EXHIBIT 99b2
FIRST AMENDMENT TO
AMERICAN BRANDS, INC.
MASTER DEFINED CONTRIBUTION PLAN TRUST AGREEMENT
THIS AMENDMENT, made as of the first day of January, 1992, 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 has reserved to its Trusts Investment Committee (the
"Committee") the right to vote all proxies with respect to all securities held
in the Trust, except for proxies with respect to Common Stock of the Company
held in the American Stock Fund; and
WHEREAS, the Company desires to amend the Trust Agreement to reflect that
the Committee has the exclusive right to vote all proxies with respect to all
securities held in the Trust, except for proxies with respect to Common Stock of
the Company held in the American Stock 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 January 1, 1992, as follows:
1. Section 6.7 is hereby amended in its entirety as follows:
"6.7 To exercise or sell any subscription or conversion rights; to
consent to and join in or oppose any voting trusts, reorganizations,
consolidations, mergers, foreclosures and liquidations and in connection
therewith to deposit securities and accept and hold other property received
therefore; provided, however, that the Committee shall have the sole
authority to exercise the right to vote proxies with respect to any
corporate securities held in the Fund, except for proxies with respect to
American Common Stock held in the American Stock Fund."
2. Section 7.3 is hereby amended in its entirety as follows:
"7.3 The Trustee shall not make any investment review of, consider the
propriety of holding or selling, or vote other than as provided in 6.7, any
assets of the Fund allocated to a Separate Account in accordance with
Article FOUR, except that the limitation imposed upon the Trustee by this
paragraph shall not apply to any assets of the Fund loaned by the Trustee
pursuant to 4.6, and except, further, that if the Trustee shall not have
received contrary instructions from the Investment Advisor of a Separate
Account the Trustee shall invest for short-term purposes any cash of that
Separate Account in its custody in bonds, notes and other evidences of
indebtedness having a maturity date not beyond five years from the date of
purchase, United States Treasury Bills, commercial paper, banker's
acceptances and certificates of deposit, undivided interests or
participations therein and (if subject to withdrawal on a daily or weekly
basis) participations in common or collective funds composed thereof and
regulated investment companies."
3. Section 7.8 is hereby added as follows:
"7.8 The Committee shall have the sole authority to exercise the right
to vote all proxies with respect to all securities held in the Fund, except
for proxies with respect to American Common Stock held in the American
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 X. Xxxxxx
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Secretary
(CORPORATE SEAL)
ATTEST: THE NORTHERN TRUST COMPANY
M. Short By Xxxx X. Xxxxxx
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Assistant Secretary Vice President
(CORPORATE SEAL)
STATE OF CONNECTICUT )
: ss.: Old Greenwich
COUNTY OF FAIRFIELD )
On the 1st day of November, 1991, before me personally came Xxxxxx Xxxxxx
to me known who being by me duly sworn, did depose and say that he resides at 00
Xxxx Xxxx, Xxxxxxxxx, XX, that he is the Executive Vice President and Chief
Financial Officer 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. Xxxx
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Notary Public
STATE OF ILLINOIS )
: ss.:
COUNTY OF XXXX )
On the 4th day of December, 1991, before me personally came Xxxx X. Xxxxxx
to me known who being by me duly sworn, did depose and say that she resides at
00 X. XxXxxxx - Xxxxxxx XX, that she is the Vice President of THE NORTHERN TRUST
COMPANY, the banking institution described in and which executed the foregoing
instrument; that she 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 she signed her name thereto
by like order.
Vita Xxxx Xxx
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Notary Public
