ex10128.htm


    
      

      

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    TRUST
AGREEMENT

    UNDER

    SUPPLEMENTAL
EXECUTIVE RETIREMENT PROGRAM

    FOR
OFFICERS OF AMERICAN AIRLINES, INC.

    


    


    


    Amended
and Restated effective June 1, 2007

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Table
of Contents

    


     

    ARTICLE I
DEFINITIONS [INSERT PAGE
NUMBER]

    
      	
              Section
      1.1.Account

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      1.2.Actuary

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      1.3.Beneficiary

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      1.4.Code

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      1.5.Committee

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      1.6.Compensation Committee

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      1.7.Corporation

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      1.8.Expense Account

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      1.9.Fund

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      1.10.Investment Manager

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      1.11.Participant

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      1.12.Plan

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      1.13.Trust

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      1.14.Trustee

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      1.15.Valuation Date

            	 	
              [INSERT PAGE
  NUMBER]

            


    

     

    ARTICLE
II CREATION, PURPOSE AND ADMINISTRATION OF THE TRUST [INSERT PAGE NUMBER]

    
      	
              Section
      2.1.Purpose of the Trust; Separate Trust

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      2.2.Administration of the Trust

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      2.3.Irrevocable; Not Subject to Creditor Claims

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      2.4.Secured Interest; Separate Account

            	 	
              [INSERT PAGE
  NUMBER]

            


    

     

    ARTICLE
III ACCOUNTS [INSERT PAGE
NUMBER]

    
      	
              Section
      3.1.Fund and Accounts.

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
               
      

            	
              Section
      3.2.Written Certifications Provided by Corporation to the Trustee[INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      3.3.Benefits Payable

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      3.4.Account Adjustment

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      3.5.Maintenance of Accounts

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      3.6.Taxability of the Trust and the Participants.

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      3.7.Accumulation/Distribution of Trust Income

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      3.8.Contributions by the Corporation for Income Taxes

            	 	
              [INSERT PAGE
  NUMBER]

            


    

     

    ARTICLE
IV CONTRIBUTIONS, CERTIFICATIONS AND DISTRIBUTIONS [INSERT PAGE NUMBER]

    
      	
              Section
      4.1.Contributions to the Trust

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
               
      

            	
              Section
      4.2.Provision of Benefits is Binding Obligation of Corporation[INSERT PAGE
  NUMBER]

            


    

    
      	
               
      

            	
              Section
      4.3.Provision of Reports and Written Certifications by the Corporation to
      the Trustee[INSERT PAGE
      NUMBER]

            


    

    
      	
              Section
      4.4.Distributions to Participants

            	 	
              [INSERT PAGE
  NUMBER]

            


    

     

    ARTICLE V
ACTUARY [INSERT PAGE
NUMBER]

    
      	
               
      

            	
              Section
      5.1.Determination of Corporation’s Fund Contributions by Actuary[INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      5.2.Resignation/Removal of Actuary

            	 	
              [INSERT PAGE
  NUMBER]

            


    

     

    ARTICLE
VI INVESTMENTS AND POWERS OF THE TRUSTEE[INSERT PAGE NUMBER]

    
      	
              Section
      6.1.Fund Held in Trust

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      6.2.Types of Investments

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      6.3.Powers and Authority of Trustee

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      6.4.Investment of Fund by Investment Manager

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      6.5.Making Benefit Payments

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      6.6.Deposit of Contributions by Trustee

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      6.7.Dealings with the Trustee

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      6.8.Use of Fund Assets to Pay Trust Expenses

            	 	
              [INSERT PAGE
  NUMBER]

            


    

     

    ARTICLE
VII DUTIES OF THE TRUSTEE [INSERT PAGE
NUMBER]

    
      	
              Section
      7.1.General Duties of the Trustee

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      7.2.Valuation of Fund

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      7.3.Reports and Records

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      7.4.No Duty to Advance Funds or to Administer the Plan

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      7.5.Resignation/Removal of Trustee

            	 	
              [INSERT PAGE
  NUMBER]

            


    

     

    ARTICLE
VIII COMPENSATION, IMMUNITIES AND INDEMNITY OF THE TRUSTEE [INSERT PAGE NUMBER]

