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EXHIBIT 10.11
AMENDMENT NO. 1
TO THE
X. X. XXXXXXXX TOBACCO COMPANY
DEFINED BENEFIT MASTER TRUST AGREEMENT
THIS AMENDMENT NO. 1 to the amended and restated X. X. Xxxxxxxx
Tobacco Company Defined Benefit Master Trust Agreement dated June 14, 1999 (the
"Master Trust Agreement") between X. X. Xxxxxxxx Tobacco Company ("RJRT") and
The Chase Manhattan Bank, N.A., is made and entered into this 1st day of
November, 1999, by the RJR Pension Investment Committee, with the consent of
The Chase Manhattan Bank, N.A., as trustee (the "Trustee"), RJRT, and X.X.
Xxxxxxxx Tobacco Holdings, Inc.;
W I T N E S S E T H:
WHEREAS, the Master Trust Agreement was entered into between The Chase
Manhattan Bank and RJRT to reflect the spinoff by RJR Nabisco Holdings Corp. of
RJR Nabisco, Inc., as of June 14, 1999; and
WHEREAS, RJRT and its parent company, X.X. Xxxxxxxx Tobacco Holdings,
Inc. (the "Company"), which was formerly called RJR Nabisco, Inc., desire to
reflect a change in plan sponsorship and in the designated party to the Master
Trust Agreement from RJRT to the Company; and
WHEREAS, pursuant to Section 22 of the Master Trust Agreement, the
Board of Directors of the Company, or the RJR Pension Investment Committee
acting on its behalf, has the authority to amend the Master Trust Agreement by
notice to the Trustee;
NOW, THEREFORE, the Master Trust Agreement is hereby amended as
follows effective as of June 14, 1999:
1.
X.X. Xxxxxxxx Tobacco Holdings, Inc. is substituted in the place of
RJRT as a party to the Master Trust Agreement and in each provision thereof
referring to RJRT or the "Company," including, without limitation, in Section
1(i).
2.
X. X. Xxxxxxxx Tobacco Company remains subject to the Master Trust
Agreement as an affiliated company of X.X. Xxxxxxxx Tobacco Holdings, Inc.,
and, as appropriate, as a plan sponsor of one or more plans subject to the
Master Trust Agreement.
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3.
The name of the Master Trust Agreement is changed to "X. X. Xxxxxxxx
Defined Benefit Master Trust Agreement".
4.
Schedule A of the Master Trust Agreement, which names the plans
participating in the master trust, is amended to reflect the change in the name
of the Retirement Plan for Employees of X. X. Xxxxxxxx Tobacco Company to "X.
X. Xxxxxxxx Retirement Plan".
5.
Except as provided herein, the provisions of the Master Trust
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 1
to be executed by their duly authorized corporate officers as of the day and
year first written above.
RJR PENSION INVESTMENT COMMITTEE
By: /s/ Xxxxxxx X. Xxxxxxxx
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Title: EVP/CFO
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ACCEPTED: ACCEPTED:
TRUSTEE:
X.X. XXXXXXXX TOBACCO
HOLDINGS, INC. THE CHASE MANHATTAN BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Title: EVP & General Counsel Title: Vice President
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ACCEPTED:
X. X. XXXXXXXX TOBACCO COMPANY
By: /s/ Xxxxxxx X. Xxxxx
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Title: EVP & General Counsel
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