AMENDMENT NO. 2 TO RETENTION TRUST AGREEMENT
Exhibit
10.66
AMENDMENT NO. 2 TO RETENTION TRUST AGREEMENT
This Amendment No. 2 (the “Amendment”) to the Retention Trust Agreement, dated May 13, 1998,
as amended by Amendment No. 1, dated October 1, 2006 (as so amended, the “Retention Trust”), by and
between X.X. Xxxxxxxx Tobacco Holdings, Inc., as successor to RJR Nabisco, Inc. (“RJR”), and
Wachovia Bank, N.A. (the “Trustee”) is entered into this
24th day
of January, 2007.
WITNESSETH:
WHEREAS, pursuant to the provisions of Section 9(a) of the Retention Trust, the
parties hereto agree to amend the Retention Trust in accordance with the terms set forth below.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Section 2(a) of Appendix A to the Retention Trust is hereby deleted in its entirety and the
following is substituted in its place:
Except as otherwise provided in this Section 2, payment will be made to an Employee (or to the
personal representative of such Employee’s estate) on the Payment Date identified for such Employee
on the Payment Schedule (the “Payment Date”) in the amount identified for such Employee on the
Payment Schedule, provided that the Employee remains actively employed by Xxxxxxxx American Inc. or
any of its direct or indirect subsidiaries (collectively, the “Employer”) until the Payment Date.
2. The first sentence of Section 2(b) of Appendix A to the Retention Trust is hereby deleted in its
entirety and the following is substituted in its place:
If, prior to an Employee’s Payment Date, such Employee’s employment is terminated as a result
of death or permanent disability (as defined in the Long-Term Disability Income Program sponsored
by Xxxxxxxx American Inc.), Payment shall be made to or in respect of such Employee as soon as
practicable following such termination.
3. Section 2(e)(ii) of Appendix A to the Retention Trust is hereby deleted in its entirety and the
following is substituted in its place:
“Change of Control” shall be defined as such term is defined in the Xxxxxxxx American Inc.
Long-Term Incentive Plan as in effect on the date hereof. A copy of this definition shall be
provided to the Trustee.
4. Except as otherwise expressly provided in this Amendment, the Retention Trust remains unmodified
and in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment on the date and year first above
written.
X.X. XXXXXXXX TOBACCO HOLDINGS, INC.
| By: | /s/ XxXxxx X. Xxxxx, III |
| Name: | XxXxxx X. Xxxxx,
III |
| Title: | Senior Vice President and
Secretary |
WACHOVIA BANK, N.A.
| By: | /s/ Xxxxxxx X. Xxxxx |
| Name: | Xxxxxxx X. Xxxxx |
| Title: | Vice President, Wachovia Bank, as
Trustee |
CONSENTED AND AGREED TO:
/s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx, as sole beneficiary
of the Retention Trust
of the Retention Trust
2
