Exhibit 10.15
AGREEMENT, made as of June 14, 1999, among WACHOVIA BANK, N.A.,
hereinafter called "the Trustee", and X. X. XXXXXXXX TOBACCO COMPANY,
hereinafter referred to as the "Company";
R E C I T A L S:
WHEREAS, a Master Trust Agreement was entered into as of October 1,
1979 between Wachovia Bank and Trust Company, N.A., X. X. Xxxxxxxx Tobacco
Company, RJR Nabisco, Inc. and various other employers (the "Master Trust
Agreement");
WHEREAS, the Master Trust Agreement has been amended from time to time;
WHEREAS, the Master Trust Agreement was most recently amended effective
June 10, 1999, to reflect the cessation of the ESOP under the RJR Nabisco
Capital Investment Plan;
WHEREAS, effective June 14, 1999, RJR Nabisco Holdings Corp., the
parent company of RJR Nabisco, Inc., spun-off its tobacco related operations by
distributing to its shareholders all of the outstanding shares of common stock
of RJR Nabisco Inc.;
WHEREAS, as a result of the spin-off, (i) Nabisco Holdings Corp.
(formerly a subsidiary of RJR Nabisco, Inc.) is no longer an affiliate of RJR
Nabisco, Inc., (ii) RJR Nabisco, Inc. was renamed X. X. Xxxxxxxx Tobacco
Holdings, Inc. and (iii) RJR Nabisco Holdings Corp. was renamed Nabisco Group
Holdings Corp.;
WHEREAS, effective June 14, 1999, the Company has assumed sponsorship
of the X. X. Xxxxxxxx Tobacco Company Capital Investment Plan;
WHEREAS, in connection with the above described spin-off and assumption
of the X. X. Xxxxxxxx Tobacco Company Capital Investment Plan by the Company,
the Company and the Trustee deem it advisable to restate the Master Trust
Agreement to continue to provide for management of the assets of one or more
defined contribution plans maintained by the Company, and for the period
commencing June 14, 1999 through June 21, 1999, the assets of the defined
contribution plans maintained by Nabisco, Inc., which defined contribution plans
are from time to time designated on Exhibit A hereto. References herein to "the
Plans" shall mean collectively all of such plans, and references herein to "the
Plan" shall mean each of such plans individually;
WHEREAS, the RJR Pension Investment Committee is authorized to amend
and restate the Master Trust Agreement; and
WHEREAS, the RJR Pension Investment Committee has approved the adoption
of the restated Master Trust Agreement by Written Consent in Lieu of a Meeting.
NOW, THEREFORE, the parties hereto agree as follows:
1. TRUST ASSETS. The assets held in any trust heretofore established
under a Plan upon being held by or
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transferred to the Trustee, such other property or money as shall from time to
time be delivered or paid to the Trustee pursuant to such Plan, and the earnings
and profits thereon, shall be held in a separate trust by the Trustee and dealt
with in accordance with the provisions of this Agreement. References herein to
"the Separate Trust" shall be deemed to refer to each such separate trust, and
references herein to "the Master Trust" shall be deemed to refer to the master
trust created by this Agreement. At no time prior to the satisfaction of all
liabilities for benefits under a Plan shall any part of the corpus or income of
the Separate Trust thereunder be used for or diverted to purposes other than the
exclusive benefit of those individuals having an interest in such Plan,
hereinafter collectively referred to with respect to each Plan as "Covered
Individuals", and paying the expenses of such Plan.
