Is there a way I can view all the expense ratios for each DAP/401k fund choice?

No, each option NAV is charged about 10 basis points annually for Trust,Record keeping,Administration and Communication. Above that it would depend on which option because of the managers within that option. The Equity Index Option for example would be 10 basis points plus 9 basis points for investment management. The Growth Option would be 10 basis points plus the expense ratio for each of the managers we use in that option. Expenses are subtracted prior to performance each day when computing the NAV. Research on each fund would give you the expense ratio. We do not use that number since it is already factored into the NAV of the mutual fund when we value our options.

Do we get a discount on the Fidelity funds expenses when we use the window?

No but you do have access to some load funds without paying the sales charge.

What are these expense ratios?

Fidelity should provide this information. It is also available on their web site but requires your individual research.

Do we get a discount on the expenses when we use the brokerage option?

No

Do the expense ratios we provide include all costs such as Benefits Express admin fees, fund marketing fees, DAP/401k office costs, etc?

Yes, our average cost in 2000 was approximately 51 basis points for everything. Again, your exact cost would depend on which options you use and for what period of time.

When I retire, can I roll my American Supersaver funds into my DAP?

No, Rollovers from the Supersaver will probably be allowed to another qualified plan (if acceptable by that plan) or an IRA. Generally-a rollover to a qualified plan such as the DAP would not be possible unless you are employed by the Plan Sponsor. At this time there are no plans to seek the IRS approval that would be needed for such a rollover.

I understand that our DAP will more than likely continue, but that at some time this year, our 401(k) Plan will terminate. I think that I understand our options with the assets held directly in these plans. What about assets held in the “Fidelity Funds Window”? Must these assets funnel back through the Hewitt held plans for an IRA transfer or can we do an “in kind” transfer to an IRA?

No “in kind” transfers will be available. There is no administrative procedure within our Plans to allow for in-kind transfers. Assets in the “Fidelity Funds Window” will have to come back to the “core” before further transfer is possible. For a DAP or 401(k) rollover, you must first request a 100% transfer of your Fidelity Funds Window to come back to the DAP and/or 401(k). This happens around the fifteenth of each month and takes about three business days. Once the assets are back in the “core”, a transfer or rollover is possible. That would happen on the Friday of the week your completed “distribution” paperwork is received by Benefits Express. You should request the Fidelity Funds to come back before you request the transfer or rollover.

In the AA SuperSaver packet we received, they specifically addressed the issue by stating “SuperSaver allows two outstanding loans per participant, including any loans rolled over from your TWA plan.” As you see, the positions are contradictory, so my question is “Why the difference?”.

Our Plans do not allow a rollover of loans into the Plans. This is an administrative restriction not a legal one. AA SuperSaver must be set up to accept loans in a rollover. We will be unable to accept loans in a 401(k) to DAP transfer. IRA’s cannot accept loans either. DAP manual loan repayments after TWA LLC goes away will be available for those who remain in the DAP.

Everybody knows the NAV (share price) of nearly all funds are down right now. If we rollover to an outside plan such as an IRA or AA SuperSaver, will not our shares in the affected account be sold at current prices and the current DOLLAR value, as opposed to the number of SHARES, be transferred? If so, this would “lock in the loss”.

Yes, any request to rollover would result in “cashing out”, that is, selling all existing shares and transferring the cash value of your shares to the outside plan.

If we elect to stay within our current plan, when the 401(k) is rolled into the DAP, will we transfer shares rather than dollars, hence taking a loss?

No, you would still be “cashing out” of the 401(k) Plan. The difference, if you use the DAP for your rollover, is in the time out of the market. Transferring your 401(k) to the DAP will happen on the Friday of the week your “Distribution” paperwork is received by Benefits Express. Your 401(k) shares are sold and immediately purchased into the DAP Stable Value Option. You can (on Monday) transfer your ex-401(k) assets from the Stable Value into the same DAP Options that you sold out of from the 401(k) on the previous Friday. You would be out of the market one day (on Monday following the Friday transfer).

This is quite an incentive to stay with the current plans, if true, at least until share prices recover.

No one knows what the market will do while you are in the process of a rollover.

Like many pilots, I have been putting 11% pre-tax into the pilot’s 401(k). What happens now? If 14.3% of former DAP money is now going into the AMR SS plan, and our 401(k) is no longer accepting new money, and in fact will have to be rolled over, will the 11% no longer be withheld from my pay or will it also be going into the AMR plan? Quite a number of fellow crew members are asking the same question and there seems to be no published answer. The plan summary from AMR is generic and doesn’t address the specific pilot concerns. Thank you.

Your future 401(k) pre-tax contributions will go to American SuperSaver in addition to the company’s 14.3%. This money will be withheld from your paycheck by TWA LLC payroll and sent to SuperSaver. You should have seen that on your April 25th check stub. Any changes to the level of contributions or investment choices for future contributions need to be completed with SuperSaver. You can, of course, still move your existing money around within our 401(k) until you transfer it.

