Amendment to Participation Agreement for R.J. Reynolds Supplemental Executive Retirement Plan (Schindler)

Summary

This amendment updates the Participation Agreement between Andrew J. Schindler and R.J. Reynolds Tobacco Holdings, Inc. regarding the Supplemental Executive Retirement Plan. It changes the definition of "Change of Control" to refer to R.J. Reynolds Tobacco Holdings, Inc., rather than Nabisco Group Holdings Corp., following a corporate spinoff. The amendment ensures that, upon a Change of Control, Schindler's retirement benefits will be funded in a Rabbi Trust, and an annuity will be purchased and delivered to him at retirement age or another retirement date.

EX-10.55 12 g74228ex10-55.txt AMENDMENT TO PARTICIPATION AGREEMENT Exhibit 10.55 October 25, 1999 Andrew J. Schindler Re: Amendment to Participation Agreement - R.J. Reynolds Supplemental Executive Retirement Plan Dear Andy: You are a Participant in the R.J. Reynolds 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 R.J. Reynolds 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 R.J. Reynolds 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 R.J. Reynolds 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 Bob Gordon. A copy will be provided to you. Very truly yours, R.J. REYNOLDS TOBACCO HOLDINGS, INC. By: /s/ Robert R. Gordon, Jr. ------------------------------------------ Robert R. Gordon, Jr. Executive Vice President - Human Resources Agreed as of this ____ day of October, 1999. /s/ Andrew J. Schindler - --------------------------------- Andrew J. Schindler