    
      	
              Section
      8.1.Trustee Compensation and Expenses

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      8.2.Expense Account

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      8.3.Immunities

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      8.4.Indemnity of the Trustee

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
               
      

            	
              Section
      8.5.Determination of Interests in the Fund; Enforcement of Trust and Legal
      Proceedings[INSERT PAGE
      NUMBER]

            


    

     

    ARTICLE
IX AMENDMENT AND TERMINATION OF THE TRUST [INSERT PAGE NUMBER]

    
      	
              Section
      9.1.Amendment of Agreement

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      9.2.Termination of Agreement

            	 	
              [INSERT PAGE
  NUMBER]

            


    

     

    ARTICLE X
THE COMMITTEE [INSERT PAGE
NUMBER]

    
      	
              Section
      10.1.Membership and Actions of the Committee

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      10.2.Committee Compensation and Expenses

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      10.3.Indemnity of Committee

            	 	
              [INSERT PAGE
  NUMBER]

            


    

     

    ARTICLE
XI MISCELLANEOUS [INSERT PAGE
NUMBER]

    
      	
              Section
      11.1.Governing Law

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      11.2.No Effect on Employment

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      11.3.Successors

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      11.4.Severability

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      11.5.Incorporation of Plan as Part of Agreement

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      11.6.Execution in Counterparts

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      11.7.Effect of Divisions and Captions

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      11.8.Gender and Number

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    
      	
              Section
      11.9.Mistake of Fact

            	 	
              [INSERT PAGE
  NUMBER]

            


    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TRUST
AGREEMENT

     

    UNDER

     

    SUPPLEMENTAL
EXECUTIVE RETIREMENT PROGRAM

     

    FOR
OFFICERS OF AMERICAN AIRLINES, INC.

     

    THIS
AGREEMENT (the or this “Agreement”) was adopted effective as of the 14th day of
October, 2002, 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”).  By this instrument the Corporation hereby amends and
restates the Agreement in the entirety, effective as of June 1, 2007 (the
“Effective Date”).

     

    RECITALS

     

    WHEREAS, in January 1985, the
Board of Directors of AMR Corporation established the Supplemental Executive
Retirement Program for Officers of American Airlines, Inc., as subsequently
amended (the “Plan”), 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 Corporation has
established an irrevocable trust to fund certain retirement benefits of the
Participants of the Plan; and

     

    WHEREAS, the Corporation
desires the Trustee to continue to undertake the responsibility for the
protection and conservation of the assets of the Trust, under the terms of the
Agreement; the Trustee is willing to continue such responsibility and the
Corporation has delivered 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 that the Committee under the Plan be responsible for the administration
of the Trust, and the Committee has undertaken 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

     

    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;
and

     

    WHEREAS, subsequently to the
Effective Date, Revenue Ruling 2007-48 has been issued by the U.S. Treasury
Department, and the Corporation desires to update the Agreement so that the
Trust continues to operate as a secular trust for Federal income tax purposes;


     

    NOW, THEREFORE, in
consideration of the mutual covenants contained herein, the Corporation, the
Trustee and the Committee hereby amend and restate the Agreement in the
entirety, to provide 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 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.                                 Compensation
Committee.  “Compensation Committee” means the compensation Committee
of the Board of Directors of AMR Corporation.

     

    Section
1.7.                                 Corporation.  “Corporation”
means American Airlines, Inc. and any successor thereto, or to the business
thereof, by whatever form or manner resulting.

     

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

     

    Section
1.10.                                 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.

     

    Section
1.11.                                 Participant.  “Participant”
means an “Active Funding Participant” in the Plan as defined at Section 2.1(b)
of the Plan.  

     

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

     

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

     

    Section
1.15.                                 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 whom 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 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.  The right to receive benefits under the Plan through this
Agreement may not be anticipated, alienated, sold, transferred, assigned,
pledged, encumbered or subjected to any charge or legal process, and the
non-alienation provisions of Sections 8.1 and 8.2 of the Plan are hereby
incorporated in the entirety by this reference.  

     

    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 thereof, 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.

