EXHIBIT 1 RIGHTS AGREEMENTRights Agreement • March 20th, 2000 • Nabisco Group Holdings Corp • Cookies & crackers • New York
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
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...Termination Agreement • March 21st, 2000 • Nabisco Group Holdings Corp • Cookies & crackers
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 ofIndenture • March 12th, 2001 • RJR Acquisition Corp • Cookies & crackers • New York
RECITALSEmployment Agreement • May 15th, 2000 • Nabisco Group Holdings Corp • Cookies & crackers • Delaware
EXHIBIT 10.1 NABISCO GROUP HOLDINGS CORP. 1990 LONG TERM INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • November 15th, 1999 • Nabisco Group Holdings Corp • Cookies & crackers
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...Severance Agreement • March 21st, 2000 • Nabisco Group Holdings Corp • Cookies & crackers
RECITALSTax Sharing Agreement • August 14th, 2000 • Nabisco Group Holdings Corp • Cookies & crackers
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
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
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
RECITALSCorporate Agreement • 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") 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...Stock Option Agreement • August 14th, 2000 • Nabisco Group Holdings Corp • Cookies & crackers
THIRD AMENDMENTCredit Agreement • November 15th, 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 Agreement • 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
andThird Supplemental Indenture and Waiver • June 16th, 1999 • Nabisco Group Holdings Corp • Cookies & crackers • New York
