionals as may be necessary to assist it in connection with the
administration of the Trust and/or management or conservation of the Fund’s
assets, including defending the Trust from attack, claims or litigation
regarding its assets.


 


(p)           To pay expenses of the Trust that are
incurred in connection with the administration of the Trust and/or the
management of the Fund’s assets.


 


Section 6.4.            Investment
of Fund by Investment Manager.


 


(a)           Appointment of Investment Manager.  The Committee may appoint one or more
Investment Managers, which may be the Trustee or an affiliate of the Trustee,
to manage (including the power to acquire and dispose of) all or any of the
assets of the Fund.  In the event of
such appointment, the Committee shall establish the portion of the assets of
the Fund that shall be subject to the management of any such Investment Manager
and shall notify the Trustee in writing of such appointment and the assets
subject to the Investment Manager’s discretion.  If there shall be more than one Investment Manager, the portion
of the Fund to be invested by each such Investment Manager shall be held in a
separate account and the powers and authority of each such Investment Manager
shall be divided as set forth in the instruments appointing such Investment
Managers.  To the maximum extent
permitted by law, the Trustee shall be protected in assuming that the
appointment of an Investment Manager remains in effect until it is otherwise
notified by the Committee in writing. 
With respect to the assets over which an Investment Manager has
investment responsibility, the Investment Manager shall possess all of the
investment powers and responsibilities granted to the Committee hereunder, and
the Trustee shall invest and reinvest such assets pursuant to the direction 


 


 


11

















 


of the Investment Manager.  Notwithstanding the foregoing, to the extent
so provided in the document by which the Investment Manager accepts its
appointment, the Committee may:


 


(i)            Direct the Investment Manager that certain investments or
types of investments shall be made or liquidated;


 


(ii)           Direct the Investment Manager that certain investments or
types of investments not be made; and


 


(iii)          Require that the Investment Manager obtain approval from
the Committee prior to acquiring or disposing of all or any assets under its
control.


 


(b)           Successor Investment Manager.  The Committee may terminate its appointment
of an Investment Manager at any time and shall in writing notify the Trustee of
such termination, and may thereafter appoint a successor Investment Manager in
the same manner as provided in this Section 6.4.  Such successor Investment Manager shall thereafter, until its
appointment shall be terminated, be deemed to be an Investment Manager for all
purposes of this Agreement.  In the
event that a Committee does not exist, the Trustee shall terminate any
Investment Manager that is not an affiliate of the Trustee and shall
immediately appoint its affiliate, Evergreen Investments, as Investment
Manager.


 


(c)           Affect of Appointment of
Investment Manager on Trustee.  So
long as an Investment Manager (other than the Trustee or one of its affiliates)
is serving as such, the Trustee shall be under no duty or obligation to review
the assets comprising any portion of the Fund managed by the Investment
Manager, to make any recommendations with respect to the investment or
reinvestment thereof, or to determine whether any direction received from any
Investment Manager is proper or within the terms of this Agreement or to
monitor the activities of any Investment Manager.  The Trustee shall have no liability or responsibility to the
Corporation, the Committee or any persons claiming any interest in the Fund for
acting without question on the direction of, or for failing to act in the
absence of any direction from, the Committee or any Investment Manager unless
the Trustee participated knowingly in, or knowingly undertook to conceal, an
act or omission of the Committee or of any Investment Manager constituting a
breach of its duties hereunder, knowing such act or omission was a breach of
such duties; provided, however, that the Trustee shall not be
deemed to have “participated” in a breach (i) by the Committee or to have
“knowledge” of any such breach as a result of accepting any property
contributed to the Trust in the Corporation’s discretion or retaining such
property as an investment for the Fund at the Committee’s direction; and (ii)
by the Committee or any Investment Manager for the purposes of this undertaking
solely as a result of the performance by the Trustee or its officers, employees
or agents of any custodial, reporting, recording, and bookkeeping functions
with respect to any assets of the Fund managed by any Investment Manager, or
with respect to which the Trustee has received directions from the Committee,
or solely as a result of settling purchase and sale transactions entered into
or directed by any Investment Manager or the Committee, or to 


 


 


12

















 


have “knowledge” of any such
breach solely as a result of the information received by the Trustee or its
officers, employees or agents in the normal course in performing such
functions, or settling such transactions. 
If the Trustee has actual knowledge of a breach committed by an
Investment Manager, it shall promptly notify the Committee in writing thereof,
and the Trustee, except as required by applicable law, shall thereafter have no
responsibility to remedy such breach.


