EXHIBIT 99.6
[Information Agent Letterhead]
__________ __, 1995
RJR Nabisco Holdings Corp.
1301 Avenue of the Americas
New York, New York 10019-6013
LETTER OF AGREEMENT
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This Letter of Agreement (the "Agreement") sets forth the terms
and conditions under which _________________ (the "Information
Agent") has been retained by RJR Nabisco Holdings Corp.
("Holdings") as Information Agent for its contemplated exchange
offer (the "Offer"). The term of the Agreement shall be the term
of the Offer, including any extensions thereof.
1. During the term of the Agreement, the Information
Agent will: provide advice and consultation with
respect to the planning and execution of the
Offer; assist in the preparation and placement of
newspaper ads; assist in the distribution of Offer
documents to brokers, banks, nominees,
institutional investors, and other shareholders
and investment community accounts; answer collect
telephone inquiries from shareholders and their
representatives; and, if requested, call
individuals who are registered holders or
non-objecting beneficial owners ("NOBOs").
2. Holdings will pay the Information Agent a fee of
$______, of which half is payable in advance per
the enclosed invoice and the balance at the
expiration of the Offer, plus an additional fee to
be mutually agreed upon if the Offer is extended
more than fifteen days beyond the initial
expiration date. Holdings will pay the
Information Agent an additional sum computed on
the basis of $____ per incoming call received in
excess of 1,000, and if the Information Agent is
requested to call registered holders or NOBOS,
Holdings will also pay the Information Agent a sum
computed on the basis of $____ per such call,
RJR Nabisco Holdings Corp.
__________ __, 1995
Page 2
which fee will include all telephone charges. In
addition, Holdings will reimburse the Information
Agent for reasonable costs and expenses incurred
by the Information Agent in fulfilling the
Agreement, including but not limited to: postage
and freight charges incurred by the Information
Agent in the delivery of Offer documents; printing
costs; charges for the production of shareholder
lists (paper, computer cards, etc.), mailing
labels, or other forms of information requested by
Holdings or its agents and other expenses or
disbursements authorized by Holdings or its
agents.
3. The Information Agent will review for accuracy the
bills rendered by brokers and banks forwarding
Offer material to beneficial owners, before
forwarding such bills to Holdings for payment.
4. The Information Agent hereby agrees not to make
any representations not included in the offer
documents.
5. Holdings agrees to indemnify and hold the
Information Agent harmless against any loss,
damage, expense (including, without limitation,
reasonable legal and other related fees and
expenses), liability or claim arising out of the
Information Agent's fulfillment of the Agreement
(except for any loss, damage, expense,, liability
or claim arising out of the Information Agent's
own gross negligence or misconduct). At its
election, Holdings may assume the defense of any
such action. The Information Agent hereby agrees
to advise Holdings of any such liability or claim
promptly after receipt of any notice thereof. The
indemnification contained in this paragraph will
survive the term of the Agreement.
6. The Information Agent agrees to preserve the
confidentiality of all non-public information
provided by Holdings or its agents for our use in
providing services under this Agreement, or
information developed by the Information Agent
based upon such non-public information.
RJR Nabisco Holdings Corp.
__________ __, 1995
Page 3
By executing the Agreement below the undersigned agrees to be
bound by its terms.
ACCEPTED: Sincerely,
RJR NABISCO HOLDINGS CORP. _____________________________
By: By:
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Title: Title:
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Date:
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