# Exhibit 99.2

[Name of Shareholder]

(Note: Stockholders are requested to
sign, date and return this Proxy promptly in the enclosed stamped envelope, addressed to
Secretary, Remington Arms Company, Inc., 870 Remington Drive, Madison, North Carolina
27025.

RACI HOLDING, INC.

PROXY

KNOW
ALL MEN BY THESE PRESENTS, That the undersigned hereby constitutes and appoints Leon J.
(Bill) Hendrix, Jr., Chairman and Thomas L. Millner, President and CEO, or either of them,
with power of substitution, attorneys and proxies to appear and vote all of the shares of
stock standing in the name of the undersigned, at the Annual Meeting of Stockholders of
RACI Holding, Inc., to be held on Thursday, February 10, 2005 at the office of Clayton,
Dubilier & Rice, 375 Park Avenue, New York, NY 10152, commencing at 8:30 a.m., and at
any and all adjournments thereof; and the undersigned hereby instructs said proxies to
vote:

`(1)      To elect the following  twelve (12)  Directors to serve until the next Annual  Meeting of  Stockholders  and until
                  their successors are duly elected and qualified:
                  Leon J. (Bill) Hendrix,  Thomas L. Millner,  Thomas E. Ireland,  III,  Richard A.  Gilleland,  Richard E.
                  Heckert,  Hubbard C. Howe, Bobby R. Brown,  Michael G. Babiarz, H. Norman  Schwarzkopf,  B. Charles Ames,
                  Thomas L'Esperance, and Stephen C. Sherrill.

                  |_|  FOR all nominees     |_|  WITHHOLD AUTHORITY to vote for all nominees
                  |_|  FOR all nominees except for the following: _________________________________

(2)      To ratify the appointment of PricewaterhouseCoopers  L.L.P., as the Company's independent auditors for the current
                  fiscal year.

                  |_|  FOR          |_|  AGAINST              |_|  ABSTAIN`

`Dated this ____ day of ____________, 200__.


____________________________________
 (Signature)

____________________________________
Name of Stockholder (please print)

____________________________________
Name and title of signatory (if Stockholder
is a corporation, partnership, trust or other
entity)


No. of Shares:  ____`

THIS PROXY IS SOLICITED
ON BEHALF OF THE MANAGEMENT

OF RACI HOLDING, INC.



Exhibit 99.3

January 4, 2005

To
the Stockholders of                     RACI Holding, Inc.:

# NOTICE OF ANNUAL

# MEETING OF STOCKHOLDERS

Notice
is hereby given that the Annual Meeting of Stockholders of RACI Holding, Inc., a Delaware
corporation, will be held on Thursday, February 10, 2005 at the office of Clayton,
Dubilier & Rice, 375 Park Avenue, New York, NY 10152, commencing at 8:30 a.m., for the
following purposes:

| | (1) | To elect a Board of twelve (12) Directors for RACI Holding, Inc., each to serve
               until the next Annual Meeting of Stockholders and until a successor shall have
               been duly elected and qualified;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | To ratify the appointment of the Auditors for RACI Holding, Inc.; and
| | --- | ---------------------------------------------------------------------

| | (3) | To transact such other business as may properly come before the meeting or any
               adjournment thereof.
| | --- | ------------------------------------------------------------------------------------------------------------------

In
accordance with the By-Laws of RACI Holding, Inc., the close of business on January 1,
2005, has been fixed as the record date for the determination of the stockholders entitled
to notice of, and to vote at, such meeting and any adjournment thereof.

`By order of the Board of Directors
                                               --------------------------------------------------------

                                               --------------------------------------------------------
                                                   /S/  Stephen P. Jackson, Jr.
                                                   Stephen P. Jackson, Jr., Secretary`

# IMPORTANT

All
Stockholders are urged to fill in, date, sign and return the enclosed proxy promptly in
the envelope herewith to which no additional postage need be affixed if mailed in the
United States.