 


Section 6.5.            Making
Benefit Payments Upon Retirement or Employment Termination.  Upon receipt of (i) direction from the
Corporation consistent with certifications theretofore delivered to the Trustee
pursuant to Section 4.3 or (ii) evidence submitted by a Participant
satisfactory to the Trustee that the Participant has retired or otherwise
terminated his employment with the Corporation, the Trustee shall promptly make
benefit payments by its check, mailed to the payee at the address furnished to
the Trustee in accordance with the most recent certifications theretofore
furnished to the Trustee with respect to the Participant.  Taxes withheld from benefit payments shall
be paid by the Trustee to the appropriate taxing authorities.  All returns, records and forms required to
be filed with the Federal, state and local taxing authorities or delivered to
each Participant and Beneficiary shall be the sole responsibility of the
Trustee.  All income taxes required to
be paid by each Participant (and any returns, records and forms required with respect
to such taxes) shall be the sole responsibility of such Participant.


 


Section 6.6.            Deposit
of Contributions by Trustee.  The Trustee shall accept for deposit in the
Fund all contributions in cash made by the Corporation under this Agreement and
shall promptly acknowledge receipt of same. 
The Trustee shall have no responsibility to determine or to question the
accuracy or correctness of any amounts so contributed.


 


                Section
6.7.            Dealings with
the Trustee.  Persons dealing with the Trustee shall be
under no obligation to see to the proper application of any money paid or
property delivered to the Trustee or to inquire into the Trustee’s authority as
to any transaction.


 


                Section
6.8.            Use of Fund
Assets to Pay Trust Expenses.  If the amount in the Expense Account is
insufficient to pay the expenses of the Trust, the Trustee may, in its
discretion or at the discretion of the Committee, use assets of the Fund (other
than those deposited in the Expense Account) to pay the expenses of the Trust,
including, without limitation, any (i) legal or other professional expenses
incurred in connection with the management, protection or conservation of the
assets of the Fund and (ii) insurance premiums that may be incurred with
respect to any fiduciary liability insurance that may be obtained by the Trust
to cover potential claims for indemnification that may be made by members of
the Committee pursuant to Section 10.3 of this Agreement.


 


 


 


13

















 


 


 


ARTICLE
VII


DUTIES OF THE TRUSTEE


 


                Section
7.1.            General Duties
of the Trustee.


 


                                         (a)           It shall be the duty of the Trustee
to protect and conserve all property received by it hereunder which, together
with the income and gains therefrom and additions thereto, shall constitute the
Fund.  The Trustee shall manage, invest
and reinvest the Fund, collect the income thereof, and make payments therefrom,
all as herein provided.


 


(b)           The Trustee shall discharge its duties with the care,
skill, prudence, and diligence under the circumstances then prevailing that a
prudent man acting in a like capacity and familiar with such matters would use
in the conduct of an enterprise of a like character and with like aims, and, in
accordance with the documents and instruments governing the Plan and the Trust.


 


Section 7.2.            Valuation
of Fund.  The Trustee shall value the Fund as of each
Valuation Date at current fair market value and shall report the results of
such valuation to the Committee.  The
Trustee shall value the assets of the Trust at market and on such other basis
or bases (including, without limitation, cost) as the Committee shall reasonably
request.  The market value of the assets
shall be equal to the market value of the securities and other assets in the
Fund, plus cash, interest, dividends and other sums received and accrued but
not yet invested.  The market value of
the securities and other assets in the Fund shall be based on such market
quotations and other information as are available to the Trustee and as may in
the Trustee’s discretion be appropriate.


 


Section 7.3.            Reports
and Records.  The Trustee shall:


 


(a)           Keep accurate and detailed accounts
of all investments, receipts, disbursements and other transactions in the Fund
as it shall deem necessary and proper with respect to its administration of the
Trust, and permit inspection of such accounts, records and assets of the Trust
by any duly authorized representative of the Corporation, the members of the
Committee or the Participants during regular business hours.


