Exhibit 10.55
October 25, 1999
Xxxxxx X. Xxxxxxxxx
Re: Amendment to Participation Agreement -
X.X. Xxxxxxxx Supplemental Executive Retirement Plan
Dear Andy:
You are a Participant in the X.X. Xxxxxxxx Supplemental Executive
Retirement Plan, as modified by the Participation Agreement between you and the
Company dated December 28, 1995 (the "Participation Agreement"). The
Participation Agreement currently provides that "[i]n the event of a Change of
Control (as defined in the RJR Nabisco Holdings Corp. Long Term Incentive Plan),
your benefits will be funded in a Rabbi Trust." As a result of the spinoff of
X.X. Xxxxxxxx Tobacco Holdings, Inc. from Nabisco Group Holdings Corp. on June
14, 1999, the definition of "Change of Control" should be amended to refer to a
Change of Control of X.X. Xxxxxxxx Tobacco Holdings, Inc.
Accordingly, the Participation Agreement hereby is amended by deleting
the fourth paragraph in its entirety and inserting in its place the following
language:
In the event of a Change of Control (as defined in the X.X.
Xxxxxxxx Tobacco Holdings, Inc. 1999 Long Term Incentive
Plan), your benefit will be funded in a Rabbi Trust. At the
earlier of (i) your normal Retirement Age or (ii) other
Retirement Date, an annuity will be Purchased from the Rabbi
Trust and delivered to you.
Please indicate your agreement to the terms of this Amendment by
signing this Amendment below and returning it to Xxx Xxxxxx. A copy will be
provided to you.
Very truly yours,
X.X. XXXXXXXX TOBACCO HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
------------------------------------------
Xxxxxx X. Xxxxxx, Xx.
Executive Vice President - Human Resources
Agreed as of this ____ day
of October, 1999.
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
