EXHIBIT 10i1
FORTUNE BRANDS, INC.
TRUST AGREEMENT
THIS AGREEMENT, made as of the______day of______,______,______among_______
______, FORTUNE BRANDS, INC., a Delaware corporation (the "Company"), and THE
CHASE MANHATTAN BANK, a New York banking corporation (the "Trustee").
W I T N E S S E T H :
WHEREAS, the Company has offered full-time employment to______(the
"Executive") with assurance of receiving benefits pursuant to the terms of the
Company's Supplemental Plan (including the supplemental profit-sharing
provisions therein) as well as pension benefits under the Severance Agreement
between the Company and the Executive dated as of______,______(the "Severance
Agreement"), the Compensation Agreement between the Company and the Executive
dated as of______,______(the "Compensation Agreement") and any other agreements
or arrangements for the payment of additional pension or other deferred
compensation benefits to or on behalf of the Executive (the Supplemental Plan,
the Severance Agreement, the Compensation Agreement and such other agreements
or arrangements are herein collectively referred to as the "Plan"); and
WHEREAS, the Company has induced the Executive to join its full-time
employ by establishing with the Trustee a trust for the Executive in order to
provide a source of payment of the benefits payable to the Executive under the
terms of the Plan;
NOW, THEREFORE, in consideration of the premises and mutual and
independent promises herein, the parties hereto covenant and agree as follows:
ARTICLE I
1.1 The Executive and the Company hereby establish with the Trustee a
Trust consisting of such sums of money and such property acceptable to the
Trustee as shall from time to time be paid or delivered to the Trustee by the
Company and the earnings and profits thereon. All such money and property, all
investments made therewith and proceeds thereof, less the payments or other
distributions which, at the time of reference, shall have been made by the
Trustee, as authorized herein, are referred to herein as the "Fund" and shall
be held by the Trustee, IN TRUST, in accordance with the provisions of this
Agreement. The Trust shall be solely for the purpose of providing benefits
under the Plan with respect to the Executive, and neither the Company nor any
creditors of the Company shall have any interest in the Fund.
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1.2 The Trustee shall hold, manage, invest and otherwise administer the
Fund pursuant to the terms of this Agreement. The Trustee shall be responsible
only for contributions actually received by it hereunder and shall have no
responsibility for the correctness of the amount thereof. Upon the
establishment of this Trust, and from time to time thereafter, the Company may
contribute to the Trust, unless otherwise directed by the Executive to make
such contributions to a segregated account established with the Trustee or
other bank, trust company or other financial institution by or for the benefit
of the Executive pursuant to the Plan ("Segregated Account"), such amount in
cash as the Company shall determine to be appropriate to provide a source of
the payments required under the terms of the Plan. Prior to the making of any
contribution to the Trust, the Company shall have approved the establishment of
a Segregated Account of the Executive, the terms and provisions thereof, and
the bank, trust company or other financial institution with which such
Segregated Account may be established. The initial contribution by the Company
shall be in an amount approximately equal to the present value of the after tax
equivalent of the aggregate maximum benefits that would be due to the Executive
as of such date under the retirement and profit-sharing provisions of the Plan,
or such lesser amount as the Company shall determine. The Company will
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make additional annual contributions to the Trust or Segregated Account in
amounts such that the amount of the Fund, together with the amount in the
Executive's Segregated Account, at such time will be approximately equal to the
present value of the after tax equivalent of the Executive's accrued benefits
under the Plan at that time, or in such lesser amounts as the Company shall
determine. The Company also may make a final contribution to the Trust as
promptly as practicable after the Executive's termination of employment in an
amount such that the amount of the Fund, together with the amount, if any, in
the Executive's Segregated Account will be equal to (i) the sum of the present
value of the after tax equivalent of (x) the Executive's benefit under the
supplemental retirement provisions of the Plan or, if the termination of
employment is by reason of the death of the Executive, the Executive's benefit
under the supplemental retirement provisions of the Plan immediately prior to
his death, (y) the Executive's supplemental profit-sharing benefit under the
Plan and (z) any other benefits payable to the Executive, reduced by (ii) the
amounts of any actual withdrawals from the Fund or from the Executive's
Segregated Account by the Executive as provided in Section 2.4 plus the income
which would have been earned on such withdrawn amounts from the time of
withdrawal to the time of the Executive's termination of employment, assuming
earnings
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at an interest rate equal to the after tax equivalent of the average monthly
yield on ten year coupon U.S. Treasury bonds (as published by the Federal
Reserve) for the month of termination of Qualifying Employment and the prior
five months.