 


(b)           Within sixty (60) days (or such
shorter period of time as the Corporation shall reasonably request) following
the close of the accounting year, and at such other intervals as are mutually
agreed to by the Trustee, the Corporation and the Committee, the Trustee shall
file with the Corporation, the Committee and, unless the Corporation otherwise
directs in writing, the Participants a written account with respect to the
transactions effected by the Trustee during such accounting year or other
period.  The Corporation and the
Committee shall file written objections, if any, with respect to the propriety
of the Trustee’s acts and transactions shown in such account within a period of
ninety (90) days from the date of filing such annual or other account.  If within ninety (90) days after the receipt
of the account or any amended account the Corporation or the Committee has not
signed and returned a counterpart to the Trustee, nor filed with the 


 


 


 


14

















 


Trustee notice of any objection
to any act or transaction of the Trustee, the account or amended account shall
become an account settled as between the Trustee and the Corporation and/or the
Committee.  If any objection has been
filed, and if the Corporation and/or the Committee are satisfied that it should
be withdrawn or if the account is adjusted to their satisfaction, the
Corporation and/or the Committee shall in writing filed with the Trustee
signify their approval of the account, and the account shall become an account
settled as between the Trustee and the Corporation and the Committee.


 


When
an account becomes an account settled, such account shall be finally settled,
and the Trustee shall be completely discharged and released, as if such account
had been settled and allowed by a judgment or decree of a court of competent
jurisdiction in an action or proceeding in which the Trustee, the Corporation,
the Committee and all persons having or claiming to have any interest in the
Fund or under the Plan were parties.


 


The
Trustee, the Corporation or the Committee shall have the right to apply at any
time to a court of competent jurisdiction for judicial settlement of any
account of the Trustee not previously settled as hereinabove provided.  In any such action or proceeding it shall be
necessary to join as parties only the Trustee, the Corporation and the
Committee (although the Trustee may also join other parties as it deems
appropriate), and any judgment or decree entered therein shall be conclusive.


 


(c)           Make such periodic reports to the
Corporation and the Committee as may be mutually agreed to by the Trustee, the
Corporation and the Committee, as applicable.


 


(d)           Prepare and timely file such tax
returns and such other reports and documents, together with supporting data and
schedules, as may be required of the Trustee by law, with any taxing authority
or any other government authority, whether local, state or Federal.


 


(e)           Provide the Participants with copies of all such reports,
returns, filing and documents required by law, and provide the Corporation each
year with any necessary reports or documents in sufficient time for the
Corporation to finalize the preparation and issuance of Form W-2’s to the
Participants on or before January 31 of the respective year.


 


                Section
7.4.            No Duty to
Advance Funds or to Administer the Plan.  The Trustee shall have no obligation to
advance its own funds for the purpose of fulfilling its responsibilities under
this Agreement, and its obligation to incur expenses shall at all times be
limited to amounts in the Trust available to be applied toward such
expenses.  The Trustee shall not be
responsible in any respect for administering the Plan.


 


Section 7.5.            Resignation/Removal
of Trustee.  The Trustee may resign at any time by
delivery of written notice of resignation to the Committee.  Such resignation shall take effect as of a
future date specified in the notice of resignation, which date shall not be earlier
than the date ninety (90) days after the day on which the notice is received,
or such earlier date as may be 


 


 


15

















 


agreed to by the Trustee and the Committee.  In addition, the Trustee may be removed by
the Committee at any time by delivery of written notice of such removal to the
Trustee.  Such removal shall take effect
as of a future date specified in the notice of removal, which date shall not be
earlier than the date sixty (60) days after the day on which the notice is
received, or such earlier date as may be agreed to by the Trustee and the
Committee.