2. COMMINGLED FUND. The Trustee is directed to consolidate into a
single fund (hereinafter called "the Commingled Fund") and to commingle all
assets received and held by it in each Separate Trust with all assets received
and held by it in each other Separate Trust governed by this Agreement,
excepting any such assets hereinafter required to be segregated. The Trustee is
directed to maintain at all times such records as will enable it to effect, as
of any time, an equitable allocation and segregation of assets in the Commingled
Fund into a separate fund held for the benefit of some or all of the Covered
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Individuals under one or more of the Plans. The Chief Financial Officer (as
defined in Section 3) or the Company shall upon request of the Trustee provide
the Trustee with such information as will enable the Trustee to maintain such
records. If in the future the Trustee receives written notice from the Chief
Financial Officer or the Company to effect any such allocation and segregation,
the Trustee shall do so as soon thereafter as practicable. Thereafter the
Trustee shall administer each such separate fund in the manner provided in
Section 9, or if so directed by the Company shall deliver the assets of such
separate fund to such successor trustee or trustees as shall be designated by
the Company. The Trustee is hereby directed to effect such allocation and
segregation in the event that any Separate Trust shall cease to remain qualified
and exempt under Sections 401(a) and 501(a) of the Internal Revenue Code of
1986, as amended (the "Code"). Each Separate Trust shall share proportionately
in the aggregate investment experience of the Commingled Fund. With respect to
assets hereunder segregated as provided in Section 2, the investment experience
shall be shared proportionately by those participating therein.
3. THE CHIEF FINANCIAL OFFICER. As used herein, the term "Chief
Financial Officer" shall mean the Chief Financial Officer of X. X. Xxxxxxxx
Tobacco Company or such person or persons as may be designated by said Chief
Financial Officer to perform each obligation and exercise each power herein
entrusted to said Chief Financial Officer.
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4. PORTFOLIOS. The Trustee shall establish such number of Portfolios as
the Chief Financial Officer from time to time shall designate, to each of which
shall be allotted such assets of the Master Trust as the Chief Financial Officer
shall designate. Except as provided in Section 6, each Portfolio shall be
managed by an Investment Manager as provided in Section 5. Except with respect
to assets segregated as provided in Section 2, assets allocated to a Portfolio
shall be a part of the Commingled Fund.
5. INVESTMENT MANAGERS. The Chief Financial Officer may appoint an
Investment Manager for each Portfolio who shall have the sole power and duty to
manage and direct the investment and reinvestment of the assets of such
Portfolio, and to instruct the Trustee accordingly, in writing or orally (to be
followed promptly by written confirmation), subject to such guidelines and
restrictions as may be contained in the Plans in this Agreement, and in any
separate agreement between the Company (executed by the Chief Financial Officer
acting on behalf of the Company) and such Investment Manager. In the event that
an Investment Manager appointed hereunder is a bank or trust company, the Chief
Financial Officer shall have full authority and discretion to authorize such
Investment Manager to invest and reinvest all or any part of the Commingled Fund
allocated to its Portfolio in any common, collective or commingled trust fund
maintained by it as trustee for the investment of assets of trusts under plans
which
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are qualified under Section 401(a) and exempt from taxation under Section 401(a)
of the Code as such Sections may from time to time be amended or renumbered, and
during such period of time as an investment in any such common, collective or
commingled trust fund shall exist the trust document establishing such trust
fund shall constitute a part of this Agreement.
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6. PARTICIPANT DIRECTED ACCOUNTS.
(a) Notwithstanding the provisions of Sections 4 and 5, the
Chief Financial Officer, pursuant to the terms of the Plans, may direct the
Trustee as to the investment options in which Covered Individuals may direct the
investment of all or a portion of their accounts under the Plans (such accounts
hereinafter referred to as "Participant Directed Accounts"). With respect to the
Participant Directed Accounts, the Trustee shall have no responsibility for the
selection of investment options or for the allocation of Covered Individual's
Participant Directed Accounts among such investment options under the Master
Trust and shall not render investment advice to any person in connection with
the selection of such options. Notwithstanding the immediately preceding
sentence, however, the Trustee shall be considered a fiduciary with respect to
Plan assets that are invested in any investment funds maintained by the Trustee
for qualified plans except proprietary mutual funds.
(b) If the Chief Financial Officer exercises its discretion as
described above, each Covered Individual shall, pursuant to the terms of the
Plan, direct the Trustee in which investment option(s) to invest the assets in
the Covered Individual's Participant Directed Accounts.