1.3 The Company shall certify to the Trustee and the Executive at the
time of each contribution to the Fund the amount of such contribution being made
in respect of the Executive's supplemental retirement benefit under the Plan,
the amount being made in respect of the Executive's supplemental profit-sharing
benefit, and other benefits, under the Plan. The Fund shall be revalued by the
Trustee quarterly as of the last business day of each March, June, September
and December, or at such other times as agreed to by the Company and the
Trustee, at current market values, as determined by the Trustee, which shall
deliver as soon as practicable a copy of such quarterly valuation to the
Company and the Executive.
ARTICLE II
2.1 The Company shall act as Administrator of the Trust. Except for the
records dealing solely with the Fund and its investment, which shall be
maintained by the Trustee, the Company as Administrator shall maintain all the
Executive's records contemplated by this Agreement, including records of
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the Executive's compensation and benefits from the Company, the amount of his
benefits accrued under the Plan, the Company's contributions to the Fund,
withdrawals from the Fund as provided in Section 2.4 or from the Executive's
Segregated Account, the Executive's beneficiary designation and such other
records as may be necessary for determining the amount payable to the Executive
or his Surviving Spouse or other beneficiary under the Plan. All such records
shall be made available promptly upon the request of the Executive. In the
event that the Executive's Segregated Account is not maintained with the
Trustee, the Company shall give written notice to the Trustee as to the
identity of the bank, trust company or other financial institution with which
the Segregated Account is maintained. In such case, the Company also shall give
notice to the Trustee in the event of a withdrawal by the Executive of any or
all of the funds in his Segregated Account. The Company shall give written
notice to the Trustee of the Executive's termination of employment, and as to
whether such termination is by reason of the death of the Executive. The
Company as Administrator shall also prepare and distribute the Executive's
annual estimated benefit statements specified in Section 2.2 and shall perform
such other duties and responsibilities in connection with the administration of
the Trust as the Company
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or the Trustee determines is necessary or advisable to achieve the objectives
of this Agreement.
2.2 The Company as Administrator shall prepare an annual estimated
benefits statement in respect of the Executive and shall furnish a copy of same
to the Executive by no later than May 15 of each year.
2.3 The Company shall have full responsibility for the proper remittance
of all withholding taxes on contributions by the Company to the Trust to the
appropriate taxing authority and shall furnish the Executive with the
appropriate tax information form reporting the amounts of such contributions
and any withholding taxes. The Trustee shall have the responsibility for the
preparation and filing with the appropriate taxing authorities of all tax
returns required to be filed for the Trust.
2.4 Subject to the next to the last sentence of Section 5.2, the
Executive may withdraw all or any portion of the Fund, in cash or, to the
extent practicable, in kind at any time upon written notice of not less than
sixty (60) days to the Company and the Trustee. Prior to any such withdrawal,
the Trustee shall notify the Company in writing of such withdrawal and the
amount thereof. In the event of any withdrawal by the
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Executive from his Segregated Account, the Company shall promptly notify the
Trustee in writing of such withdrawal and the amount thereof.
2.5 The Executive may elect to transfer all or any portion of the Fund to
his Segregated Account, in cash or, to the extent practicable, in kind, at any
time upon written notice of not less than sixty (60) days to the Company and
the Trustee and the financial institution with which the Segregated Account is
established. The Executive also may elect to transfer funds, in cash, from his
Segregated Account to the Trust upon written notice of not less than sixty (60)
days to the Company and the Trustee, and funds so transferred shall be held by
the Trustee as part of the Fund.
2.6 The Executive may designate a beneficiary to receive all or any
portion of the Fund in the event of his death. Such designation shall be in
writing filed with the Company as Administrator on a form approved by it and
signed by the Executive. The Company shall promptly notify the Trustee of any
such beneficiary designation and any changes therein.
ARTICLE III
3.1 After the execution of this Agreement, the Company shall promptly
file with the Trustee a certified list
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of the names and specimen signatures of the officers of the Company and any
delegate authorized to act for it. The Company shall promptly notify the
Trustee of the addition or deletion of any person's name to or from such list,
respectively. Until receipt by the Trustee of notice that any person is no
longer authorized so to act, the Trustee may continue to rely on the authority
of the person. All certifications, notices and directions by any such person or
persons to the Trustee shall be in writing signed by such person or persons.
