EXHIBIT 99.5
, 1995
--------- --
The First National Bank of Chicago
One First National Plaza
Suite 0124
Chicago, Illinois 60670-0124
Re: RJR Nabisco Holdings Corp. ("Holdings")
and RJR Nabisco Holdings Capital Trust I
(the "Trust" and, together with Holdings,
the "Offerors")
------------------------------------------
Ladies and Gentlemen:
Pursuant to "The Offer" section of the Prospectus dated
, 1995 (the "Prospectus"), we appoint you as
--------- --
Exchange Agent subject to the terms hereof. Capitalized terms
used herein without definition shall have the meanings ascribed
thereto in the Prospectus.
The Offerors have delivered to you or will deliver to
you (i) a copy of the Letter of Transmittal, in the form attached
hereto as Exhibit A, (ii) copies of all other documents or
materials to be forwarded to the Holders and (iii) a copy of the
resolutions adopted by the Board of Directors of Holdings or a
duly constituted committee thereof authorizing the Offer and your
appointment as Exchange Agent. Holdings has delivered or will
deliver to you (i) a list showing the names and addresses of the
Holders as of the close of business on , 1995, and
--------- --
the number of Depositary Shares, each representing 1/1000 of a
share of Series B Preferred, held by each such Holder as of such
date and (ii) a list of certificates (giving the certificate
number) stating which Depositary Shares have been or are, as of
such date, lost, stolen, destroyed or replaced or restricted as
to transfer (noting the text of the restrictive legends
applicable thereto) or with respect to which a stop transfer
order has been noted.
1. Appointment of the Exchange Agent. This will
---------------------------------
confirm the Offerors' appointment of The First National Bank of
Chicago as the Exchange Agent provided for in the Prospectus and,
in that capacity, authorization to act solely as agent for the
Offerors hereunder for the purpose of receiving from the Holders
the Depositary Shares tendered in exchange for Preferred
Securities of the Trust upon satisfaction of the conditions set
forth herein and in the Prospectus. You will not owe fiduciary
duties to any other person by reason of this appointment.
2
2. Duties and Obligations of the Exchange Agent. As
--------------------------------------------
Exchange Agent, you are hereby instructed to perform the specific
exchange agency duties set forth in "The Offer" section of the
Prospectus and in the related Letter of Transmittal and to
perform such duties as are specifically set forth herein, and no
implied covenants or obligations should be read into your
appointment as Exchange Agent against you. Without limiting and
in furtherance of the foregoing, you shall not be liable or
responsible for any of the provisions of the Prospectus except
for those expressly referred to herein above. Further, as
Exchange Agent you:
(i) will, at the request of Holdings, advise the Co-
Dealer Managers on a daily basis with respect to the
Depositary Shares tendered as follows: (a) the number of
Depositary Shares validly tendered represented by
certificates physically held by you (or for which you have
received confirmation of receipt of book-entry transfer into
your account at a Book-Entry Transfer Facility (as defined
in the Prospectus) pursuant to the procedures set forth in
"The Offer" section of the Prospectus) on such day; (b) the
number of Depositary Shares represented by Notices of
Guaranteed Delivery on such day; (c) the number of
Depositary Shares properly withdrawn on such day; and (d)
the cumulative number of Depositary Shares in categories (a)
through (c) above;
(ii) will, on the day following such oral
communication, furnish to the Co-Dealer Managers a written
report confirming the above information and furnish to the
Co-Dealer Managers such reasonable information on the
tendering holders of Depositary Shares as may be requested
from time to time;
(iii) will be regarded as making no representations or
warranties and having no responsibilities regarding the
validity or adequacy of the Offerors' power to make this
appointment or the Offer;
(iv) will not be responsible in any manner whatsoever
for the correctness of the statements made in the
Prospectus; the Letter of Transmittal or in any document
furnished to you by the Offerors;
(v) shall not be liable for any action taken,
suffered, or omitted or for any error of judgment made by
you in the performance of your duties hereunder, in the
absence of willful misconduct or gross negligence on your
part, nor shall you be liable for any error of judgment made
in good faith unless you shall have been grossly negligent
in ascertaining the pertinent facts;
(vi) may rely and shall be protected in acting or
refraining from acting upon any communication authorized
3
hereby and upon any oral or written instruction, notice,
request, direction, consent, report, certificate, form of
bond certificate or other instrument, paper or document in
good faith believed by you to be genuine;
(vii) may consult with counsel of your choice, and the
advice of such counsel shall be full and complete
authorization and protection in respect of any action taken,
suffered or omitted by you hereunder in good faith and in
reliance thereon; and
(viii) may perform your duties and exercise your rights
hereunder directly or by or through agents or attorneys and
shall not be responsible for any misconduct or negligence on
the part of any agent or attorney appointed by you with due
care hereunder.
