EXHIBIT 10a1
AMENDMENT TO TRUST AGREEMENT
THIS AMENDMENT made as of the lst day of August, 1998, among XXXXXXX
X. XXXXXXX, XX (the "Executive"), FORTUNE BRANDS, INC., a Delaware corporation
(the "Company") and THE CHASE MANHATTAN BANK, a New York banking corporation
(the "Trustee")
W I T N E S S E T H :
WHEREAS, the Executive, the Company (formerly known as American
Brands, Inc.) and the Trustee have entered into a Trust Agreement made as of
November 1, 1993, as amended (the "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; and
WHEREAS, the parties desire to amend the Trust Agreement to reflect
the change of name of the Company as well as to provide that the trust might be
used as a source of providing pension benefits, in addition to those payable
under the Supplemental Plan, that may become payable to the Executive, his
spouse or beneficiaries under the Severance Agreement between the Executive and
the Company dated as of January 2, 1991, as amended (the "Severance Agreement"),
the Compensation Agreement between the Executive and the Company dated as of
January 2, 1991, as amended (the "Compensation Agreement"), and any other
agreements or arrangements for the payment of additional pension or other
deferred compensation benefits to or on behalf of the Executive;
NOW, THEREFORE, in consideration of the premises, the parties agree
that the Trust Agreement is hereby amended as follows:
1. All references to "American Brands, Inc." in the Trust Agreement be
and they are hereby changed to references to "Fortune Brands, Inc." and all
references to the "Company" in the Trust Agreement shall be deemed to be
references to Fortune Brands, Inc.
2. The trust established by the Trust Agreement, in addition to being
used to provide a source of benefits under the Company's Supplemental Plan,
may also be used as a source of providing additional pension benefits that
may become payable to the Executive, his spouse or beneficiaries under the
Severance Agreement, the Compensation Agreement and any other agreements or
arrangements for the payment of additional pension or other deferred
compensation benefits to or on behalf of the Executive and references in
the Trust Agreement to the "Plan" shall also be deemed to be references to
the Severance Agreement, the Compensation Agreement and such other
agreements or arrangements for the payment of additional pension or other
deferred compensation benefits.
IN WITNESS WHEREOF, the parties have caused this AMENDMENT to be duly
executed as of the day and year first written above.
Attest: FORTUNE BRANDS, INC.
Xxxxx X. Xxxxxxx, Xx. By Xxxxxx X. Xxxxxxxxxx
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Secretary Xxxxxx X. Xxxxxxxxxx
Senior Vice President and
Chief Administrative Officer
Attest: THE CHASE MANHATTAN BANK
Xxxxx X. Xxxxxxxx By Xxxx X. Xxxxxxxxxx
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Xxxx X. Xxxxxxxxxx
Vice President
I hereby consent to the foregoing AMENDMENT.
Witness:
Xxxxx X. Xxxx Xxxxxxx X. Xxxxxxx, XX
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XXXXXXX X. XXXXXXX, XX
STATE OF CONNECTICUT )
: ss.: Old Greenwich, CT- July 29, 1998
COUNTY OF FAIRFIELD )
Personally appeared XXXXXX X. XXXXXXXXXX, Senior Vice President and
Chief Administrative Officer of FORTUNE 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- 0/00, 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 Corporation, before me.
Xxxxxx X. Xxxxx
-----------------------------
Notary Public
STATE OF CONNECTICUT )
: ss.: Xxx Xxxxxxxxx, XX- 0/00, 0000
XXXXXX XX XXXXXXXXX )
Personally appeared XXXXXXX X. XXXXXXX, XX, signer of the foregoing
instrument, and acknowledged the same to be his free act and deed, before me.
Xxxx X. Xxxx
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Notary Public