The Trustee may rely on any such certification, notice or direction purporting
to have been signed by or on behalf of such person or persons that the Trustee
believes to have been signed thereby. The Trustee may rely on any
certification, notice or direction of the Company that the Trustee believes to
have been signed by a duly authorized officer or agent of the Company. The
Trustee shall have no responsibility for acting or not acting in reliance upon
any notification believed by the Trustee to have been so signed by a duly
authorized officer or agent of the Company. The Company shall be responsible
for keeping accurate books and records with respect to the Executive, his
compensation and his rights and interests in the Fund under the Plan.
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3.2 The Company shall indemnify and hold harmless the Trustee for any
liability or expenses, including without limitation advances for or prompt
reimbursement of reasonable fees and expenses of counsel and other agents
retained by it, incurred by the Trustee with respect to holding, managing,
investing or otherwise administering the Fund, other than by reason of its
negligence or willful misconduct.
ARTICLE IV
4.1 The Trustee shall not be liable in discharging its duties hereunder,
including without limitation its duty to invest and reinvest the Fund, if it
acts in good faith and in accordance with the terms of this Agreement
including, without limitation, the making of any investment directed by the
Executive, the Company or an investment manager other than the Trustee, and any
applicable federal or state laws, rules or regulations.
4.2 The Trustee is hereby appointed as the investment manager of the
Fund. In the event that the Trustee cannot serve as investment manager of the
Fund, the Trustee shall then select Pacific Investment Management Company as
investment manager; provided that if Pacific Investment Management Company is
unwilling or unable to act as investment manager, the Trustee shall select
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X.X. Xxxxxx Investment Management Inc. as investment manager. The investment
manager shall invest the assets of the Fund separately as to amounts
representing the Executive's supplemental retirement benefit and any other
benefits under the Plan and amounts representing the Executive's supplemental
profit-sharing benefit.
Supplemental retirement benefit amounts shall be invested solely in the
Vista Select Bond Fund to the extent practicable and otherwise in the Chase
Manhattan Personal Trust Market Rate Account. As soon as practicable after the
Executive's 60th birthday, at the direction of the Company, the investment
manager shall cause one-half of the amounts held in the Vista Select Bond Fund
attributable to supplemental retirement benefits, and as soon as practicable
after the Executive's 63rd birthday, at the direction of the Company, the
investment manager shall cause the remainder of the amounts held in the Vista
Select Bond Fund attributable to supplemental retirement benefits, to be
invested solely in the Chase Manhattan Personal Trust Market Rate Account,
provided that supplemental retirement benefit amounts shall not be transferred
from the Vista Select Bond Fund to the Chase Manhattan Personal Trust Market
Rate Account after the Executive's 60th birthday or the Executive's 63rd
birthday if the amount held in the Vista Select Bond Fund attributable to
supplemental retirement benefits is in a "loss position". The
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amount held in the Vista Select Bond Fund attributable to supplemental
retirement benefits shall be in a "loss position" on the Executive's 60th
birthday if the current market value thereof at the Executive's 60th birthday
is less than 95% of the actuarial present value of the Executive's supplemental
retirement benefit calculated as of the end of the prior calendar year. The
amount held in the Vista Select Bond Fund attributable to supplemental
retirement benefits shall be in a "loss position" on the Executive's 63rd
birthday if the current market value thereof at the Executive's 63rd birthday
is less than 50% of 95% of the actuarial present value of the Executive's
supplemental retirement benefit calculated as of the end of the prior calendar
year. The Company shall notify the Trustee promptly after the end of each
calendar year of the actuarial present value of the Executive's supplemental
retirement benefit. In the event that transfers cannot be made as soon as
practicable after the Executive's 60th or 63rd birthday because the amount held
in the Vista Select Bond Fund attributable to supplemental retirement benefits
is then in a "loss position", the amounts attributable to supplemental
retirement benefits shall be transferred as soon as practicable after such Fund
is no longer in such "loss position".