     

    (b) Contributions
to the Trust with respect to the benefits of Participants shall be credited to
Accounts as provided in Section 3.4.  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.  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 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 credited 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 Committee
shall direct the Trustee to adjust Accounts to reflect realized and unrealized
gains, income and losses and chargeable expenses of the Fund on an accrual basis
since the preceding Valuation Date, in accordance with the provisions of this
Section 3.4.  The Account will be adjusted to reflect payment of
taxes paid by the Trust with respect to such contributions.  The
amount creditable to the Account of a Participant as of a Valuation Date
selected by the Committee after payment of any benefits and/or applicable
withholding taxes shall not exceed the Participant’s vested accrued benefit
under the Plan as of such date, as determined by the Committee, in its sole and
absolute discretion.  The allocation of any amounts creditable as
contributions, income, losses and realized or unrealized appreciation to the
Account of the Participant shall be limited so that the balance as of such
Valuation Date does not exceed the Participant’s accrued benefit under the
Plan.  Any excess shall rather be allocable to other known or
reasonably anticipated liabilities arising under the Plan and/or the
Trust.  The Trustee shall be under no obligation to question such
allocation adjustment.

     

    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 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 any
Trust obligation, if any, 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 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 distribution and withholding therefrom.  Pursuant to
Internal Revenue Service Revenue Ruling 2007-48 or successor guidance thereto,
the Corporation, if required to withhold employment taxes at the time of
contribution, shall withhold and transmit such taxes.  The Corporation
and the Trustee shall comply as required by law to achieve proper reporting in
connection with tax reporting requirements.

     

    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 hereof; 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
credited to 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, subject to Section 3.4.  An amount contributed for
such purpose shall be allocated to each respective applicable Account and the
payment shall be charged against such applicable
Account.  

     

    ARTICLE
IV

     

    CONTRIBUTIONS,
CERTIFICATIONS AND DISTRIBUTIONS

     

    Section
4.1.                                 Contributions to the
Trust.  The Corporation may 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
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 may 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.

     

    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:

     

    (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,
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 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 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) Effect 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 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 receipt of direction from the Corporation
consistent with certifications theretofore delivered to the Trustee pursuant to
Section 4.3, the Trustee shall promptly make benefit payments.  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 filed by the Corporation and/or Trustee in accordance with applicable law for
periods commencing with the Effective Date.  Except as provided in
this Agreement, 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.

     

    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 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, filings and documents
required by law, and cooperate with the Corporation in the filing of tax reports
and returns required to be filed by applicable law.

     

    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 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 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 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 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 or of its
Compensation Committee, as the case may be; 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 as constituted prior to this Restated and Amended Agreement, 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.  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.

     

    (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 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 or its affiliates 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.  The Corporation shall deliver to the Trustee a copy of all
amendments to the Plan hereafter adopted.

     

    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.

     

    Section
11.9.                                 Mistake of
Fact.  A misstatement or other mistake of fact relating to this
Agreement shall be corrected when it becomes known, and the Committee shall make
such adjustment on account thereof as it considers equitable and practicable;
provided that no adjustment under this Section 11.9 shall be made which violates
any provision of section 409A of the Code or any guidance issued
thereunder.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Corporation, the Trustee and the Committee have entered in
to this Agreement as of NOVEMBER 17, 2008, effective as of the Effective
Date.

     

    CORPORATION:

     

    AMERICAN AIRLINES, INC.,

    a Delaware corporation

     

    Attest:                                                           By:                                                                        

    Kenneth
W. Wimberly, Corporate Secretary

     

    


     

    TRUSTEE:

     

    WACHOVIA
BANK,                                           NATIONAL
ASSOCIATION

    


    


    Attest:                                                           By:                                                                        

    


    Name:                                                                        

    


    Title:                                                                        

     

    


     

    COMMITTEE:

     

    


     

    Attest:                                                           By:                                                                        

    Gerard J.
Arpey

     

    


     

    Attest:                                                           By:                                                                        

    Thomas W.
Horton

     

    


     

    Attest:                                                           By:                                                                        

    Jeffrey
J. Brundage

     

    


     

    Attest:                                                           By:                                                                        

    Gary F.
Kennedy