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 thereafter mail to its stockholders

as promptly as practicable a proxy statement of NGH and all other proxy

materials for such meeting, (ii) use its reasonable best efforts (including

postponing or adjourning the NGH Stockholder Meeting to solicit additional

proxies for a period of up to 30 days) to obtain the approval of the NA Sale by

holders of a majority of the outstanding stock of NGH entitled to vote thereon

(the "NGH Stockholder Approval") and (iii) otherwise comply with all legal

requirements applicable to such meeting. The NGH Stockholder Approval will be

presented as a single proposal in the NGH proxy statement and will not be

conditioned on approval of





any other proposal. Parent and its counsel shall be given an opportunity to

review and comment on the NGH proxy statement prior to its being filed with the

SEC or mailed to NGH stockholders, and NGH shall provide to Parent copies of any

comments received from the SEC in connection therewith and shall consult with

Parent in responding to the SEC.



      SECTION 3. Agreement to Vote. Subject to obtaining the NGH Stockholder

Approval, NGH agrees to vote all Shares (as defined below) at any meeting of

stockholders of the Company, or pursuant to any action by written consent (which

consent, in the case of clause (a) of this Section 3, it shall execute and

deliver to the Company immediately following (i.e. on the same day) receipt of

the NGH Stockholder Approval), in each case where such matters arise (a) in

favor of the adoption of the Merger Agreement and the transactions contemplated

by the Merger Agreement and (b) against (i) any proposal made in opposition to

or in competition with the Merger and the transactions contemplated by the

Merger Agreement, (ii) any merger, reorganization, consolidation, share

exchange, business combination, sale of assets or other similar transaction with

or involving the Company and any party other than Parent, or (iii) any other

action the consummation of which would reasonably be expected to prevent or

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