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EXHIBIT 10.3
AMENDMENT TO THE PBGC - RJR NABISCO HOLDINGS CORP. - X. X. XXXXXXXX
TOBACCO COMPANY AGREEMENT EFFECTIVE AS OF MAY 20, 1999
THIS AMENDMENT to the Agreement by and among the Pension Benefit
Guaranty Corporation, RJR Nabisco Holdings Corp. and X. X. Xxxxxxxx Tobacco
Company is made and entered into by and between the Pension Benefit Guaranty
Corporation, X. X. Xxxxxxxx Tobacco Holdings, Inc., and X. X. Xxxxxxxx Tobacco
Company, and is effective as of June 14, 1999.
WITNESSETH
WHEREAS, effective May 20, 1999, the Pension Benefit Guaranty Corporation
("PBGC"), RJR Nabisco Holdings Corp. and X. X. Xxxxxxxx Tobacco Company entered
into an Agreement ("Agreement"); and
WHEREAS, under the Agreement, X. X. Xxxxxxxx Tobacco Company, abbreviated "RJR,"
is the sponsor of the Retirement Plan for Employees of RJR Nabisco, Inc.,
abbreviated as "Plan," and is the party that is charged with performing many of
the obligations required by the Agreement; and
WHEREAS, under section III of the Agreement, X. X. Xxxxxxxx Tobacco Company is
the party obligated to make certain "Required Contributions" to the Plan; and
WHEREAS, under section V of the Agreement, X. X. Xxxxxxxx Tobacco Company is the
party obligated to maintain the Required Credit Balance in the Plan; and
WHEREAS, under section VI of the Agreement, X. X. Xxxxxxxx Tobacco Company must
provide an irrevocable Letter of Credit to the PBGC; and
WHEREAS, under section VII of the Agreement, PBGC is obligated to return certain
escrowed amounts to X. X. Xxxxxxxx Tobacco Company under certain conditions; and
WHEREAS, under section VIII of the Agreement, the expiration of the Agreement
can be based, inter alia, on X. X. Xxxxxxxx Tobacco Company demonstrating to
PBGC that it has satisfied certain criteria; and
WHEREAS, under section IX of the Agreement, X. X. Xxxxxxxx Tobacco Company must
provide certain enumerated notices and information to PBGC's Corporate Finance
and Negotiations Department; and
WHEREAS, by amendment to the Plan effective June 14, 1999, X.X. Xxxxxxxx Tobacco
Holdings, Inc. replaced X. X. Xxxxxxxx Tobacco Company, Inc. as sponsor of the
Plan, which was renamed the X. X. Xxxxxxxx Retirement Plan; and
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WHEREAS, X.X. Xxxxxxxx Tobacco Holdings, Inc. is now the party that is obligated
to meet all of the obligations of the Agreement that had to be met by X. X.
Xxxxxxxx Tobacco Company, including providing an irrevocable Letter of Credit to
PBGC and making Required Contributions to the Plan;
NOW THEREFORE, X.X. Xxxxxxxx Tobacco Holdings, Inc., X. X. Xxxxxxxx Tobacco
Company, and PBGC agree to the following:
1. The Agreement is amended to substitute X.X. Xxxxxxxx Tobacco Holdings, Inc.
for X. X. Xxxxxxxx Tobacco Company each and every time it is used anywhere in
sections II through X of the Agreement and all attachments thereto; and
2. The use of the abbreviation "RJR" in the Agreement and all attachments
thereto shall refer to X.X. Xxxxxxxx Tobacco Holdings, Inc.; and
3. Section I of the Agreement, "Definitions," is amended to substitute X. X.
Xxxxxxxx Retirement Plan for the definition of "Plan," and to add a new
definition as follows: "X.X. Xxxxxxxx Tobacco Holdings, Inc." shall mean X.X.
Xxxxxxxx Tobacco Holdings, Inc., a Delaware corporation.
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4. Except as the Agreement is modified by this Amendment, the Agreement remains
unchanged and in full force and effect, and the parties hereby ratify and affirm
the Agreement as modified hereby.
IN WITNESS WHEREOF, the parties have signed and agreed as of the date first
written above.
PENSION BENEFIT GUARANTY CORPORATION
DATE: 5/11/00 By: /s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx, Chief Negotiator and Director
Corporate Finance and Negotiations Department
X. X. XXXXXXXX TOBACCO HOLDINGS, INC.
DATE: 5/15/00 By: /s/ XxXxxx X. Xxxxx, XX
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XxXxxx X. Xxxxx, III
Vice President, Deputy General Counsel and Secretary
DATE: 5/15/00 By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Executive Vice President and Chief Financial Officer