Supplemental profit-sharing benefit amounts shall be invested in one or
more of the (i) Vista Balanced Fund, (ii)
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Chase Manhattan Personal Trust Market Rate Account, (iii) Dodge & Xxx Stock
Fund, (iv) MFS Institutional Emerging Equities Fund, (v) Vanguard International
Growth Portfolio or (vi) PIMCO Total Return Fund, in such portions as are
elected by the Executive by written election filed with the Company and
notified to the Trustee by the Company, all to the extent practicable and
otherwise in the Chase Manhattan Personal Trust Market Rate Account, and all
without liability of the Trustee for such election. The Executive may change
such election at any time by filing a new written election with the Company,
which shall promptly notify the Trustee thereof, and all without liability of
the Trustee for such new election. Subject to such investment restrictions, the
Trustee shall have the power and right:
(a) To receive and hold all contributions made to it by the Company;
(b) To participate in and use a book-entry system for the deposit
and transfer of securities;
(c) To sell or exchange any property held by it at public or private
sale, for cash or on credit, to grant and exercise options for the purchase
or exchange thereof, to exercise all conversion or subscription rights
pertaining to any such property and to enter into any
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covenant or agreement to purchase any property in the future;
(d) To participate in any plan of reorganization, consolidation,
merger, combination, liquidation or other similar plan relating to
property held by it and to consent to or oppose any such plan or any
action thereunder or any contract, lease, mortgage, purchase, sale or
other action by any person;
(e) To deposit any property held by it with any protective,
reorganization or similar committee, to delegate discretionary power
thereto, and to pay part of the expenses and compensation thereof and any
assessments levied with respect to any such property so deposited;
(f) To extend the time of payment of any obligation held by it;
(g) To hold uninvested any moneys received by it, without liability
for interest thereon, until such moneys shall be invested, reinvested or
disbursed;
(h) To exercise all voting or other rights with respect to any
property held by it and to grant proxies, discretionary or otherwise;
(i) For the purposes of the Trust, to borrow money from others,
including The Chase Manhattan Bank, to issue
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its promissory note or notes therefor, and to secure the repayment thereof
by pledging any property held by it;
(j) To furnish the Company and the Executive with such information
as may be needed for tax or other purposes;
(k) To employ suitable agents and counsel, who may be counsel to
the Company or the Trustee, and to pay their reasonable expenses and
compensation from the Fund to the extent not paid by the Company;
(l) To cause any property held by it to be registered and held in
the name of one or more nominees, with or without the addition of words
indicating that such securities are held in a fiduciary capacity, and to
hold securities in bearer form;
(m) To settle, compromise or submit to arbitration any claims,
debts or damages due or owing to or from the Trust, respectively, to
commence or defend suits or legal proceedings to protect any interest of
the Trust, and to represent the Trust in all suits or legal proceedings in
any court or before any other body or tribunal; provided, however, that
the Trustee shall not be required to take any such action unless it shall
have been indemnified by the Company to its reasonable satisfaction
against liability or expenses it might incur therefrom;
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(n) To organize under the laws of any state a corporation or trust
for the purpose of acquiring and holding title to any property which it is
authorized to acquire hereunder and to exercise with respect thereto any
or all of the powers set forth herein; and
(o) Generally, to do all acts, whether or not expressly authorized,
that the Trustee may deem necessary or desirable for the protection of the
Fund.
4.3 No person dealing with the Trustee shall be under any obligation to
see to the proper application of any money paid or property delivered to the
Trustee or to inquire into the Trustee's authority as to any transaction.
4.4 The Trustee shall distribute cash or other assets from the Fund in
accordance with Articles II and VIII hereof.
The Trustee may make any distribution required hereunder by mailing its
check for the specified amount or, if distribution is to be made in kind, by
making other appropriate distribution, to the person to whom such distribution
or payment is to be made, at such address as may be specified pursuant to
Section 10.5, or if no such address shall have been so furnished, to such
person in care of the Company, or (if so directed by the recipient) by
crediting the account of such
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person or by transferring funds to such person's account by bank or wire
transfer.
4.5 If at any time there is no person authorized to act under this
Agreement on behalf of the Company, the Board of Directors of the Company or
its Executive Committee or Compensation and Stock Option Committee shall have
the authority to act hereunder.
ARTICLE V
5.1 The Executive, or in the event of the Executive's death the
Executive's personal representative, shall be responsible for the payment of
any federal, state or local taxes on the Fund, or any part thereof, and on the
income therefrom, subject to the Company's obligation under the Plan to
reimburse the Executive in respect of such taxes.