 


Upon the Committee’s receipt of
notice of such resignation or removal, the Committee shall appoint a successor
Trustee by written instrument, to serve commencing on the effective date of the
former Trustee’s resignation or removal. 
If a successor is not appointed by the Committee within sixty (60) days
after the issuance of notice of the Trustee’s resignation or removal, the
Trustee may apply to a court of competent jurisdiction for the appointment of
his or its successor.  All expenses of
the Trustee in connection with the proceeding shall be allowed as an
administration expense of the Trust. 
The Trustee shall continue to serve until a successor accepts the Trust
and receives delivery of the Fund.  The
appointment of a successor Trustee shall be effective when accepted in writing
by the new Trustee.  Upon the successor
Trustee’s acceptance of appointment and after the final account of the former
Trustee has been settled, the former Trustee shall transfer and deliver the
Fund to such successor.  The former
Trustee shall exercise any instrument necessary or reasonably required by the
Committee or the successor Trustee to evidence the transfer.  Moreover, the former Trustee shall deliver
to the successor Trustee the originals of all reports, records, documents, and
other written information in its possession regarding the Plan, the Fund, and
the Participants and shall deliver copies thereof to the Committee and to a
person designated by a majority of the persons who are Participants (or the
Beneficiary of a deceased Participant) on the date of such resignation or
removal, and thereupon shall be entitled to all unpaid compensation, fees and
reimbursements to which it is entitled under this Agreement and shall be
relieved of all responsibilities and duties under this Agreement.


 


All of the provisions set forth
herein with respect to the Trustee shall relate to each successor with the same
force and effect as if such successor had been originally named as a Trustee
hereunder.  Any successor Trustee shall
have the same powers, rights and duties as its predecessor and shall have the
same title to the Fund as its predecessor.


 


The successor Trustee need not
examine the records and accounts of any prior Trustee.  The successor Trustee shall not be
responsible for, and the Corporation shall indemnify and defend the successor
Trustee from, any claim or liability resulting from any action or inaction of
any prior Trustee or from any other past event, or any condition existing at
the time it becomes successor Trustee.


 


 


ARTICLE VIII


COMPENSATION,
IMMUNITIES


AND INDEMNITY
OF THE TRUSTEE


 


Section 8.1.            Trustee
Compensation and Expenses.  The Trustee shall be entitled to such
compensation and fees for its services under this Agreement as shall be agreed
upon from time to time with the Corporation. 
Likewise, the Corporation shall reimburse the Trustee for any 


 


 


16

















 


expenses incurred by it, including, but not
limited to, all proper charges and disbursements of the Trustee, and reasonable
fees for legal services rendered to the Trustee (whether or not rendered in
connection with a judicial or administrative proceeding).  Such compensation, fees and reimbursement
shall be paid to the Trustee pursuant to the terms set forth at Section 8.2 of
this Agreement.  The Trustee’s
entitlement to compensation, fees or reimbursement hereunder shall not be
affected by the resignation or removal of the Trustee or the termination of the
Trust.


 


Section 8.2.            Expense
Account.  The Corporation may from time to time make
contributions to the Fund to be held in an Expense Account and to be utilized
to pay the compensation, fees and expenses of the Trustee and the Committee and
other expenses of the Trust.  To the
extent that there are monies in the Expense Account, the Trustee shall utilize
such Expense Account for payment of the compensation, fees and expenses of the
Trustee and the Committee, for payment of the indemnities referred to in
Section 8.4 and 10.3, and for other expenses of the Trust, and, in the absence
of sufficient monies, shall seek reimbursement from the Corporation.  In the event that the Corporation shall fail
or refuse to make such reimbursement within sixty (60) days of demand, the
Trustee may satisfy such obligations out of the other assets of the Fund in
such manner as the Trustee deems to be reasonable in the circumstances, taking
into account the amount of liquid assets, the anticipated needs to make
distributions to Participants (or the Beneficiaries thereof), and such other
factors as the Trustee deems relevant. 
If the Trustee satisfies any obligations of the Corporation to pay fees
and expenses from other Fund assets, the Corporation shall immediately upon
demand by the Trustee deposit into the Trust an amount of cash equal to the
amount paid from such assets if, at that time, the Trustee could not replace
such shares or assets with a cash amount equal to the liquidation value of such
shares or assets.  If such funds are not
deposited or assets replaced within sixty (60) days of such demand, the Trustee
may, in its sole and absolute discretion, commence legal action against the
Corporation for recovery of the amount paid out of the Fund.  Notwithstanding anything herein to the
contrary, no amount held in the Expense Account shall be used for purposes
other than paying the compensation, fees and expenses of the Trustee and the
Committee and other expenses of the Trust, and shall not be distributed to or
for the benefit of the Participants (or the Beneficiaries thereof).


