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EXHIBIT 10.10
AMENDMENT NO. 1
TO THE
DEFINED CONTRIBUTION MASTER TRUST AGREEMENT
THIS AMENDMENT NO. 1 to the amended and restated Master Trust
Agreement dated June 14, 1999 (the "Master Trust Agreement") between Wachovia
Bank, N.A. and X. X. Xxxxxxxx Tobacco Company ("RJRT") made and entered into
this 29th day of September, 1999, by RJRT and with the consent of Wachovia
Bank, N.A., as trustee (the "Trustee");
W I T N E S S E T H:
WHEREAS, as of October 1, 1979, a master trust agreement was entered
into among Wachovia Bank and Trust Company, N.A., RJRT, a predecessor to RJR
Nabisco, Inc., and various other employers to provide for a trust for certain
defined contribution pension plans; and
WHEREAS, the Master Trust Agreement has been amended from time to
time, most recently as of June 14, 1999 to reflect the spin-off by RJR Nabisco
Holdings Corp. of RJR Nabisco, Inc. (now renamed X.X. Xxxxxxxx Tobacco
Holdings, Inc.); and
WHEREAS, RJRT and its parent company, X.X. Xxxxxxxx Tobacco Holdings,
Inc. (the "Company"), desire to reflect the change in plan sponsorship and in
the designated party to the Master Trust Agreement from RJRT to the Company;
and
WHEREAS, pursuant to Section 19 of the Master Trust Agreement, the
Chief Financial Officer of RJRT, as agent for RJRT, may amend the Master Trust
Agreement;
NOW, THEREFORE, the Master Trust Agreement is hereby amended as
follows effective as of June 14, 1999:
1.
X.X. Xxxxxxxx Tobacco Holdings, Inc. is substituted in the place of
RJRT as a party to the Master Trust Agreement and in each provision thereof
referring to RJRT or the "Company," including, without limitation, in Section
3.
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2.
X. X. Xxxxxxxx Tobacco Company remains subject to the Master Trust
Agreement as an affiliated company of X.X. Xxxxxxxx Tobacco Holdings, Inc. and,
as appropriate, a plan sponsor of one or more plans subject to the Master Trust
Agreement.
3.
The Master Trust Agreement shall be named the "X. X. Xxxxxxxx Defined
Contribution Master Trust Agreement".
4.
Except as provided herein, the provisions of the Master Trust
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 1
to be executed by their duly authorized corporate officers as of the day and
year first written above.
X. X. XXXXXXXX TOBACCO COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
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Title: Chief Financial Officer
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ACCEPTED: ACCEPTED:
TRUSTEE:
X. X. XXXXXXXX TOBACCO
HOLDINGS, INC. WACHOVIA BANK. N.A.
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxxx
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Title: Chief Financial Officer Title: Senior Vice President\
------------------------ Group Executive
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