EXHIBIT 1 RIGHTS AGREEMENTRights Agreement • March 20th, 2000 • Nabisco Group Holdings Corp • Cookies & crackers • New York
October 27, 1999 Steven F. Goldstone Chairman and Chief Executive Officer Nabisco Group Holdings Corp. Dear Steven: This letter agreement (together with Schedule A hereto, the "Agreement") constitutes the entire agreement between NABISCO GROUP...Letter Agreement • March 21st, 2000 • Nabisco Group Holdings Corp • Cookies & crackers
Exhibit 2 FIRST AMENDMENT TO RIGHTS AGREEMENT FIRST AMENDMENT (this "Amendment") dated as of June 25, 2000 to the Rights Agreement dated as of March 13, 2000 between Nabisco Group Holdings Corp., a Delaware corporation (the "Company"), and EquiServe...Rights Agreement • June 28th, 2000 • Nabisco Group Holdings Corp • Cookies & crackers • Delaware
R.J. REYNOLDS TOBACCO HOLDINGS, INC. Issuer, R. J. REYNOLDS TOBACCO COMPANY, as Guarantor RJR ACQUISITION CORP., as Guarantor and THE BANK OF NEW YORK, as Trustee INDENTURE dated as ofRJR Acquisition Corp • March 12th, 2001 • Cookies & crackers • New York
RECITALSEmployment Agreement • May 15th, 2000 • Nabisco Group Holdings Corp • Cookies & crackers • Delaware
RECITALSTax Sharing Agreement • August 14th, 2000 • Nabisco Group Holdings Corp • Cookies & crackers
August 10, 1999 David Rickard 40 Riverside Road Greenwich, CT 06831 Dear Dave: This letter constitutes the entire agreement between NABISCO GROUP HOLDINGS CORP. (the "Company"), its predecessors, successors, affiliates, former affiliates and/or...Nabisco Group Holdings Corp • March 21st, 2000 • Cookies & crackers
THIRD AMENDMENTThird Amendment • November 15th, 1999 • Nabisco Group Holdings Corp • Cookies & crackers • New York
EXHIBIT 10.3 INTERCOMPANY SERVICES AGREEMENT This Intercompany Services Agreement (this "Agreement") is made and entered into as of the 14th day of June 1999, by and between RJR Nabisco Holdings Corp. (to be renamed "Nabisco Group Holdings Corp."), a...Intercompany Services Agreement • June 16th, 1999 • Nabisco Group Holdings Corp • Cookies & crackers • New York
September 24, 1999 William Rosoff 465 West End Avenue Apartment SA New York, NY 10024 Dear Bill: This letter constitutes the entire agreement between NABISCO GROUP HOLDINGS CORP. (the "Company"), its predecessors, successors, affiliates, former...Nabisco Group Holdings Corp • March 21st, 2000 • Cookies & crackers
RECITALSCorporate Agreement • June 16th, 1999 • Nabisco Group Holdings Corp • Cookies & crackers • New York
EXHIBIT 10.1 TAX SHARING AGREEMENT dated as of June 14, 1999Tax Sharing Agreement • June 16th, 1999 • Nabisco Group Holdings Corp • Cookies & crackers • New York
EXHIBIT 10.1 NABISCO GROUP HOLDINGS CORP. 1990 LONG TERM INCENTIVE PLAN STOCK OPTION AGREEMENTTerm Incentive Plan Stock Option Agreement • November 15th, 1999 • Nabisco Group Holdings Corp • Cookies & crackers
EXHIBIT 10.2 NABISCO GROUP HOLDINGS CORP. 1990 LONG TERM INCENTIVE PLAN STOCK OPTION AGREEMENT DATE OF GRANT: W I T N E S S E T H : 1. GRANT OF OPTION. Pursuant to the provisions of the 1990 Long Term Incentive Plan (the "Plan"), Nabisco Group...Stock Option Agreement • May 15th, 2000 • Nabisco Group Holdings Corp • Cookies & crackers
andIndenture and Waiver • June 16th, 1999 • Nabisco Group Holdings Corp • Cookies & crackers • New York
June 28, 2000 To: Nabisco Group Holdings Corp. ("NGH") and Nabisco Holdings Corp. ("NA") Restricted Stock Unit Grantee Dear Grantee: This represents our agreement and understanding as follows: 1. We confirm that the section of the Restricted Stock...Restricted Stock Unit • August 14th, 2000 • Nabisco Group Holdings Corp • Cookies & crackers
EXHIBIT 10.3 1990 NABISCO GROUP HOLDINGS CORP. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK PROGRAM RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 15th, 2000 • Nabisco Group Holdings Corp • Cookies & crackers • Delaware
June 28, 2000 To: Nabisco Group Holdings Corp. ("NGH") and Nabisco Holdings Corp. ("NA") Stock Optionee Dear Optionee: This represents our agreement and understanding as follows: 1. We confirm that the sections of the Stock Option Agreements for 1999...Nabisco Group Holdings Corp • August 14th, 2000 • Cookies & crackers