 


                Section
8.3.            Immunities.  The Trustee shall have the following
privileges and immunities:


 


(a)           The Corporation and the Committee
shall furnish the Trustee with instruments evidencing individuals designated by
the Corporation or the Committee, as the case may be, who are empowered to give
directions, statements, or certificates to the Trustee.  A written direction, statement or
certificate to the Trustee signed by any such individual shall be deemed to be
the direction, statement or certificate of the Corporation or the Committee, as
the case may be, and the Trustee may rely upon such directions, statements, or
certificates to the extent not prohibited by law.  The Corporation and the Committee shall furnish the Trustee from
time to time with instruments evidencing the termination of such designated
individuals or the appointment of new such designated individuals and the
Trustee shall be entitled to rely upon such instruments as evidence of the
identity and authority of such designated individuals and shall not be charged
with 


 


 


17

















 


notice of any change with
respect thereto until the Corporation or the Committee, as the case may be, has
furnished the Trustee with instruments relative to such change.


 


(b)           The Trustee is authorized to seek the
advice of, and consult with, legal counsel with respect to any matter involving
the Trust.  Such counsel may, but need
not,  be legal counsel to the
Corporation.  The Trustee shall be
entitled to rely on the advice of legal counsel with respect to any matter
involving the Trust.  The Trustee may
also from time to time employ agents and expert assistants and delegate to them
such ministerial duties it may see fit. 
In the event that the Trustee does delegate such ministerial duties, it
shall periodically review the performance of the person to whom these duties
have been delegated.  The Trustee shall
be reimbursed by the Corporation for all costs arising from the employ of legal
counsel, agents and expert assistants pursuant to the terms set forth at
Section 8.2 of this Agreement.


 


Section
8.4.            Indemnity of the Trustee.


 


(a)           The Corporation hereby indemnifies
and holds the Trustee harmless from and against any and all losses, damages,
costs, expenses or liabilities, including reasonable fees for legal services
and other costs of litigation, to which the Trustee may become subject pursuant
to, arising out of, occasioned by, incurred in connection with, or in any way
associated with this Agreement, including any reasonable discretionary action
which the Trustee may take under the Trust, except for any act or omission
constituting gross negligence or willful misconduct of the Trustee.  If one or more liabilities shall arise, or
if the Corporation fails to indemnify the Trustee as provided herein, or both,
then the Trustee may engage counsel of the Trustee’s choice, but at the
Corporation’s expense, either to conduct the defense against such liabilities,
or to conduct such actions as may be necessary to obtain the indemnity provided
for herein, or to take both such actions. 
The Trustee shall notify the Corporation within fifteen (15) days after
the Trustee has engaged counsel of the name and address of such counsel.


 


                                         (b)           If the Trustee shall be entitled to
indemnification by the Corporation pursuant to this Section 8.4, and the
Corporation shall not provide such indemnification upon demand, the Trustee may
apply the assets of the Fund in full satisfaction of the obligations for
indemnity by the Corporation, and any legal proceeding by the Trustee against
the Corporation for such indemnification shall be in behalf of the Trust.


 


                Section
8.5.            Determination
of Interests in the Fund, Enforcement of Trust and Legal Proceedings.  The interest of the Participants (and the
Beneficiaries thereof) in the Fund shall be determined in accordance with the
terms of the Plan.  The Trustee shall
have no duty to question any direction given by the Corporation or the
Committee to the Trustee, including any direction advising the Trustee as to such
interests under the Plan.  The Corporation
and the Committee shall have authority to enforce this Agreement.  To protect the Fund from the expenses which
might otherwise be incurred, no person other than the Corporation or the
Committee may institute or maintain any action or proceeding against the
Trustee or the Fund, or join in any such action or proceeding, in the absence
of written authorization by the Corporation or the Committee.   Except as otherwise provided in this
Section 8.5, in any action or proceeding 


 


 


 


18

















 


affecting the Fund, the only
necessary parties shall be the Corporation, the Committee and the Trustee, and
no other person shall be entitled to any notice or process.


