Exhibit 10.45
[RJR NABISCO LETTERHEAD]
December 28, 1995
Xxxxxx X. Xxxxxxxxx
Re: Participation Agreement-
RJR Nabisco, Inc. Supplemental Executive Retirement Plan
Dear Xxxx:
You have been approved as a Participant in the RJR Nabisco, Inc.
Supplemental Executive Retirement Plan ("SERP") as modified by this
Participation Agreement.
The SERP has been designed to facilitate succession planning at the
executive level. Part of this planning process involves establishing in advance
a retirement date for Participants on a basis that is mutually agreeable. The
SERP provides a total retirement income that will exceed what you would
otherwise be entitled to receive at such retirement date solely under the
regular pension plan.
In consideration of your participation, it is agreed that your Normal
Retirement Age under the SERP shall be the first day of the month next following
your 60th birthday, unless you become eligible to retire earlier under the SERP
(a "Retirement Date") pursuant to the provisions of SERP Sections 3
(Eligibility) and 5 (Early Retirement); provided however, your Normal Retirement
Age or other Retirement Date shall in any event not occur until the end of any
period of Compensation Continuance under your Employment Agreement.
In the event of a Change of Control (as defined in the RJR Nabisco Holdings
Corp. Long-Term Incentive Plan), your benefit will be funded in a Rabbi Trust.
At the earlier of (i) your Normal Retirement Age or (ii) other Retirement Date,
an annuity shall be purchased from the Rabbi Trust and delivered to you.
Please affirm your agreement to the terms of this letter by signing and
returning to Xxxxx Xxxxxxxx the attached copy of this letter.
Very truly yours,
RJR NABISCO, INC.
By: /s/
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Chief Executive Officer
Agreed:
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