7. FURTHER DUTIES OF THE TRUSTEE.
(a) The Trustee shall receive and hold in safekeeping, with
appropriate auditing and security safeguards, the assets initially transferred
to the Trustee as above provided
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or subsequently brought within the operation of this Agreement.
(b) The Trustee shall have the following duties in respect of
each Portfolio:
(i) to receive and deliver securities and cash from
and to purchasers, sellers, brokers and their agents in accordance with
the instructions of the Investment Manager;
(ii) to collect interest and dividends, and the
principal of called or matured securities;
(iii) to invest cash in excess of $1,000
automatically in either a short-term investment common trust fund
maintained by the Trustee, or a commercial paper pooled note or
otherwise, as instructed by the Investment Manager or the Chief
Financial Officer;
(iv) to buy and sell fractional shares and
rights as instructed by the Investment Manager;
(v) to give the Investment Manager prompt written
advice of each transaction affecting the Portfolio;
(vi) to render to the Chief Financial Officer and to
the Investment Manager a monthly valuation of each Portfolio, reports
of transactions, capital gains and losses, dividends, and interest
income, quarterly investment review valuation reports
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and annual summary accounting reports, and such other reports as the
Chief Financial Officer may from time to time reasonably request;
(vii) to advise the Investment Manager of
stock dividends, splits, rights offerings, calls on bonds and bonds
maturing;
(viii) to notify the Investment Manager of
late deliveries of securities and any other non-compliance with the
original authorization;
(ix) to credit dividends and interest to the account
of the Portfolio when due, even if not received, and process any
required claims for such items;
(x) to cause securities to be registered in a manner
satisfactory to the Trustee; and
(xi) to forward to the Investment Manager proxy
statements and other notices received, as instructed by the Investment
Manager.
(c) The Trustee shall make such payments from the
Master Trust at such time or times and to such person or persons as the
committee or board charged with the administration of the Plan, hereinafter
called the "Administrative Committee" or "Administrative Board", shall direct.
The Trustee may appoint an agent or agents to make such payments, and such agent
or agents may appoint subagents to make such payments. The Trustee, agent
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or subagent may make any payment required to be made by it hereunder by mailing
a check for the amount directed by the Administrative Committee or Board at such
address as may have been last furnished to the Trustee, or if an address has not
been furnished, to such person in care of the Company or the Administrative
Committee or Board.
(d) Notwithstanding the provisions of Section 2, upon
direction of the Chief Financial Officer, the Trustee shall retain all or any
portion designated by the Chief Financial Officer of the cash contributions
received under a Plan to meet anticipated requisitions or orders of the
Administrative Committee or Board, and shall invest such contributions
temporarily in the manner referred to in Section 7(b)(iii).
(e) Notwithstanding any other provisions of this Agreement,
the Trustee shall have the responsibility of discharging its duties with respect
to the Master Trust assets solely in the interest of the Covered Individuals and
for the exclusive purpose of providing benefits under the Plan and defraying the
reasonable expense of administering the Master Trust. The Trustee shall exercise
the care, skill, prudence, and diligence under the circumstances then prevailing
that a prudent man acting in a like capacity and familiar with such matters
would use in the conduct of an enterprise of a like character and with like
aims. Moreover, the Trustee shall administer this Master Trust in accordance
with the terms and provisions of this
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Agreement insofar as this Agreement is consistent with the provisions of
applicable law.
8. FURTHER DUTIES OF THE CHIEF FINANCIAL OFFICER.
The Chief Financial Officer shall:
(a) anticipate the need for cash distributions pursuant to the
terms of the Plan and make such arrangements with each Investment Manager or
otherwise as may be needed to provide cash sufficient to satisfy such need;
(b) designate one or more individuals who shall
have authority to give and receive communications on behalf of the Chief
Financial Officer and
(c) cause each Investment Manager to confirm oral instructions
given to the Trustee immediately thereafter in writing.