5.2 For all periods prior to the Executive's termination of employment,
and for a period of sixty (60) days thereafter and for any further period as
may be authorized by the Company, the Company shall pay to the Trustee its
reasonable expenses for the management and administration of the Fund,
including without limitation advances for or prompt reimbursement of reasonable
expenses of counsel and other agents employed by the Trustee, and reasonable
compensation for
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its services as Trustee hereunder, the amount of which shall be agreed upon
from time to time by the Company and the Trustee in writing; provided, however,
that if the Trustee forwards an amended fee schedule to the Company requesting
its agreement thereto and the Company fails to object thereto within thirty
(30) days of its receipt, the amended fee schedule shall be deemed to be agreed
upon by the Company and the Trustee. Such expenses and compensation shall be a
charge on the Fund and shall constitute a lien in favor of the Trustee until
paid by the Company. The Company and the Executive acknowledge that the
Trustee, or an affiliate thereof, will, in addition to the compensation
provided by this Article 5.2, receive compensation with regard to the
administration and investment of certain funds referred to in Article 4.2
hereof, and the Company and the Executive agree that the Trustee, or any
affiliate thereof, shall receive such compensation in addition to the
compensation provided by this Article 5.2.
ARTICLE VI
6.1 The Trustee shall maintain records with respect to the Fund that show
all its receipts and disbursements hereunder. The records of the Trustee with
respect to the Fund shall be open to inspection by the Company or its
representatives and by the Executive at all reasonable times
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during normal business hours of the Trustee and may be audited not more
frequently than once each fiscal year by an independent certified public
accountant engaged by the Company; provided, however, the Trustee shall be
entitled to additional compensation from the Company in respect of audits or
auditors' requests which the Trustee determines to exceed the ordinary course
of the usual scope of such examinations of its records.
6.2 Within a reasonable time after the close of each fiscal year of the
Company (or, in the Trustee's discretion, at more frequent intervals), or of
any termination of the duties of the Trustee hereunder, the Trustee shall
prepare and deliver to the Company and the Executive a statement of
transactions reflecting its acts and transactions as Trustee during such fiscal
year, portion thereof or during such period from the close of the last fiscal
year or last statement period to the termination of the Trustee's duties,
respectively, including a statement of the then current value of the Fund. Any
such statement shall be deemed an account stated and accepted and approved by
the Company and the Executive, and the Trustee shall be relieved and
discharged, as if such account had been settled and allowed by a judgment or
decree of a court of competent jurisdiction, unless protested by written notice
to
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the Trustee within sixty (60) days of receipt thereof by the Company or the
Executive.
The Trustee shall have the right to apply at any time to a court of
competent jurisdiction for judicial settlement of any account of the Trustee
not previously settled as herein provided or for the determination of any
question of construction or for instructions. In any such action or proceeding
it shall be necessary to join as parties only the Trustee, the Company and the
Executive (although the Trustee may also join such other parties as it may deem
appropriate), and any judgment or decree entered therein shall be conclusive.
ARTICLE VII
7.1 The Trustee may resign at any time by delivering written notice
thereof to the Company and the Executive; provided, however, that no such
resignation shall take effect until the earlier of (i) sixty (60) days from the
date of delivery of such notice to the Company and the Executive or (ii) the
appointment of a successor trustee.
7.2 The Trustee may be removed at any time by the Company, pursuant to a
resolution of the Board of Directors of the Company or its Executive Committee
or Compensation and Stock Option Committee, upon delivery to the Trustee of a
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certified copy of such resolution and sixty (60) days' written notice to the
Trustee and the Executive of (i) such removal and (ii) the appointment of a
successor trustee, unless such notice period is waived in whole or in part by
the Trustee and the Executive.
7.3 Upon the resignation or removal of the Trustee, a successor trustee
shall be appointed by the Company. Such successor trustee shall be a bank or
trust company established under the laws of the United States or a state within
the United States and having either total assets of at least $15 billion or
trust assets of at least $25 billion. Such appointment shall take effect upon
the delivery to the Trustee and the Executive of (a) a written appointment of
such successor trustee, duly executed, by the Company and (b) a written
acceptance by such successor trustee, duly executed thereby. Any successor
trustee shall have all the rights, powers and duties granted the Trustee
hereunder.
7.4 If, within sixty (60) days of the delivery of the Trustee's written
notice of resignation, a successor trustee shall not have been appointed, the
Trustee shall apply to any court of competent jurisdiction for the appointment
of a successor trustee.
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7.5 Upon the resignation or removal of the Trustee and the appointment of
a successor trustee, and after the acceptance and approval of its account, the
Trustee shall transfer and deliver the Fund to such successor trustee. Under no
circumstances shall the Trustee transfer or deliver the Fund to any successor
trustee which is not a bank or trust company having either total assets of at
least $15 billion or trust assets of at least $25 billion.
