SECOND AMENDMENT TO
AMERICAN BRANDS, INC.
MASTER DEFINED CONTRIBUTION PLAN TRUST AGREEMENT
THIS AMENDMENT, made as of the first day of March, 1993, by and between
AMERICAN BRANDS, INC., a corporation organized under the laws of the State of
Delaware (the "Company") and THE NORTHERN TRUST COMPANY, an Illinois corporation
of Chicago, Illinois (the "Trustee") to the Trust Agreement made as of the first
day of January, 1992 (the "Trust Agreement") establishing the AMERICAN BRANDS,
INC. MASTER DEFINED CONTRIBUTION PLAN TRUST (the "Trust")
W I T N E S S E T H :
WHEREAS, the Company and the Trustee have heretofore established the Trust
for the purpose of the collective investment of assets of defined contribution
employee pension benefit plans adopted by the Company and certain of the
Company's subsidiaries for the benefit of certain employees thereof; and
WHEREAS, the Company desires to amend the Trust Agreement to permit (i)
instructions to be given to the Trustee by electronic transmission as well as in
writing and (ii) the administrators of each Separate Plan to direct the Trustee
regarding disbursements from the Frozen GIC Fund;
NOW, THEREFORE, the Company and the Trustee do hereby declare and agree
with each other that the Trust Agreement be and it is hereby amended, effective
as of March 1, 1993, as follows:
1. Article III is hereby amended by changing the first paragraph thereof in
its entirety as follows:
"The Trustee shall make distributions from the Fund in cash or
in kind to such persons, in such amounts, at such times and in such
manner as the administrator of each Separate Plan shall from time to
time direct in writing or by electronic transmission, or the
administrator of a Separate Plan may, after written notice to the
Trustee of its assumption of the responsibility, make the distributions
from the Fund through a commercial banking account held in the name of
this Trust in a federally insured banking institution (including the
Trustee) which is used exclusively for that purpose and to which the
Trustee shall make such deposits from the Fund as the administrator of
the Separate Plan may from time to time direct in writing or by
electronic transmission, except that the Trustee may reserve such
reasonable amount as the Trustee shall deem necessary to pay any income
or death taxes attributable to a distribution or may require such
release from a taxing authority or such indemnification from the
distributee as the Trustee shall deem necessary for the protection of
the Trustee. The Trustee shall have no responsibility to ascertain
whether any direction received by the Trustee from the administrator of
a Separate Plan in accordance with the preceding sentence is proper and
in compliance with the terms of the Separate Plan or to see to the
application of any distribution or, with respect to deposits made to a
commercial banking account, to account for funds retained therein or
disbursed by the administrator of the Separate Plan or to prepare any
informational returns for tax purposes as to distributions made
therefrom."
2. Section 5.6 is hereby amended in its entirety as follows:
"5.6 Frozen GIC Fund. The Frozen GIC Fund shall comprise such
guaranteed interest contracts with insurance carriers which have been
transferred from the predecessor trustees. No new contributions or
transfers to the Frozen GIC Fund may be made by a Separate Plan. The
Trustee shall have no investment responsibility for such contracts. The
Trustee shall make distributions from the Frozen GIC Fund at such times
and in such manner as the administrator of a Separate Plan may direct
in accordance with Article III. Upon maturity of a guaranteed interest
contract held in the Frozen GIC Fund, the administrator of the Separate
Plan to which such contract is attributable shall direct the Trustee to
transfer the proceeds thereof to another Fund. The Trustee shall act in
all other respects regarding such guaranteed interest contracts only as
directed by the Committee. In the absence of directions from the
administrator of a Separate Plan or the Committee, the Trustee shall
have no power, duty or authority to invest the Frozen GIC Fund or to
take any action with respect to any guaranteed interest contracts in
the Frozen GIC Fund."
IN WITNESS WHEREOF, this instrument has been executed as of the day and
year first above written.
ATTEST: AMERICAN BRANDS, INC.
Xxxxx X. Xxxxxxx, Xx. By Xxxxxxx X. Xxxxxxx, XX
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Secretary Senior Vice President
and General Counsel
(CORPORATE SEAL)
ATTEST: THE NORTHERN TRUST COMPANY
Xxxxx X. Xxxxx By Xxxxx X. Xxxxxxxx
---------------------- -----------------------
Assistant Secretary Vice President
(CORPORATE SEAL)
STATE OF CONNECTICUT )
: ss.: Xxx Xxxxxxxxx 0/00/00
XXXXXX XX XXXXXXXXX )
On the 19th day of April, 1995, before me personally came Xxxxxxx X.
Xxxxxxx, XX to me known who being by me duly sworn, did depose and say that he
resides at 00 Xxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000, that he is the Sr. Vice
President and General Counsel of AMERICAN BRANDS, INC., the corporation
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said
corporation, and that he signed his name thereto by like order.
Xxxx X. Xxxxxx
----------------------
Notary Public
STATE OF ILLINOIS )
: ss.:
COUNTY OF XXXX )
On the 24 day of April, 1995, before me personally came Xxxxx X. Xxxxxxxx
to me known who being by me duly sworn, did depose and say that he resides at ,
that he is the Vice President of THE NORTHERN TRUST COMPANY, the banking
institution described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by order of the Board of Directors
of said corporation, and that he signed his name thereto by like order.
Xxxxx X. Xxxxx
----------------------
Notary Public