9. DUTIES OF THE TRUSTEE IN RESPECT OF CERTAIN ASSETS.
(a) The Trustee shall invest and reinvest, in accordance with
such guidelines and restrictions as the Chief Financial Officer may from time to
time specify, any portion of the assets hereunder which has been segregated
pursuant to Section 2 and which is not subject to management by an Investment
Manager other than the Trustee, or which is not allotted to a Portfolio, or
which was allotted to a Portfolio and its Investment Manager has resigned, been
removed or otherwise has ceased to act and prior to appointment of a successor,
or is not
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invested in accordance with Section 6, without distinction between
principal and income and without regard to any restriction under any present or
future state laws, if applicable, relating to investments by trustees. Any
assets segregated pursuant to Section 2 shall be accounted for separately by the
Trustee.
(b) The Trustee shall have in separate funds (i) all shares of
Common Stock of X. X. Xxxxxxxx Tobacco Holdings, Inc. ("RJR Stock") specially
allocated to the RJR Common Stock Fund under one or more of the Plans; (ii) all
shares of class A Common Stock of Nabisco Holdings Corp. ("Nabisco Holdings
Stock") specially allocated to the Nabisco Common Stock Fund of individuals
under one or more of the Plans; and (iii) all shares of Common Stock of Nabisco
Group Holdings Corp. ("Nabisco Group Stock") specially allocated to the Nabisco
Group Holdings Common Stock Fund of individuals under one or more of the Plans;
each of which separate funds shall be subject to being administered as provided
in the respective Plan documents. Notwithstanding the provisions of Section
10(b), (i) voting rights with respect to said Stock credited under a Plan to an
individual on a record date for determining shareholders entitled to vote shall
be exercised in accordance with instructions in writing received by the Trustee
at least five banking business days before the day on which voting of such Stock
is to take place given by said individual to whom such Common Stock is credited;
(ii) the
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Trustee shall cause to be sent promptly to each such individual requests for
voting instructions and copies of proxy solicitation material used in connection
with the meeting at which the voting of such shares of Stock is to take place,
which proxy solicitation material shall be furnished to the Trustee by the
Company; and (iii) the Trustee may in its discretion exercise the voting rights
with respect to any shares of such Stock as to which instructions in writing
shall not be received by the Trustee at least five banking business days before
the date on which voting is to take place, as hereinbefore provided. For
purposes of this Section 9, "Stock" shall mean RJR Stock, Nabisco Holdings Stock
and Nabisco Group Stock, as the case may be.
(c) In the event that any person shall make a public tender
offer for any Stock, the Company undertakes to use its best efforts to provide a
copy of the offer, and any other material information concerning such offer, to
each Covered Individual who has an interest in such Stock, together with a form
for furnishing to the Trustee instructions as to whether Stock credited to the
Covered Individuals' accounts should be tendered. Each Covered Individual may
elect that all, but not less than all, of the Stock credited to his account be
tendered by the Trustee on his behalf. Upon receipt of instructions from a
Covered Individual to so tender, the Trustee shall tender all such Stock held by
the Trustee. As to which it receives no instruction from the Covered Individual
to whose account such
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stock is credited, then such Stock shall be voted at the discretion of the
Trustee. Any securities received by the Trustee as a result of having tendered
Stock, as hereinabove provided, shall be held, and any cash so received shall be
invested in short term investments, pending any further action which the Trustee
may be required to take pursuant to the Plan. Notwithstanding anything in this
Agreement to the contrary, during the period of any public tender offer for
Stock the Trustee shall refrain from making purchases of Stock under this
Agreement or transferring assets to and from the RJR Common Stock Fund, the
Nabisco Common Stock Fund, or the Nabisco Group Holdings Common Stock Fund, as
the case may be.
The Trustee shall be entitled to reasonable compensation and
reimbursement for its out-of-pocket expenses for any services attributable to
the duties and responsibilities described in this Section.