3. Maintenance of Records. You will keep and maintain
----------------------
complete and accurate records and ledgers showing all Depositary
Shares exchanged by you and payments made by you. Letters of
Transmittal, Notices of Guaranteed Delivery and telegrams,
telexes, facsimile transmissions and other materials submitted to
you shall be preserved by you until delivered to, or otherwise
disposed of in accordance with the instructions of, the Offerors.
4. Indemnification, compensation and Expenses. (a)
------------------------------------------
In consideration of your acceptance of the foregoing appointment
by the Offerors, Holdings hereby agrees:
(i) to indemnify you for, and to hold you harmless
against, any loss, liability or expense incurred without
gross negligence or willful misconduct on your part, arising
out of or in connection with the acceptance or
administration of the agency created under the foregoing
appointment, including the costs and expenses (including the
reasonable fees and expenses of your counsel) of defending
yourself against any claim or liability in connection with
the exercise or performance of any of your duties thereunder
and of enforcing this indemnification provision; and
(ii) to pay to you a fee for all services rendered by
you under the foregoing appointment according to the fee
schedule attached hereto as Exhibit A; and
(iii) to reimburse you upon your request for all
reasonable expenses, disbursements and advances incurred or
made by you in accordance with any of your agency duties
(including the reasonable compensation and the reasonable
expenses and disbursements of your agents and counsel),
except any such expenses, disbursement or advance as may be
attributable to your gross negligence or willful misconduct.
4
(b) You shall not be required to advance, expend or
risk your own funds or otherwise incur or become exposed to
financial liability in the performance of your duties hereunder.
5. IRS Filings. You shall arrange to comply with all
-----------
requirements under the tax laws of the United States, including
those relating to missing Taxpayer Identification Numbers, and
shall file any appropriate reports with the IRS (e.g., 1099,
----
1099B, etc.).
6. Counterparts. This Agreement may be executed in
------------
two or more counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same
instrument.
7. Governing Law. This agreement shall be construed
-------------
and enforced in accordance with the laws of the state of New
York.
Please confirm your acceptance of your appointment as
Exchange Agent and the arrangements herein provided by signing
and returning to us the enclosed duplicates of this letter.
RJR NABISCO HOLDINGS CORP.
By:___________________________
Name:
Title:
RJR NABISCO HOLDINGS
CAPITAL TRUST I
By: RJR Nabisco Holdings Corp.,
as Sponsor
By:___________________________
Name:
Title:
THE FIRST NATIONAL BANK
OF CHICAGO
By:______________________
Name:
Title:
EXHIBIT A
FIRST CHICAGO
FEE SCHEDULE
EXCHANGE AGENT SERVICES
DEPOSITARY SHARES EACH REPRESENTING 1/000
OF A SHARE OF SERIES B PREFERRED STOCK/EXCHANGE OFFER
RJR NABISCO HOLDINGS CORP.
RJR NABISCO HOLDINGS CAPITAL TRUST I
-------------------------------------------------
I. Exchange Agency
---------------
A fee for the receipt of tendered Depositary Shares, each
representing 1/1000 of a share of Series B Preferred, will
be charged at $ per Letter of Transmittal. The total
-----
charge will be subject to a minimum of $ and maximum
--------
of $ .
----------
This fee covers examination and execution of all required
documentation, receipt of tendered shares and transmittal
letters, reporting as required to Holdings and other parties
and communication with DTC.
II. Miscellaneous
-------------
Fees for services not specifically covered in this schedule
will be assessed in amounts commensurate with the services
rendered. The fees in this schedule are subject to
reasonable adjustments as changes in laws, procedures, or
costs of doing business demand. The costs of supplies and
other out-of-pocket expenses that can be directly allocated
will be added to our regular charges.