If I want to roll my DAP/401(k) to the SuperSaver without the “tax-hit”… What do I write in the “check payable to”? What address do I put on the back of the form for a direct mail to supersaver?

You should check with SuperSaver for their procedures. There is no “tax-hit” with a proper rollover. Remember to consider any outstanding loans.

Is it possible to make a partial funds transfer to an IRA or SuperSaver, or is it going to be all or none?

A partial distribution is possible from the DAP.

If I wanted to transfer all of my DAP assets (except for what is in the “Fidelity Funds Window”, is that permissible?

Yes.

A more likely scenario is the possibility that I might want to transfer xxx dollars or xx percentage of my DAP and/or 401(k) assets. Is that permissible?

Only a 100% transfer or rollover of your 401(k) is possible. Partial distributions from your DAP are allowed.

If so, are dollars taken equally from each component of the DAP or can we specify where (i.e. which fund) they come from?

All distributions are taken out of your account pro rata (same percentage that is in the option). If this leaves you with an allocation different from desired, you will have to rebalance on the next day!

Letter Dated May 7, 2001

This announcement is to update all DAP/401(k) participants on some upcoming changes.

This announcement is to address and restate the security of your assets in the Directed Account Plan and the Pilots 401K Plan. You are 100% vested in your account balance. The assets of the plans are not exposed to the financial exercise now taking place in Bankruptcy Court.

For Retirees: This means your account balance is secure and your monthly installment will continue as you have directed without any further action on your part. You will continue to have the same flexibility in accessing your account as you did prior to TWA’s bankruptcy filing.

For Actives and Retirees: The TWA Pilots Directed Account Plan will continue to be governed by a Board of Directors made up of two TWA ALPA MEC assigned pilots, up to three independent directors, and two directors assigned by the Plan sponsor.

The Plans will continue to provide an excellent investment structure with the same options, low cost, easy access, good communications, and with up to date web sites for information and access. This is a plan designed for you to use through your active career and into retirement.

Loans should continue to be paid by payroll deduction or manual payment for retirees. Should that become an administrative problem for active pilots, we will make other arrangements and communicate with you long before any defaults occur.

There are still many questions without answers. As we proceed through the next few months and those answers become apparent, we will communicate with you using every method available to us. Check FIP/53 and visit www.4twadap.com often. Please read the mailings. We will keep you informed.

In the event of a TWA cessation of operations and/or bankruptcy, could the assets in my DAP account be accessed by the Company?

No. The Directed Account Plan and the 401(k) Plan are both qualified retirement plans subject to the provisions of both the Internal Revenue Code and the Employee Retirement Income Security Act of 1974 (ERISA). One of the provisions applicable to such qualified plans prohibits any part of the corpus or interest under the plan trust to be “used for or diverted to purposes other than for the exclusive benefit of the employees or their beneficiaries.” As stated in the DAP and 401(k) Plan documents, no part of the Trust fund holding the assets of these plans will be used for or diverted to purposes other than for the exclusive benefit of the plan participants or their beneficiaries. With the exception of the November 2000 DAP company contribution for the reasons explained below, your DAP and 401(k) Plan accounts are 100 percent vested (nonforfeitable) at all times.

TWA Pilots ALPA MEC Chairman’s letter in reference to ongoing contributions

In my December 19 letter to all pilots, I reported that the Company had notified ALPA in December of its intent to defer payment of the Company contribution to the DAP. As there has been some confusion as to what monthly DAP contribution(s) has/have actually been deferred by the Company, the following will provide some clarification on this issue and will provide answers to other questions relating to the DAP and 401(k) Plan.

The Company has actually deferred the payment of the Company contributions to the DAP that were contractually due both on November 1 (based on earnings reported on pilot October 25th paychecks) and on December 1 (based on earnings reported on pilot November 25th paychecks). This may not be readily apparent to DAP participants because the contribution due on November 1 has already been posted to participant DAP accounts, based on the contribution transmittal information that TWA Employee Benefits forwarded to the DAP recordkeeper on November 30. Although the November contribution was posted to the participant accounts, per normal procedure, based on TWA’s data transmittal, the funds transfer from TWA to the Plan Trustee did not take place following that data transmittal, as it normally should have. The Company has deferred payment of those funds, as well as the funds relating to the Company DAP contribution that was due on December 1. The Company DAP contribution that was due on December 1 has not yet been posted to participant accounts, and will not be posted until TWA actually transfers the funds to the Plan Trustee.

Although the Company has not advised us when the deferred payments will be made, it has indicated that when such payments are made by the Company, they will be made with interest, per the terms of the CBA. The CBA requires the DAP contributions to be paid on the first business day of each month, and further requires the Company to pay interest at an annual rate equal to prime plus 3 percent on late payments.

Robert A. Pastore, Chairman

TWA MEC

FAQ’s as of 01/05/01

Why has the Company deferred payment of the DAP contributions?

The Company’s deferral of the DAP contributions is one of the steps the Company took to conserve cash during the lower-revenue winter months.

Is this deferral of DAP contribution payments part of some concession package that the MEC has agreed to?

No.

What is ALPA doing about this payment deferral?