10. POWERS OF THE TRUSTEE. Subject to any other provisions hereof to
the contrary, the Trustee is authorized and empowered:
(a) to sell, exchange, convey, transfer or otherwise dispose
of any property held by it, by private contract or at public auction, and no
person dealing with the Trustee shall be bound to see to the application of any
money or property paid or delivered to the Trustee in connection with any such
sale or other disposition, or to inquire into the validity or
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propriety of any such sale or other disposition;
(b) except as provided in Sections 9(b) and (c), to exercise
the voting rights of any stocks, bonds or other securities; to give general or
special proxies or powers of attorney with or without power of substitution; to
exercise any conversion privileges, subscription rights or other options and to
make any payments incidental thereto; to consent to or otherwise participate in
corporate reorganizations or other changes affecting corporate securities and to
delegate discretionary powers and to pay any assessments or charges in
connection therewith; and generally to exercise any of the powers of an owner
with respect to stocks, bonds, securities or other property held in the Master
Trust;
(c) to make, execute or acknowledge and deliver any and all
documents of transfer and conveyance and any and all other instruments that may
be necessary or appropriate to carry out the powers herein granted;
(d) to register any security held in the Master Trust in its
own name or in the name of a nominee and to hold any security in bearer form,
but the books and records of the Trustee shall at all times show that all such
securities are part of the Master Trust;
(e) to borrow for purposes of a Plan, with the approval of the
Chief Financial Officer from the Trustee's
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commercial banking department or from others (to the extent permitted under the
Employee Retirement Income Security Act of 1974 ("ERISA")), and to issue the
promissory notes of the Trustee for any sums so borrowed and to secure repayment
thereof by pledging or mortgaging all or any portion of the assets of the Master
Trust;
(f) to employ suitable agents and counsel and to pay their
reasonable expenses and compensation;
(g) to compromise, arbitrate or otherwise adjust, settle or
defend claims in favor of or against any Separate Trust or the Master Trust;
(h) to lend stock certificates or other securities to
a broker-dealer registered under the Securities Exchange Act of 1934 or to a
bank; and
(i) to write options against any securities or other property
or other forms of options directly related to any such options outstanding.
(j) to commingle the assets of this Trust for investment
purposes with the assets of any plan established by the Company, or its
affiliates, which is qualified under Section 401(a) of the Code and exempt from
taxation pursuant to Section 501(a) of the Code, the assets of which are owned
by another trustee or its custodian.
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11. TRANSFER OF ASSETS. In the event that any Plan provides for the
transfer of assets from any Separate Trust to (i) a trust established under a
defined benefit or defined contribution plan of a company affiliated with the
Company (which may or may not be a Separate Trust administered hereunder), on
behalf of employees transferred from employment by the Company to employment by
such affiliated company, (ii) a trust established under another defined benefit
or defined contribution plan of the Company on behalf of employees whose
coverage has been transferred from the Plan to such other plan (which may or may
not be a Separate Trust administered hereunder), upon the direction of the Board
of Directors of the Company, the Trustee shall in accordance with the Plan,
segregate and transfer such assets to the trustee of such other Trust, or (iii)
a trust established under a defined benefit or defined contribution plan
maintained by Nabisco, Inc. or one of its affiliates, upon the direction of the
Board of Directors of the Company. If the assets of the acquiring trust are, or
upon such transfer will become, part of the Master Trust, such segregation shall
not be required and the value of the assets transferred shall be reflected in
appropriate accounting entries made by the Trustee in the records of the
respective Separate Trusts maintained in accordance with Section 2. In the event
that the Company enters into an agreement for the sale of all or a portion of
its business and assets and agrees to cause the assets of any Separate Trust, or
an appropriate part thereof, to be transferred
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to a trust established under a defined benefit or defined contribution plan of
the purchaser on behalf of former employees of such Company who become employed
by the purchaser, upon direction of the Board of Directors of such Company the
Trustee shall segregate and transfer such assets to the trustee of such other
trust maintained by the purchaser.