ARTICLE VIII
8.1 The Trust shall terminate upon the expiration of sixty (60) days
following the Executive's termination of employment (by retirement or
otherwise), unless the Trustee and the Executive agree to continue the Trust
thereafter upon such terms as they may agree, but in the event of such
continuation the Company shall have no further obligations under this Agreement
with respect to matters relating to such continuation, including expenses and
compensation of the Trustee, as provided in Section 5.2, and indemnification of
the Trustee as provided in Section 3.2.
8.2 Upon the termination of the Trust by reason of the death of the
Executive, or by reason of the Executive's termination of employment other than
by death if the Trust has
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not been continued by agreement between the Trustee and the Executive, the
Trustee shall distribute the Fund as directed by the Executive or, in the
absence of such direction, shall distribute all of the Fund to the Executive's
Segregated Account, if any, or if there is no such Segregated Account to the
Executive, or in the event of the Executive's death his personal
representative, after deducting therefrom any amounts owing to the Trustee
under this Agreement which have not been paid by the Company. Upon any
termination of the Trust in accordance with Article VIII, the Trustee shall,
after the acceptance and approval of its account, be relieved and discharged.
The powers of the Trustee, including the right to receive compensation for
services and payment of expenses, as provided in Section 5.2, shall continue as
long as any part of the Fund remains in its possession.
ARTICLE IX
9.1 This Agreement may be amended, in whole or in part, at any time and
from time to time, by the Company with the written consent of the Executive and
the Trustee. Any such amendment by the Company shall be pursuant to a
resolution of the Board of Directors of the Company or its Executive Committee
or Compensation and Stock Option Committee by delivery to the Trustee of a
certified copy of such resolution
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and a written instrument duly executed and acknowledged by the Company and the
Executive in the same form as this Agreement.
ARTICLE X
10.1 This Agreement shall be construed and interpreted under, and the
Trust hereby created shall be governed by, the laws of the State of New York
insofar as such laws do not contravene any applicable federal laws, rules or
regulations.
10.2 Neither the gender nor the number (singular or plural) of any word
shall be construed to exclude another gender or number when a different gender
or number would be appropriate.
10.3 This Agreement shall be binding upon and inure to the benefit of the
Executive, his estate, personal representative, beneficiary, heirs and assigns.
This Agreement also shall be binding upon and inure to the benefit of any
successor to the Company or its business as the result of merger,
consolidation, reorganization, transfer of assets or otherwise and any
subsequent successor thereto. In the event of any such merger, consolidation,
reorganization, transfer of assets or other similar transaction, the successor
to the Company or its business or any subsequent successor thereto
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shall promptly notify the Trustee in writing of its successorship and furnish
the Trustee with the information specified in Section 3.1 of this Agreement. In
no event shall any such transaction described herein suspend or delay the
rights of the Executive to receive benefits hereunder.
10.4 This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which shall together
constitute only one Agreement.
10.5 All notices and other communications provided for in this Agreement
shall be in writing and shall be deemed to have been duly given when actually
delivered to the respective addresses set forth below:
Company: Fortune Brands, Inc.
000 Xxxxx Xxxxxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
Attn: Secretary
Trustee: The Chase Manhattan Bank
1211 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
Attn: Trusts and Estates
Services Division, 34th Floor
Executive:
SS#
or at such other address as such person may specify in writing by notice as set
forth above to the other persons listed above.
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IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed as of the______day of______,______.
Attest: FORTUNE BRANDS, INC.
By ______________________________________
Attest: THE CHASE MANHATTAN BANK
By ______________________________________
Witness:
______________________________________
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STATE OF ILLINOIS )
: ss.: Lincolnshire, IL -______,
COUNTY OF LAKE )
Personally appeared______,______of FORTUNE BRANDS, INC., signer and sealer
of the foregoing instrument, and acknowledged the same to be his/her free act
and deed as such _______ and the free act and deed of said Corporation, before
me.
_________________________________
Notary Public
STATE OF NEW YORK )
: ss.: New York, NY-_____,
COUNTY OF NEW YORK )
Personally appeared______,______of THE CHASE MANHATTAN BANK, signer and sealer
of the foregoing instrument, and acknowledged the same to be his/her free act
and deed as such_______and the free act and deed of said Company, before me.
_________________________________
Notary Public
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STATE OF ILLINOIS )
: ss.: Lincolnshire, IL -______,
COUNTY OF LAKE )
Personally appeared______, signer of the foregoing instrument, and
acknowledged the same to be his/her free act and deed, before me.
_________________________________
Notary Public
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