On December 15, ALPA filed a grievance concerning the Company’s failure to pay on November 1 and December 1 the DAP contributions, requesting that payment be made immediately with interest as required by Section 23(C)(2) of the CBA and that the Company cease and desist from any future violation.

Is TWA also deferring payment of its contributions to the plans for other TWA employee groups?

Yes.

Is the Company also delaying the transfer of my contributions to the 401(k) Plan?

No. This payment deferral is not impacting the transmittal of pilot contributions to the 401(k) Plan or the DAP. Contributions you make via payroll deduction to the 401(k) Plan and/or the DAP will continue to be transmitted by TWA to the Plan Trustee by no later than the first business day of the month following the date such contributions are withheld from your paycheck.

What will happen to the November contribution that was posted to my DAP account if the Company does not ever transfer the funds?

We fully expect the Company to pay, with interest, the deferred contributions to the DAP as well as to start making its regular monthly DAP contributions as soon as it possibly can. In the event of a TWA bankruptcy, however, the unpaid contributions could possibly be subject to a claim filed by ALPA on behalf of the TWA pilots in the bankruptcy court. If that were to occur, it would be necessary to reverse the contribution posting that was made to each participant’s account in relation to the November contribution, since the Plan Trust did not receive the funds for that particular contribution.

When TWA is no more and TWA Alpa ceases to be the collective bargaining unit for TWA pilots what will become the status of the TWA DAP??

We are working to maintain the structure of the DAP so it would continue business as usual- It could be that American Pilots would want it with American sponsorship or we keep it for retirees and ex TWA pilots flying for American with existing balances and American sponsorship – It could continue with ALPA sponsorship-It could continue in the form of a group IRA. There are a number of scenarios but it is too early to predict what we will end up with. You will receive plenty of notice and communication when the details are worked out. For now, you know your assets are secure, and you will always have the freedom to move your assets later if you do not like whatever structure we end up with. The danger is moving your money out of fear or for the wrong reason.

We have a number of “Financial Advisors” spreading doom and gloom in an effort to get your assets out of the Plan and into their commission/fee schedule. That step should be taken very carefully. Again, if you leave, do it for the correct reason, whatever that might be for you.

I have received letters telling me that the DAP is safe and that my DAP account is my sole property and that will not change.

Thanks for reading our mailings. Those pieces of information are supported by the law.

Retirement assets can not be assigned except for QDROs (divorce settlements)And IRS intervention for taxes. Bankruptcy court can not access or freeze your funds ( That this will happen is the current storyline of an advisor who has the pilots mailing list and is spending a lot of time on the phone. It is not true!).

Who will administrate the DAP ??

TWA has never administered the DAP. The TWA Pilots DAP/401k Board of Directors have outsourced the administration for record keeping and trust custody to Hewitt Associates and Mellon Bank since 1992. This will not change with the absence of TWA. The operation of the Plan should look the same in the future as it has in the past.

Will it become a separate entity??

The DAP has been a separate stand alone plan since July,1993. The extent of TWA and ALPA interaction with the Plan has been the two out of seven seats that each has filled on the Board of Directors. The DAP has never been run by TWA or ALPA. It is governed by a seven person Board of Directors, each having the fiduciary responsibility under ERISA, the IRS, and DOL ,to administer the plan for the sole benefit of the participants

There are questions being raised about these issues amongst the retirees on the TARPA site.

I appreciate the opportunity to answer your questions because there is so much misinformation being passed around. The advisor that calls you with false claims and information may not be the person to whom you entrust your retirement dollars for safekeeping and growth. We do not have all the answers yet. No one does. Our DAP has worked out for most participants to be an efficient, productive, low cost investment structure, bringing a great deal of retirement financial security and piece of mind to hundreds of TWA retirees who deserve it. I do not anticipate that changing. If it does, you will be given plenty of advance notice to take the appropriate action. I hope I have answered your questions. They need to be addressed and since the bankruptcy I have attempted to start the information flow but many do not read what we send out and instead are quick to listen to others who may have ulterior motives.

Please call 314-739-7373 if you have questions!

The final determination as to the future of the Directed Account Plan and the 401(k) Plan is still not certain.

The TWA/American agreement calls for both plans to terminate, but at this point, an alternative solution is being worked out to maintain the DAP. Our objective is to provide the 2200 plus retirees and the active TWA Pilots the choice to remain in the Directed Account Plan with the same investment structure and procedures we have developed over the last eight years.

Regardless of plan termination or continuation, your assets are secure and at some point in the future, you will be given the opportunity to choose where you want those assets to be invested. Your choices will probably be to remain in the DAP, roll over to an IRA of your choice, or for active pilots, to roll over to an American plan.

Before you are required to make these important decisions, you will be provided with a communication package containing all of the necessary information to help you decide. Please read carefully all the plan mailings over the next few months.

The 401(k) Plan will most likely be terminated. You will be given the choice to roll your assets over (no tax event) to an IRA, an American plan for active pilots, or hopefully, to the Directed Account Plan (DAP). This will all be finalized over the next few months.