Amendment to Agreement Among PBGC, R.J. Reynolds Tobacco Holdings, Inc., and R.J. Reynolds Tobacco Company (Effective June 14, 1999)

Summary

This amendment updates an existing agreement among the Pension Benefit Guaranty Corporation (PBGC), R.J. Reynolds Tobacco Holdings, Inc., and R.J. Reynolds Tobacco Company. The amendment substitutes R.J. Reynolds Tobacco Holdings, Inc. as the sponsor of the retirement plan and as the party responsible for all obligations previously held by R.J. Reynolds Tobacco Company, including making required contributions and providing a letter of credit to PBGC. All other terms of the original agreement remain unchanged and in effect.

EX-10.3 5 ex10-3.txt AMENDMENT 6/14/99 TO AGREEMENT EFFECTIVE 5/20/99 1 EXHIBIT 10.3 AMENDMENT TO THE PBGC - RJR NABISCO HOLDINGS CORP. - R. J. REYNOLDS TOBACCO COMPANY AGREEMENT EFFECTIVE AS OF MAY 20, 1999 THIS AMENDMENT to the Agreement by and among the Pension Benefit Guaranty Corporation, RJR Nabisco Holdings Corp. and R. J. Reynolds Tobacco Company is made and entered into by and between the Pension Benefit Guaranty Corporation, R. J. Reynolds Tobacco Holdings, Inc., and R. J. Reynolds Tobacco Company, and is effective as of June 14, 1999. WITNESSETH WHEREAS, effective May 20, 1999, the Pension Benefit Guaranty Corporation ("PBGC"), RJR Nabisco Holdings Corp. and R. J. Reynolds Tobacco Company entered into an Agreement ("Agreement"); and WHEREAS, under the Agreement, R. J. Reynolds Tobacco Company, abbreviated "RJR," is the sponsor of the Retirement Plan for Employees of RJR Nabisco, Inc., abbreviated as "Plan," and is the party that is charged with performing many of the obligations required by the Agreement; and WHEREAS, under section III of the Agreement, R. J. Reynolds Tobacco Company is the party obligated to make certain "Required Contributions" to the Plan; and WHEREAS, under section V of the Agreement, R. J. Reynolds Tobacco Company is the party obligated to maintain the Required Credit Balance in the Plan; and WHEREAS, under section VI of the Agreement, R. J. Reynolds Tobacco Company must provide an irrevocable Letter of Credit to the PBGC; and WHEREAS, under section VII of the Agreement, PBGC is obligated to return certain escrowed amounts to R. J. Reynolds Tobacco Company under certain conditions; and WHEREAS, under section VIII of the Agreement, the expiration of the Agreement can be based, inter alia, on R. J. Reynolds Tobacco Company demonstrating to PBGC that it has satisfied certain criteria; and WHEREAS, under section IX of the Agreement, R. J. Reynolds Tobacco Company must provide certain enumerated notices and information to PBGC's Corporate Finance and Negotiations Department; and WHEREAS, by amendment to the Plan effective June 14, 1999, R.J. Reynolds Tobacco Holdings, Inc. replaced R. J. Reynolds Tobacco Company, Inc. as sponsor of the Plan, which was renamed the R. J. Reynolds Retirement Plan; and 2 WHEREAS, R.J. Reynolds Tobacco Holdings, Inc. is now the party that is obligated to meet all of the obligations of the Agreement that had to be met by R. J. Reynolds Tobacco Company, including providing an irrevocable Letter of Credit to PBGC and making Required Contributions to the Plan; NOW THEREFORE, R.J. Reynolds Tobacco Holdings, Inc., R. J. Reynolds Tobacco Company, and PBGC agree to the following: 1. The Agreement is amended to substitute R.J. Reynolds Tobacco Holdings, Inc. for R. J. Reynolds Tobacco Company each and every time it is used anywhere in sections II through X of the Agreement and all attachments thereto; and 2. The use of the abbreviation "RJR" in the Agreement and all attachments thereto shall refer to R.J. Reynolds Tobacco Holdings, Inc.; and 3. Section I of the Agreement, "Definitions," is amended to substitute R. J. Reynolds Retirement Plan for the definition of "Plan," and to add a new definition as follows: "R.J. Reynolds Tobacco Holdings, Inc." shall mean R.J. Reynolds Tobacco Holdings, Inc., a Delaware corporation. 3 4. Except as the Agreement is modified by this Amendment, the Agreement remains unchanged and in full force and effect, and the parties hereby ratify and affirm the Agreement as modified hereby. IN WITNESS WHEREOF, the parties have signed and agreed as of the date first written above. PENSION BENEFIT GUARANTY CORPORATION DATE: 5/11/00 By: /s/ Andrea Schneider ------------- ---------------------------------------------------- Andrea Schneider, Chief Negotiator and Director Corporate Finance and Negotiations Department R. J. REYNOLDS TOBACCO HOLDINGS, INC. DATE: 5/15/00 By: /s/ McDara P. Folan, II ------------- ---------------------------------------------------- McDara P. Folan, III Vice President, Deputy General Counsel and Secretary DATE: 5/15/00 By: /s/ Kenneth J. Lapiejko ------------- ---------------------------------------------------- Kenneth J. Lapiejko Executive Vice President and Chief Financial Officer