Exhibit 10.7
AMENDMENTS TO NONQUALIFIED
RETIREMENT PLANS
The provisions set forth in the attached two-page
"Amendment Document" are intended to become applicable with respect
to the UST Inc. Benefit Restoration Plan, the UST Inc. Officers'
Supplement Retirement Plan, and the UST Inc. Excess Retirement
Benefit Plan. These provisions shall become actual amendments to
these plans as provided in the Amendment Document. Each of these
plans is governed by two plan documents: one that is generally
referred to as the "Pre-409A Document," and one that is termed the
"409A Document." Changes included in the Amendment Document apply
to benefits governed by both the Pre-409A Document and the 409A
Document for each plan. Accordingly, once the provisions of the
Amendment Document become actual amendments to these plans, the
Amendment Document will be appended to each plan's Pre-409A
Document and 409A Document.
|
|
|
|
|
|
By:
|
/s/ Murray S. Kessler
|
|
|
|
|
Murray S.
Kessler
|
|
|
|
|
Chief Executive
Officer
|
|
|
|
|
|
|
|
|
Date:
|
December 15 , 2008
|
|
AMENDMENT
DOCUMENT
AMENDMENTS TO THE NONQUALIFIED RETIREMENT PLANS
In connection with
the execution of the definitive agreement ("Agreement")
contemplating a merger between UST Inc. (the "Company") and Altria
Merger Sub, Inc. ("Merger") that, if consummated, will result in a
change in control (within the meaning of Section 409A of the
Internal Revenue Code of 1986, as amended (the "Code")) of the
Company ("Change in Control"), the Company has formed the intention
to amend, in certain
respects, the UST Inc. Benefit Restoration Plan, the UST
Inc. Officers' Supplemental Retirement Plan (the "SOP"), and the
UST inc. Excess Retirement Benefit Plan (collectively, the
"Nonqualified Retirement Plans" and each a "Nonqualified Retirement
Plan"). Unless cancelled by the Company in advance of their
becoming actual amendments. these intended amendments shall become
actual amendments to the Nonqualified Retirement Plans as of the
earlier of - (i) the effective time of the actual consummation of
the Merger, determined under the Agreement, as amended (the
"Effective Time"), or (ii) December 31, 2008. However, the
amendments set forth in paragraphs I through 6 of this Amendment
Document shall not apply to anyone who did not sign a September
2008 letter agreement with the Company regarding the payment of
benefits from one or more of the Nonqualified Retirement Plans in
connection with a Change in Control (a "September 2008 Agreement").
Any such person's rights under the Nonqualified Retirement Plans
shall be determined without regard to paragraphs I through 6 of
this Amendment Document.
1.
Effective as of the end of the day on December 31, 2008, the
compensation and service of an individual that can be taken into
account for purposes of determining benefits under the Nonqualified
Retirement Plans shall be fixed and frozen. Subject to the next
sentence, such
other benefit determining factors under the Nonqualified Retirement
Plans, which are necessary to permit the determination of a final
and definitive lump sum settlement of each participant's benefit as
of December 31, 2008, including (without limitation) the
participant's age, shall also be fixed and frozen as of such date
(based on the applicable information as of such date). An individual (who,
under the terms of the SOP as in effect on the date of the
Agreement, qualifies as an "Eligible Employee" as of the earlier of
(i) December 31, 2008, or (ii) immediately before the Effective
Time) shall be deemed to be a SOP "Participant" not later than
December 31. 2008 (provided that such individual shall not become a
SOP "Participant" if a Change in Control does not occur by
Decemb