12. RESPONSIBILITIES OF TRUSTEE. Subject to the provisions of ERISA,
the Trustee shall not be liable for any loss sustained by the Master Trust or
any Separate Trust by reason of decisions made by or the actions of any
Investment Manager, the Chief Financial Officer or the Company, any Covered
Individual with respect to an instruction made pursuant to Section 6, nor with
respect to investment shall the Trustee be liable for any error of judgment or
for any loss or reduction in value of trust funds except where due to the
Trustee's negligence, willful misconduct or lack of good faith. The Trustee
shall have no duty at any time or under any circumstances to inquire into the
propriety of decisions and actions of any Investment Manager, the Chief
Financial Officer or the Company, or to review any Portfolio. The Trustee shall
not be liable for any loss or damage arising from failure of any Investment
Manager or the Chief Financial Officer to give instructions or directions to the
Trustee as provided herein.
13. CONSULTATION WITH COUNSEL. The Trustee may from
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time to time consult with counsel, who may be counsel to the Company or to
Wachovia Bank, N.A., and shall be fully protected in legal questions when acting
upon the advice of competent counsel.
14. EXPENSES. The expenses incurred by the Trustee in the performance
of its duties, including fees for legal services rendered to the Trustee, such
compensation to the Trustee as may be agreed upon in writing from time to time
by the Chief Financial Officer and the Trustee, and all other proper charges and
disbursements of the Trustee, shall unless otherwise provided in a Plan be paid
by the Company, but until paid shall constitute a charge upon the Master Trust
assets. All taxes of any nature whatsoever that may be imposed under existing or
future laws upon or in respect of the Master Trust assets or the income
therefrom shall be paid from the Master Trust.
15. ACCOUNTS OF TRUSTEE. The Trustee shall keep accurate and detailed
accounts of all investments, receipts, disbursements and other transactions of
the Master Trust, and all accounts, books and records relating thereto shall be
open to inspection and audit at all reasonable times by any person designated by
the Chief Financial Officer. Within 90 days after a removal or resignation of
the Trustee as provided in Section 16, the Trustee shall file with the Chief
Financial Officer a written account setting forth all such investments,
receipts, disbursements and other transactions effected by it during such
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fiscal year or during the period from the close of the last fiscal year to the
date of such removal or resignation. Upon the expiration of ninety days from the
date of filing such annual or other account, the Trustee shall be forever
released and discharged from all liability and accountability to anyone with
respect to the propriety of its acts and transactions shown in such account,
except with respect to any acts or transactions as to which the Chief Financial
Officer shall within such ninety-day period file with the Trustee written
objection and except for loss resulting from negligence, willful misconduct or
lack of good faith of the Trustee.
16. REMOVAL OF TRUSTEE; RESIGNATION. The Trustee may be removed by the
Chief Financial Officer at any time upon thirty days notice in writing to the
Trustee. The Trustee may resign at any time upon thirty days notice in writing
to the Chief Financial Officer. Upon such removal or resignation of the Trustee,
the Chief Financial Officer shall appoint a successor trustee or trustees who
shall have the same powers and duties as those conferred upon the Trustee
hereunder and, upon acceptance of such appointment by the successor trustee or
trustees, the Trustee shall assign, transfer, pay over and deliver to such
successor trustee or trustees all of the assets of the Master Trust.
17. TERMINATION OF ANY PLAN. In the event of the termination of a Plan
as provided therein, the Trustee shall
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dispose of the assets of the Separate Trust thereunder in such manner as shall
be directed by the Board of Directors of the Company, who shall be governed by
the terms of the Plan and the provisions of Section 1 hereof.
18. COURT ACTIONS. In any application to the courts for an
interpretation of this Agreement or for an accounting by the Trustee, only the
Trustee and the Company shall be necessary parties; and except as may be
required by ERISA, no Covered Individual under any Plan or other person having
an interest therein shall be entitled to any notice or service of process. Any
final judgment entered in such an action or proceeding shall be conclusive upon
all persons claiming under this Agreement.