 


 


ARTICLE IX


AMENDMENT AND TERMINATION OF THE TRUST


 


Section 9.1.            Amendment
of Agreement.  By a duly executed, written instrument
delivered to the Trustee and acknowledged in the same form as this Agreement,
the Corporation shall have the right at any time and from time to time to amend
this Agreement in whole or in part, except that (i) the duties and
responsibilities of the Trustee or the Committee shall not be increased, and
the protections afforded to the Trustee or the Committee shall not be impaired
without the written consent of the Trustee or the Committee, as the case may
be; (ii) the protection afforded with respect to obligations payable to or on
behalf of the Participants hereunder may not be impaired without the unanimous
written consent of the Participants; and (iii) the Corporation shall not have
the power to revoke this Trust or to revest title in itself to the assets
comprising the Fund.  Any such amendment
shall be effective upon (a) delivery of such amendment to the Trustee and the
Committee, together with a certified copy of the resolution of the Board of
Directors of the Corporation; and (b) endorsement by each the Trustee and the
Committee on such instrument upon receipt thereof, together with any required
consent or consents thereto.  No such
amendment shall adversely affect any benefits accrued under the Plan with
respect to the Participants.  All
instruments amending this Agreement shall be noted upon or kept attached to the
executed original of this Agreement.


 


                Section
9.2.            Termination of
Agreement.  This Agreement may not be terminated until
the liability of the Corporation for the payment of all benefits to all
Participants, and the Beneficiaries thereof, has been satisfied in full or
until such time as no funds remain on deposit in the Fund pursuant to this
Agreement; provided, however, that with the written consent of a
Participant, or the Beneficiary thereof, the Committee may terminate this
Agreement at any time with respect to such consenting Participant or
Beneficiary.  Notwithstanding anything
herein to the contrary, this Trust shall terminate no later than twenty-one
(21) years after the death of the last survivor of all of the Participants
included in the original list of Participants attached hereto as Schedule A,
and those persons now living who have been designated as Beneficiaries of such
Participants in accordance with the terms of the Plan.


 


 


ARTICLE X


THE COMMITTEE


 


                Section 10.1.          Membership and Actions of the
Committee.


 


(a)           The Committee shall at all times
consist of a minimum of three (3) individuals, all of whom shall be
Participants.  The initial Committee
members are identified in Schedule B attached hereto.  Any member of the Committee may resign upon thirty (30) days
prior written notice to the Corporation. 
Moreover, any member of the Committee may be removed at any time by the
Corporation.


 


 


19

















 


(b)           In the event of a vacancy on the
Committee, the other member(s) of the Committee shall appoint a successor.  In the event that there is at any time no
member of the Committee then in office, successor members shall be appointed by
the Corporation.


 


(c)           Any action by the Committee shall
require the written approval of at least a majority of the members of the
Committee.  A Committee member shall not
be liable hereunder for any act taken, or omitted to be taken, in good faith,
except for any act or omission constituting gross negligence or willful
misconduct by such Committee member.


 


(d)           All of the provisions set forth
herein with respect to a member of the Committee shall relate to each successor
with the same force and effect as if such successor had been originally named
as a member of the Committee.


 


(e)           The Committee is authorized to seek
the advice of, and consult with, legal counsel with respect to any matter
involving the Trust.  Such counsel may,
but need not, be legal counsel to the Corporation.  The Committee shall be entitled to rely on the advice of legal
counsel with respect to any matter involving the Trust.  The Committee may also from time to time
employ agents and expert assistants and delegate to them such ministerial
duties as it may see fit.  In the event
that the Committee does delegate such ministerial duties, it shall periodically
review the performance of the person to whom these duties have been
delegated.  The Committee members shall
be reimbursed by the Corporation for all costs arising from the employ of legal
counsel, agents and expert assistants pursuant to the terms set forth at
Section 8.2 of this Agreement


 


Section 10.2.          Committee
Compensation and Expenses.  The Committee members shall be entitled to
such compensation and fees for their services under this Agreement as shall be
agreed upon from time to time with the Corporation.  Likewise, the Corporation shall reimburse the Committee members
for any expenses incurred by them, including, but not limited to, all proper
charges and disbursements of the Committee members, and reasonable fees for
legal services rendered to the Committee (whether or not rendered in connection
with a judicial or administrative proceeding). 
Such compensation, fees and reimbursement shall be paid to the Committee
members pursuant to the terms set forth at Section 8.2 of this Agreement.  The Committee members’ entitlement to
compensation, fees or reimbursement hereunder shall not be affected by the
resignation or removal of any member or members of the Committee or the termination
of the Trust.


