EXHIBIT 10.57
SECOND AMENDMENT
EXCESS BENEFIT MASTER TRUST AGREEMENT
THIS AMENDMENT made as of the 3 day of October, 2003 by and between ▇.
▇. ▇▇▇▇▇▇▇▇ Tobacco Holdings, Inc. (the "Company") and Wachovia Bank, N.A. (the
"Trustee").
W I T N E S S E T H:
WHEREAS; the predecessor to the Company established a trust (the
"Trust") under the Excess Benefit Master Trust Agreement dated as of February 5,
1988 and amended and restated as of October 12, 1988, entered into by and
between the Company and the Trustee (the "agreement") to provide assets to pay
certain benefits for designated executives;
WHEREAS; the Company is the successor to the original trust settlor,
RJR Nabisco, Inc., and Wachovia Bank, N.A. is the successor to Wachovia Bank and
Trust Company, N.A.
WHEREAS, the excess Benefit Master Trust shall continue for the benefit
of the remaining participant Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and Mr. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
NOW; THEREFORE, the parties hereby agree as follows:
1. ▇. ▇. ▇▇▇▇▇▇▇▇ Tobacco Holdings, Inc. as successor shall continue in
its role as settlor of the Trust and Wachovia Bank, N.A. shall continue as
Trustee of the Excess Benefit Master Trust Agreement.
2. This the 3 day of October, 2003.
▇. ▇. ▇▇▇▇▇▇▇▇ Tobacco Holdings, Inc.
s/s ▇▇▇▇ ▇. ▇▇▇▇
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By: ▇▇▇▇ ▇. ▇▇▇▇
Its: Senior Vice President & Treasurer
Wachovia Bank, N.A.
s/s ▇▇▇▇ ▇. ▇▇▇▇▇, III
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By: ▇▇▇▇ ▇. ▇▇▇▇▇, III
Its: Senior Vice President & Treasurer