19. AMENDMENT. The Company reserves the right at any time and from time
to time by action of its Board of Directors or of the Chief Financial Officer,
as its agent, to amend any or all of the provisions of this Agreement by notice
thereof in writing delivered to the Trustee; provided that no such amendment
which affects the rights, duties or responsibilities of the Trustee may be made
without its consent; and provided further that no such amendment shall authorize
or permit at any time, prior to the satisfaction of all liabilities for benefits
under a Plan, any part of the corpus of income of the Separate Trust with
respect to such Plan to be used for or diverted to purposes other than for the
exclusive benefit of Covered Individuals under such Plan and payment of expenses
of such Plan.
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20. CONSTRUCTION. To the extent, if any, not governed by ERISA, the
validity of this Agreement shall be determined by, and this Agreement shall be
governed, administered, construed and enforced according to, the laws of the
State of North Carolina. In case of any conflict between the provisions of any
Plan and of this Agreement, the provisions of such Plan shall govern.
21. CORPORATE REORGANIZATION OF TRUSTEE. Any corporation into which the
Trustee may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Trustee may be a party,
or any corporation succeeding to the business of the Trustee or to which
substantially all of the assets of the Trustee may be transferred, shall be the
successor of the Trustee hereunder without the execution or filing of any paper
and without any further action on the part of the parties hereto, with like
effect as if such successor trustee had originally been named trustee herein;
and in any such event, and except as may be otherwise provided in ERISA, it
shall not be necessary for the Trustee or any successor trustee to give notice
to any person having an interest in this Agreement or in the Master Trust hereby
created or in any of the property held by the Trustee hereunder, and the
requirements of any and all statutes and laws (other than ERISA) that notice
shall be given by the Trustee in any such case are hereby waived.
22. ADDITIONAL PLANS. Any corporation more than
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eighty percent of the voting stock of which is directly or indirectly owned by
X. X. Xxxxxxxx Tobacco Company or X. X. Xxxxxxxx Tobacco Holdings, Inc. which
has adopted or hereafter adopts a defined contribution plan for its employees
which is, or is intended to be, funded through a trust which is qualified and
exempt under the provisions of Sections 401(a) and 501(a) of the Internal
Revenue Code may bring within the coverage of this Agreement any such defined
contribution plan, by:
(a) delivering to the Trustee a written statement identifying
such plan and stating that it elects to bring such plan within the coverage of
this Agreement and, if not already a party, that it elects to become a party
hereto; and by
(b) either causing the assets of the trust established
pursuant to such plan, if then existing, to be transferred to the Trustee as
successor trustee, or making an initial contribution pursuant to such plan to
the Trustee, or instructing that assets be transferred to a new trust to be
established pursuant to such plan by an accounting entry pursuant to Section 11.
Nothing in the foregoing provisions of this Section 22 shall be
interpreted to cause any Plan listed on Exhibit A hereto as duly updated from
time to time not to be within the coverage of this Agreement, and,
notwithstanding such provisions or any other provision of this Agreement, any
employer which has adopted or hereafter adopts a plan so listed shall, by virtue
of any such adoption, be deemed, if not already a party, to be a party
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hereto. Thereupon, this Master Trust Agreement shall be deemed to be a separate
trust agreement executed pursuant to such plan, and references herein to "the
Plan" or "the Plans" shall include such plan.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on this ______ day of June, 1999.
WACHOVIA BANK, N.A.
By:____________________________________
Title:_________________________________
X. X. XXXXXXXX TOBACCO COMPANY
By:____________________________________
Title: Chairman, RJR Pension
Investment Committee
-------------------------------
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EXHIBIT A
DEFINED CONTRIBUTION MASTER TRUST
CURRENT PARTICIPATING PLANS
June 14, 1999
X. X. Xxxxxxxx Tobacco Company Capital Investment Plan
Nabisco, Inc. Capital Investment Plan (this Plan shall be a
Participating Plan only for the period commencing June 14,
1999 and ending on June 21, 1999)
Nabisco, Inc. Employee Savings Plan (this Plan shall be a
a Participating Plan only for the period commencing June 14,
1999 and ending on June 21, 1999)
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