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                                                                    EXHIBIT 10.2

                       AMENDMENT TO TAX SHARING AGREEMENT

         AMENDMENT TO TAX SHARING AGREEMENT dated June 25, 2000, among Nabisco
Group Holdings Corp. (formerly named RJR Nabisco Holdings Corp.), a Delaware
corporation (together with its successors, "Holdings"), R.J. Reynolds Tobacco
Holdings, Inc. (formerly named RJR Nabisco, Inc.), a Delaware corporation
(together with its successors, "RJRN"), Nabisco Holdings Corp., a Delaware
corporation (together with its successors, "Nabisco"), and R. J. Reynolds
Tobacco Company, a New Jersey corporation (together with its successors,
"RJRT").

                                    RECITALS

         WHEREAS, the parties to this agreement entered into a Tax Sharing
Agreement, dated as of June 14, 1999, setting forth the rights and obligations
of Nabisco and the other members of the Nabisco Tax Group, RJRN and the other
members of the RJRN Tax Group, and Holdings with respect to the handling and
allocation of certain federal, state, local and other taxes incurred in Taxable
periods beginning prior to the Distribution Date, and various other tax matters;
and

         WHEREAS, the parties have determined that clarification is required to
certain provisions of the Tax Sharing Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I

         The terms as defined in the Tax Sharing Agreement have the same meaning
in this Amendment to Tax Sharing Agreement.

                                   ARTICLE II

         A new sentence is added at the end of Section 4.06 of the Tax Sharing
Agreement to read as follows:

Each of Sutherland Asbill & Brennan LLP, Jones, Day, Reavis & Pogue and Miller &
Chevalier shall be considered an independent counsel, nationally recognized as
an expert in Federal Tax matters, that is acceptable to the parties to this
Agreement.


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                                   ARTICLE III

         A new Section 4.07 of the Tax Sharing Agreement is added to read as
follows:

         Section 4.07. Certain Permitted Transactions. A liquidation, merger or
consolidation of Nabisco or Nabisco, Inc. with or into the entity that is its
parent prior to such transaction, or with or into any affiliate of such parent,
shall not be treated as a transaction that is inconsistent with, or that
breaches, the representations set forth in Section 4.02 of this Agreement or the
covenants set forth in Section 4.05 of this Agreement.

                                   ARTICLE IV

         Section 7.01(a)(iii) of the Tax Sharing Agreement is amended to read as
follows:

         (iii) any tax liability of any member of the RJRN Tax Group resulting
from the existence of any excess loss accounts or deferred intercompany gains
(other than any deferred intercompany gains with respect to the stock of Nabisco
arising as a result of the Internal Distribution) immediately before the
Distribution,

                                    ARTICLE V

         A new Section 7.01(e) of the Tax Sharing Agreement is added to read as
follows:

         (e) For the avoidance of doubt, notwithstanding any other provision of
this Agreement, the RJRN Tax Group shall not be obligated to indemnify Holdings,
Nabisco, Nabisco, Inc. and the other members of the Nabisco Tax Group against
the imposition of tax on gain with respect to the stock of Nabisco arising as a
result of the Internal Distribution or gain with respect to the stock of RJRN
arising as a result of the Distribution, in each case under Section 311(b) or
under Section 355 of the Code except to the extent the Internal Distribution or
the Distribution is taxable by reason of a breach by RJRN or any other member of
the RJRN Tax Group of any representation or covenant made by any member of the
RJRN Tax Group in this Agreement.


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                                   ARTICLE VI

         A new Section 7.08 of the Tax Sharing Agreement is added to read as
follows:

         Section 7.08. Additional Arrangements Between Holdings and Nabisco.
Notwithstanding any other provision of this Agreement, (i) Holdings shall notify
Nabisco of any audit or other proceeding (A) which could give rise to liability
for, or an obligation on the part of any member of the Nabisco Tax Group to
indemnify for, Taxes or (B) which could materially affect any member of the
Nabisco Tax Group in any taxable year, whether ending before, on or after the
Nabisco Deconsolidation, (ii) Nabisco shall have a right to participate with its
own counsel and at its own expense in any such audit or proceeding, and (iii)
Holdings and Nabisco shall submit any dispute relating to the conduct or
settlement of such audit or proceeding or to the interpretation and application
of this Agreement (including, without limitation, any dispute as to a party's
responsibility for the payment of Taxes, for the indemnification of Taxes, or
with respect to any item which could materially affect any member of the Nabisco
Tax Group in any taxable year, whether ending before, on or after the Nabisco
Deconsolidation) to binding, third-party arbitration.

                                   ARTICLE VII

         A new sentence is added at the end of Section 11.02 of the Tax Sharing
Agreement to read as follows:

To the extent that Section 7.08 applies to a disagreement or dispute (or a
portion thereof), Section 7.08 shall govern such disagreement or dispute (or
such portion) notwithstanding anything in this Section 11.02 to the contrary.

                                  ARTICLE VIII

         This amendment shall be effective as if originally included in the Tax
Sharing Agreement.


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         IN WITNESS WHEREOF, the parties to this Amendment to Tax Sharing
Agreement have caused this Amendment to Tax Sharing Agreement to be duly
executed by their respective authorized officers as of the date first above
written.

                                    NABISCO GROUP HOLDINGS CORP.

                                    By
                                      ----------------------------------
                                      Name:
                                      Title:

                                    R.J. REYNOLDS TOBACCO HOLDINGS, INC.

                                    By
                                      ----------------------------------
                                      Name:
                                      Title:

                                    NABISCO HOLDINGS CORP.

                                    By
                                      ----------------------------------
                                      Name:
                                      Title:

                                    R.J. REYNOLDS TOBACCO COMPANY

                                    By
                                      ----------------------------------
                                      Name:
                                      Title:


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