AMENDMENT NO. 1 TO RETENTION TRUST AGREEMENT
Exhibit 10.56
AMENDMENT NO. 1 TO RETENTION TRUST AGREEMENT
This Amendment No. 1 (“Amendment No. 1”) to the Retention Trust Agreement (the “Agreement”)
made the 19th of May, 1998, by and between RJR Nabisco Inc. (“RJRN”) and Wachovia Bank,
N.A. (“Trustee”) is made this 1st day of October, 2006.
WHEREAS, RJRN was renamed X.X. Xxxxxxxx Tobacco Holdings, Inc. as part of the spinoff
transaction from RJR Nabisco Holdings Corp on June 15, 1999; and
WHEREAS, as part of the business combination of X. X. Xxxxxxxx Tobacco Company and the U.S.
business of Xxxxx & Xxxxxxxxxx Tobacco Corporation, a new public parent corporation of X.X.
Xxxxxxxx Tobacco Holdings, Inc. was formed named Xxxxxxxx American Inc. (“RAI”); and
WHEREAS, the Board of Directors of X.X. Xxxxxxxx Tobacco Holdings, Inc. desires to amend the
Agreement to provide that employees of RAI and its subsidiaries may be named as Trust beneficiaries
under the Agreement;
NOW, THEREFORE, the parties hereby agree that the Agreement shall be amended, pursuant to
Section 9(a) of the Agreement, as follows:
1. All references of RJRN shall refer to X.X. Xxxxxxxx Tobacco Holdings,
Inc.
2. The second WHEREAS clause of the Agreement shall be deleted in its
entirety and the following language shall be inserted therefor:
| “(c) WHEREAS, in furtherance of the foregoing, the Board has authorized RJRN to establish a trust (hereinafter called “Trust”) and to contribute to the Trust assets that shall be held therein, until paid to employees of RJRN, X. X. Xxxxxxxx Tobacco Company (“RJR”), their parent companies, including Xxxxxxxx American Inc., and/or their subsidiaries, in such manner and at such time as specified in Appendix A (such payments, the “Payments”, and such employees (or the personal representatives of their estates), the “Trust beneficiaries”);” |
3. Except as provided by this Amendment No. 1, the terms and provisions of
the Agreement shall remain in full force and effect.
EXECUTED as of this 1st day of October, 2006.
| X.X. XXXXXXXX TOBACCO HOLDINGS, INC. | ||||
| By: | ||||
| XxXxxx X. Xxxxx, Senior Vice President and Secretary | ||||
| WACHOVIA BANK, N.A. | ||||
| By: | ||||
| Name: Title: |
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