EXHIBIT 10c5
AMENDMENT TO TRUST AGREEMENT
THIS AMENDMENT, made as of the 1st day of January, 1997, among AMERICAN
BRANDS, INC., a Delaware corporation (the "Company"), THE CHASE MANHATTAN BANK,
a New York banking corporation (the "Trustee") and XXXXXX ASSOCIATES LLC, a
limited liability company formed under the laws of Illinois ("Xxxxxx")
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Company and the Trustee are parties to a Trust Agreement
for the purpose of establishing a trust in order to provide a source of benefits
under the terms of the Company's Supplemental Plan for the benefit of Xxxxxxx X.
Xxxxxxx, XX and Xxxxxx is designated as Trustee's Contractor thereunder; and
WHEREAS, the parties desire to amend the Trust Agreement as set forth
herein;
NOW, THEREFORE, in consideration of the premises, the parties agree
that the Trust Agreement is hereby amended as follows:
1. Section 5.2 is hereby amended to change the third sentence thereof
to read as follows:
"The investment manager shall invest the assets of the Fund solely in
the Vista Select Bond Fund to the extent practicable and otherwise in
The Chase Manhattan Bank Personal Trust Market Rate Account."
2. Section 5.2 is hereby further amended by deleting paragraph (b)
thereof and redesignating paragraphs (c) through (p) as paragraphs (b)
through (o), respectively.
3. Section 9.1 is hereby amended to provide, to the extent not already
provided therein, that the trust may be terminated pursuant to a resolution
of the Compensation and Stock Option Committee of the Company's Board of
Directors as well as by a resolution of the Company's Board of Directors.
4. The Trust Agreement is hereby further amended to reflect the change
of the Company's name so that references to "American Brands, Inc." and the
"Company" shall be deemed to be references to "Fortune Brands, Inc." subject
to the approval of such change of name by the Company's stockholders.
IN WITNESS WHEREOF, the parties have caused this AMENDMENT to be duly
executed as of the day and year first written above.
AMERICAN BRANDS, INC.
Attest: By Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
Senior Vice President and
Xxxx X. Xxxx Chief Administrative Officer
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ASST. SECRETARY
THE CHASE MANHATTAN BANK
Attest: By Xxxx X. Xxxxxxxxxx
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Xxxx X. Xxxxxxxxxx
Vice President
Xxxx X. Xxxxxxxxx
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XXXX X. XXXXXXXXX
SECOND VICE PRESIDENT
XXXXXX ASSOCIATES LLC
Attest: By X.X. Xxxxxxxx, III
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Xxxxxxx X. Xxxxxxx
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I hereby consent to the foregoing AMENDMENT.
Witness:
Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxx, XX
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XXXXXXX X. XXXXXXX, XX
STATE OF CONNECTICUT )
: ss.: Old Greenwich, CT-July 7, 1997
COUNTY OF FAIRFIELD )
Personally appeared XXXXXX X. XXXXXXXXXX, Senior Vice President and
Chief Administrative Officer of AMERICAN BRANDS, INC., signer and sealer of the
foregoing instrument, and acknowledged the same to be his free act and deed as
such Senior Vice President and Chief Administrative Officer and the free act and
deed of said Corporation, before me.
Xxxxxx Xxxxxx
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Notary Public
STATE OF NEW YORK )
: ss.: Xxx Xxxx, XX-0/0, 0000
XXXXXX XX XXX XXXX )
Personally appeared XXXX X. XXXXXXXXXX, Vice President of THE CHASE
MANHATTAN BANK, signer and sealer of the foregoing instrument, and acknowledged
the same to be his free act and deed as such Vice President and the free act and
deed of said Company, before me.
Xxxxx X. Xxxxxxxx
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Notary Public
STATE OF ILLINOIS )
: ss.: Lincolnshire, IL-July 7, 1997
COUNTY OF LAKE )
Personally appeared X.X. Xxxxxxxx, III, Principal of XXXXXX ASSOCIATES
LLC, signer and sealer of the foregoing instrument, and acknowledged the same to
be his free act and deed as such Principal and the free act and deed of said
XXXXXX ASSOCIATES LLC, before me.
Xxx X. Xxxxxxxx
----------------------------
Notary Public
STATE OF CONNECTICUT )
: ss.: Old Greenwich, CT-July 7, 1997
COUNTY OF FAIRFIELD )
Personally appeared XXXXXXX X. XXXXXXX, XX, signer of the foregoing
instrument, and acknowledged the same to be his free act and deed, before me.
Xxxxxx Xxxxxx
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Notary Public
