**Exhibit 10.4****AGREEMENT**          This Agreement (this “Agreement”), effective as of November 8, 2005, is made by and betweenVought Aircraft Industries, Inc., a Delaware corporation (the “Company”), and William J. McMillan(“Mr. McMillan”).          WHEREAS, Mr. McMillan has been a Member of the Board of Directors of the Company (the“Board”);          WHEREAS, Mr. McMillan has resigned from his position as a Member of the Board, effectiveSeptember 1, 2005, and has assumed the position of Director Emeritus;          WHEREAS, Mr. McMillan has been entitled to receive certain compensation from the Company inconnection with his prior service as an employee of the Company and/or as a Member of the Board,including certain Board fees, certain Stock Options (the “Options”) under the Amended and Restated2001 Vought Aircraft Industries, Inc. Stock Option Plan (the “Plan”) and certain benefits under theterms of a Letter Agreement, dated November 28, 2000, between Mr. McMillan and the Company (the“Letter Agreement”);          WHEREAS, in connection with his prior employment with the Company, Mr. McMillan had purchasedcertain shares of common stock of the Company (the “Shares”) and has also executed a PromissoryNote in connection with the purchase of certain of those Shares (the “Promissory Note”); and          WHEREAS, the Company and Mr. McMillan mutually desire to settle and forever resolve any andall obligations that may exist regarding compensation payable to Mr. McMillan as a result of hisemployment with the Company and his service and as a Member of the Board.          NOW, THEREFORE, in consideration of the covenants and undertakings contained herein, and forother good and valuable consideration, the sufficiency of which is hereby acknowledged, the Companyand Mr. McMillan hereby agree as follows:          1. Payment by Company. In exchange for the provisions set forth, the Company shallpay Mr. McMillan: (a) the amount of five hundred thousand dollars ($500,000) payable within three(3) business days following the execution of this Agreement, and (b) an additional amount of onemillion eight hundred ten thousand dollars ($1,810,000) payable on March 1, 2006. In addition, thePromissory Note is hereby cancelled contemporaneously with the execution of this Agreement and Mr.McMillan shall have no further obligation to the Company in connection with the Promissory Note.          2. Satisfaction of Obligations. Mr. McMillan acknowledges and agrees that theforegoing consideration represents settlement in full of all outstanding obligations owed to Mr.McMillan by the Company with respect to all compensation to which Mr. McMillan may otherwise beentitled in connection with his employment with the Company and/or his service as a Member of theBoard, including, but not limited to, any rights under the Letter Agreement.
 

 
          Mr. McMillan hereby waives, relinquishes and gives up all of his right, title and interest inor to all such compensation including his right, title and interest in or to the Shares and hisright, title and interest in or to the Options and the shares subject thereto (including under theapplicable option agreement(s) and the Plan as it relates to the Options), and Mr. McMillan herebyagrees that such Options are hereby cancelled and shall be deemed null and void and of no force oreffect.          3. Resignation as Director Emeritus. Mr. McMillan shall resign from his position asDirector Emeritus effective December 31, 2005.          IN WITNESS WHEREOF, the Company and Mr. McMillan have caused this Agreement to be executedeffective as of the date first above written.       **VOUGHT AIRCRAFT INDUSTRIES, INC.**