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Exhibit 2.4
[R.J. Reynolds Tobacco Holdings, Inc. Logo]
November 20, 2000
Nabisco Group Holdings Corp.
7 Campus Drive
Parsippany, NJ 07054
Attention: James A. Kirkman III
Dear Jim:
Pursuant to Section 2.01(d) of the Agreement and Plan of Merger dated as of June
25, 2000 among Nabisco Group Holdings Corp. (the "Company"), R.J. Reynolds
Tobacco Holdings, Inc. ("Parent") and RJR Acquisition Corp. ("Merger
Subsidiary"), Parent hereby withdraws its previous election made on October 19,
2000, and elects that Merger Subsidiary be merged with and into the Company at
the Effective Time.
Sincerely,
R.J. REYNOLDS TOBACCO HOLDINGS, INC.
By /s/ McDara P. Folan, III
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McDara P. Folan, III
cc: William Rosoff
Joy Sayour
Jere Thomson