 


Section 10.3.          Indemnity
of Committee.


 


(a)           The Corporation hereby indemnifies
and holds each member of the Committee harmless from and against any and all
liabilities, including reasonable fees for legal services and other costs of
litigation, to which each such member of the Committee may become subject
pursuant to, arising out of, occasioned by, incurred in connection with, or in
any way associated with this Trust or Agreement, except for any act or omission
constituting gross negligence or willful misconduct of such member of the
Committee.  If one or more liabilities
shall arise, or if the Corporation fails to indemnify 


 


 


 


20

















 


such member of the Committee as
provided herein, or both, then the Committee member may engage counsel of the
Committee member’s choice, but at the Corporation’s expense, either to conduct
the defense against such liabilities, or to conduct such actions as may be
necessary to obtain the indemnity provided for herein, or to take both such
actions.  The Committee member shall
notify the Corporation within fifteen (15) days after the Committee member has
so engaged counsel of the name and address of such counsel.


 


(b)           If a Committee member shall be entitled
to indemnification pursuant to this Section 10.3, and the Corporation shall not
provide such indemnification upon demand, the Trustee shall satisfy any
indemnity to a Committee member pursuant to this Section 10.3 out of the assets
of the Fund in full satisfaction of the obligations for indemnity by the
Corporation, and any legal proceeding by the Committee member against the
Corporation for such indemnification shall be in behalf of the Trust.


 


 


ARTICLE XI


MISCELLANEOUS


 


Section 11.1.          Governing
Law.  This Trust is created and accepted in the
State of Delaware.  All questions
pertaining to the validity or construction of this Agreement and the acts and
transactions of the parties hereto and their respective successors shall be
determined in accordance with the laws of the State of Texas, except as to
matters governed by Federal law.


 


Section 11.2.          No
Effect on Employment.  Nothing contained in this Agreement shall
create, or be construed or interpreted to create, any new or additional
obligations on the part of the Corporation to retain any person in its employ
or interfere in any way with the right of the Corporation to discharge any
employee.


 


Section 11.3.          Successors.  This Agreement shall be binding upon, and
the powers herein granted to the Corporation and the Trustee, respectively,
shall be exercisable by, the respective successors and assigns of the
Corporation and the Trustee.


 


Section 11.4.          Severability.  Should any provision of this Agreement be
determined by a court of competent jurisdiction to be unlawful or
unenforceable, such determination shall not adversely affect the remaining
provisions of this Agreement, unless it shall make impossible the maintenance
or operation of the Trust for its intended purposes.  To the extent any provision of this Agreement is determined to be
unlawful or unenforceable, this Agreement shall be construed to be carried out
to the fullest extent possible in a lawful and enforceable manner.


 


Section 11.5.          Incorporation
of Plan as Part of Agreement.  The Plan is expressly incorporated herein
and made a part hereof with the same force and effect as if fully set
forth.  A copy of the Plan as in effect
on the date hereof is attached hereto as Exhibit A.  The Corporation shall deliver to the Trustee a copy of all
amendments to the Plan hereafter adopted.


 


 


21

















 


Section
11.6.          Execution in Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be considered an original and said
counterparts shall constitute but one and the same instrument.


 


Section
11.7.          Effect of Divisions and Captions.  The division of this Agreement into
articles, paragraphs, sections and subsections and the use of captions are
solely for convenience and shall have no legal effect in construing the
provisions of this Agreement.


 


                Section
11.8.          Gender and
Number.  Whenever the masculine, feminine, or neuter
gender is used inappropriately in this Agreement, this Agreement shall be read
as if the appropriate gender was used, and, unless the context otherwise
requires, the singular shall include the plural, and vice versa.


 


 


[Remainder of Page Intentionally Left Blank.]


 


 


22

















 


IN WITNESS WHEREOF, the
Corporation, the Trustee and the Committee have entered in to this Agreement as
of the Effective Date.


