VOTING AND INDEMNITY AGREEMENT
Voting and Indemnity Agreement dated as of June 25, 2000 between Nabisco Group Holdings Corp. ("NGH"),
a Delaware corporation, Philip Morris Companies Inc., a Virginia corporation ("Parent"), and, solely for
purposes of Sections
5(d), 8(c) and 9 of this Agreement, Nabisco Holdings Corp., a Delaware corporation (the "Company").
WHEREAS, the Company, Parent and Strike Acquisition Corp. ("Merger Subsidiary") are concurrently with the
execution and delivery of this Agreement entering into an Agreement and Plan of Merger (the "Merger
Agreement") pursuant to which Merger Subsidiary will merge with and into the Company on the terms and
conditions set forth therein; and
WHEREAS, in order to induce Parent to enter into the Merger Agreement, Parent has requested NGH, and
NGH has agreed, to enter into this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions. Capitalized terms used and not defined herein shall have the meaning assigned to such
terms in the Merger Agreement.
SECTION 2. NGH Stockholder Meeting; Proxy Material. NGH shall cause a meeting of its stockholders (the
"NGH Stockholder Meeting") to be duly called and held (as promptly as practicable following filing of the proxy
statement of NGH relating to such meeting) at which its stockholders will vote on a resolution to authorize the
sale of the Shares (as defined below) pursuant to the Merger Agreement (the "NA Sale") and related matters.
Unless Parent otherwise agrees, the NGH Stockholder Meeting will be held either simultaneously with or prior to
any other meeting of the NGH stockholders to be held in connection with the NGH Merger Agreement or any
other transaction replacing the NGH Merger Agreement. Subject to Section 6(c), the Board of Directors of
NGH shall recommend approval of the NA Sale by NGH's stockholders. In connection with such meeting, NGH
will (i) promptly prepare and file with the SEC, use its best efforts to have cleared by the SEC and