AMERICAN BRANDS, INC.
ADOPTED ON MAY 3, 1994
EFFECTIVE MAY 3, 1994
Article XII was amended to read in its entirety as follows:
Section 1. (A) As soon as practicable after the end of the year 1994 and of each year thereafter, if a cash
dividend on the Common Stock shall have been paid in such year, there shall be made available for allotment, as
hereinafter provided, an amount equal to one-half of 1% of adjusted income from continuing operations (as
defined in Section 5 hereof).
(B) Of such amount made available for allotment under this Article, 18% shall be allotted to the person or
persons who during such year held the office of Chairman of the Board, subject to reduction of any person's
share as permitted by Section 3(A) hereof, as incentive compensation, in addition to the fixed salary of such
person or persons for such year. If such office shall have been vacant at any time during the year, the amount to
be allotted to the incumbent or incumbents of such office for such year shall be reduced proportionately. If such
office shall have had more than one incumbent during the year, the amount to be allotted in respect of such office
shall be divided among the different incumbents in the proportion of their respective periods of incumbency during
the year. Nothing herein contained shall give any incumbent of such office any right to claim to continue therein, or
any other right except as herein specifically expressed.
(C) Of such amount made available for allotment under this Article, the amount not allottable pursuant to Section
1(B) hereof by reason of a vacancy at any time during such year in the office of the Chairman of the Board shall
be available for allotment to other key employees, as provided in Section 2 hereof, in addition to the fixed salary
of each of such persons for such year.
Section 2. (A) The amount available for allotment pursuant to this
Section 2 for each year shall be allotted among the me