 




	
   

  	
   

  	
   

  	
  CORPORATION:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AMERICAN AIRLINES, INC.,

  
	
   

  	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Charles
  D. MarLett, Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  TRUSTEE:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  WACHOVIA BANK,

  
	
   

  	
   

  	
   

  	
  NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  COMMITTEE:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Donald J. Carty

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Gerard
  J. Arpey

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Jeffrey
  C. Campbell

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Susan
  M. Oliver

  






 


 

















 


 


                SUBSCRIBED AND
SWORN TO before me by CHARLES D. MARLETT, this _______ day of October, 2002.


 




	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Notary Public

  






 


 


                SUBSCRIBED AND
SWORN TO before me by                                              ,
this _______ day of October, 2002.


 




	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Notary Public

  






 


 


                SUBSCRIBED AND
SWORN TO before me by DONALD J. CARTY, this _______ day of October, 2002.


 




	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Notary Public

  






 


 


                SUBSCRIBED AND
SWORN TO before me by GERARD J. ARPEY, this ______ day of October, 2002.


 




	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Notary Public

  






 


 


SUBSCRIBED AND SWORN TO before me by JEFFREY C.
CAMPBELL, this _______ day of October, 2002.


 




	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Notary Public

  






 


 


SUBSCRIBED AND SWORN TO before me by SUSAN M. OLIVER,
this _______ day of October, 2002.


 




	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Notary Public

  






 


 


 


 

















 


SCHEDULE  A


 


The persons identified herein constitute the
Participants of the Plan as of the Effective Date of the Trust.


 


	
  Timothy
  Ahern

  	
   

  	
  Carmine
  Romano

  
	
  Jane
  Allen

  	
   

  	
  John
  Samuel

  
	
  Gerard Arpey

  	
   

  	
  Peggy Sterling

  
	
  Walter Aue

  	
   

  	
  Carolyn Wright

  
	
  Thomas Bacon

  	
   

  	
   

  
	
  James Beer

  	
   

  	
   

  
	
  Peter Bowler

  	
   

  	
   

  
	
  David Brooks

  	
   

  	
   

  
	
  David Campbell

  	
   

  	
   

  
	
  Jeffrey Campbell

  	
   

  	
   

  
	
  John Carpenter

  	
   

  	
   

  
	
  Donald Carty

  	
   

  	
   

  
	
  Robert Cordes

  	
   

  	
   

  
	
  Lauri Curtis

  	
   

  	
   

  
	
  David Cush

  	
   

  	
   

  
	
  Thomas Delvalle

  	
   

  	
   

  
	
  Bernard Desena

  	
   

  	
   

  
	
  Timothy Doke

  	
   

  	
   

  
	
  Daniel Garton

  	
   

  	
   

  
	
  L. T. Gleason

  	
   

  	
   

  
	
  Isabella Goren

  	
   

  	
   

  
	
  Beverly Goulet

  	
   

  	
   

  
	
  William Greene

  	
   

  	
   

  
	
  Gregory Hall

  	
   

  	
   

  
	
  George Hazy

  	
   

  	
   

  
	
  Robert Henderson

  	
   

  	
   

  
	
  Douglas Herring

  	
   

  	
   

  
	
  Henry Joyner

  	
   

  	
   

  
	
  Gary Kennedy

  	
   

  	
   

  
	
  Craig Kreeger

  	
   

  	
   

  
	
  Robert Kudwa

  	
   

  	
   

  
	
  John Mac Lean

  	
   

  	
   

  
	
  Charles MarLett

  	
   

  	
   

  
	
  Anne McNamara

  	
   

  	
   

  
	
  Scott Nason

  	
   

  	
   

  
	
  Susan Oliver

  	
   

  	
   

  
	
  Robert Olson

  	
   

  	
   

  
	
  Randall Phillips

  	
   

  	
   

  
	
  William Quinn

  	
   

  	
   

  
	
  Ralph Richardi

  	
   

  	
   

  
	
  William Ris, Jr.

  	
   

  	
   

  



 


 


 


 

















 


SCHEDULE B


 


 


The individuals
designated herein constitute the initial members of the Committee responsible
for administering the Trust.


 


 


(1)           Donald
J. Carty


 


(2)           Gerard
J. Arpey


 


(3)                                  Jeffrey C. Campbell


 


(4)           Susan
M. Oliver