Letter Agreement Regarding Settlement Terms Related to Nabisco Group Holdings Corp. and R.J. Reynolds Tobacco Holdings, Inc. Merger

Summary

This letter agreement, dated October 27, 2000, is between Nabisco Group Holdings Corp. and R.J. Reynolds Tobacco Holdings, Inc. It references a prior Memorandum of Understanding and the Agreement and Plan of Merger among Nabisco, RJR, and RJR Acquisition Corp. RJR agrees to pay Nabisco stockholders the full difference between the Net Proceeds and $11.729 billion, as specified in the merger agreement, under certain conditions. This letter formalizes a settlement of claims related to the merger in New Jersey and Delaware courts.

EX-2.3 4 g64967ex2-3.txt LETTER DATED 10-27-2000 1 EXHIBIT 2.3 October 27, 2000 Nabisco Group Holdings Corp. 7 Campus Drive Parsippany, NJ 07074-0311 Ladies and Gentlemen: Reference is made to the Memorandum of Understanding dated as of October 20, 2000 relating to the settlement of claims asserted in the Superior Court of the State of New Jersey and the Chancery Court of the State of Delaware with respect to the Agreement and Plan of Merger dated as of June 25, 2000 among Nabisco Group Holdings Corp. ("NGH"), R. J. Reynolds Tobacco Holdings, Inc. ("RJR") and RJR Acquisition Corp. (the "MERGER AGREEMENT"). In accordance with the Memorandum of Understanding, RJR agrees that it will pay or cause to be paid to NGH stockholders, in the circumstances described in Section 2.02(b) of the Merger Agreement, an amount equal to 100% (rather than one-half) of the difference between the Net Proceeds (as defined in the Merger Agreement) and $11.729 billion. Very truly yours, By: /s/ Charles A. Blixt ---------------------------------- Charles A. Blixt Accepted and Agreed: NABISCO GROUP HOLDINGS CORP. By: /s/ James A. Kirkman, III ---------------------------------- Name: James A. Kirkman, II Title: Senior Vice President, General Counsel & Secretary