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By-laws - REYNOLDS AMERICAN INC - 2-24-1994

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By-laws - REYNOLDS AMERICAN INC - 2-24-1994 Powered By Docstoc
					RJR NABISCO HOLDINGS CORP. BY-LAWS As Amended Effective January 20, 1994 ARTICLE I MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings. Meetings of stockholders of the Corporation shall be held at such place either within or without the State of Delaware as the Board of Directors may determine. Section 2. Annual and Special Meetings. Annual meetings of stockholders shall be held, at a date, time and place fixed by the Board of Directors and stated in the notice of meeting, to elect a Board of Directors and to transact such other business as may properly come before the meeting. Special meetings of stockholders may be called by the Chairman for any purpose and shall be called by the Chairman or the Secretary if directed by the Board of Directors or requested in writing by the holders of not less than 25% of the common stock of the Corporation. Each such stockholder request shall state the purpose of the proposed meeting. Section 3. Notice. Except as otherwise provided by law or by the Certificate of Incorporation, written notice shall be given to each stockholder entitled to vote at least 10 and not more than 60 days before each meeting of stockholders, such notice to include the time, date and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Section 4. Quorum. At any meeting of stockholders, the holders of record, present in person or by proxy, of a majority of the Corporation's stock issued and outstanding and entitled to vote shall constitute a quorum for the transaction of business, except as otherwise provided by law or by the Certificate of Incorporation. In the absence of a quorum, any officer entitled to preside at or to act as secretary of the meeting shall have power to adjourn the meeting from time to time until a quorum is present. Section 5. Conduct of Meeting and Order of Business. The Chairman or, in his absence, the President, shall act as chairman at all meetings of stockholders. The Secretary of the Corporation or, in his absence, an Assistant Secretary shall act as secretary at all meetings of stockholders. The chairman of the meeting shall have the right and authority to determine and maintain the rules, regulations and procedures for the proper conduct of the meeting, including but not limited to restricting entry to the meeting after it has commenced, maintaining order and the safety of those in attendance, opening and closing the polls for voting, dismissing business not properly submitted, and limiting time allowed for discussion of the business of the meeting. Business to be conducted at annual meetings of stockholders shall be limited to that properly submitted to the meeting either by or at the direction of the Board of Directors or by any stockholder of the Corporation who shall be entitled to vote at such meeting and who complies with the notice requirements set forth in Section 6 of this Article I. If the chairman of the meeting shall determine that any business was not properly submitted in accordance with the terms of Section 6 of this Article I, he shall declare to the meeting that such business was not properly submitted and would not be transacted at that meeting. Section 6. Advance Notice of Stockholder Proposals. In order to properly submit any business to an annual meeting of stockholders, a stockholder must give timely notice in writing to the Secretary of the Corporation. To be considered timely, a stockholder's notice must be delivered either in person or by United States certified mail, postage prepaid, and received at the principal executive offices of the Corporation (a) not less than 120 days nor more than 150 days before the first anniversary date of the Corporation's proxy statement in connection with the last annual meeting of stockholders or (b) if no annual meeting was held in the previous year or the date of the applicable annual meeting has been changed by more than 30 days from the date contemplated at the time of the previous year's proxy statement, not less than a reasonable time, as determined by the Board of Directors, prior to the date of the applicable annual meeting.

Section 5. Conduct of Meeting and Order of Business. The Chairman or, in his absence, the President, shall act as chairman at all meetings of stockholders. The Secretary of the Corporation or, in his absence, an Assistant Secretary shall act as secretary at all meetings of stockholders. The chairman of the meeting shall have the right and authority to determine and maintain the rules, regulations and procedures for the proper conduct of the meeting, including but not limited to restricting entry to the meeting after it has commenced, maintaining order and the safety of those in attendance, opening and closing the polls for voting, dismissing business not properly submitted, and limiting time allowed for discussion of the business of the meeting. Business to be conducted at annual meetings of stockholders shall be limited to that properly submitted to the meeting either by or at the direction of the Board of Directors or by any stockholder of the Corporation who shall be entitled to vote at such meeting and who complies with the notice requirements set forth in Section 6 of this Article I. If the chairman of the meeting shall determine that any business was not properly submitted in accordance with the terms of Section 6 of this Article I, he shall declare to the meeting that such business was not properly submitted and would not be transacted at that meeting. Section 6. Advance Notice of Stockholder Proposals. In order to properly submit any business to an annual meeting of stockholders, a stockholder must give timely notice in writing to the Secretary of the Corporation. To be considered timely, a stockholder's notice must be delivered either in person or by United States certified mail, postage prepaid, and received at the principal executive offices of the Corporation (a) not less than 120 days nor more than 150 days before the first anniversary date of the Corporation's proxy statement in connection with the last annual meeting of stockholders or (b) if no annual meeting was held in the previous year or the date of the applicable annual meeting has been changed by more than 30 days from the date contemplated at the time of the previous year's proxy statement, not less than a reasonable time, as determined by the Board of Directors, prior to the date of the applicable annual meeting. Nomination of persons for election to the Board of Directors may be made by the Board of Directors or any committee designated by the Board of Directors or by any stockholder entitled to vote for the election of directors at the applicable meeting of stockholders. However, nominations other than those made by the Board of Directors or its designated committee must comply with the procedures set forth in this Section 6, and no person shall be eligible for election as a director unless nominated in accordance with the terms of this Section 6.

A stockholder may nominate a person or persons for election to the Board of Directors by giving written notice to the Secretary of the Corporation in accordance with the procedures set forth above. In addition to the timeliness requirements set forth above for notice to the Corporation by a stockholder of business to be submitted at an annual meeting of stockholders, with respect to any special meeting of stockholders called for the election of directors, written notice must be delivered in the manner specified above and not later than the close of business on the seventh day following the date on which notice of such meeting is first given to stockholders. The Secretary of the Corporation shall deliver any stockholder proposals and nominations received in a timely manner for review by the Board of Directors or a committee designated by the Board of Directors. A stockholder's notice to submit business to an annual meeting of stockholders shall set forth (i) the name and address of the stockholder, (ii) the class and number of shares of stock beneficially owned by such stockholder, (iii) the name in which such shares are registered on the stock transfer books of the Corporation, (iv) a representation that the stockholder intends to appear at the meeting in person or by proxy to submit the business specified in such notice, (v) any material interest of the stockholder in the business to be submitted and (vi) a brief description of the business desired to be submitted to the annual meeting, including the complete text of any resolutions to be presented at the annual meeting, and the reasons for conducting such business at the annual meeting. In addition, the stockholder making such proposal shall promptly provide any other information reasonably requested by the Corporation. In addition to the information required above to be given by a stockholder who intends to submit business to a meeting of stockholders, if the business to be submitted is the nomination of a person or persons for election to the Board of Directors then such stockholder's notice must also set forth, as to each person whom the stockholder proposes to nominate for election as a director, (a) the name, age, business address and, if known, residence address of such person, (b) the principal occupation or employment of such person, (c) the class and number of shares of stock of the Corporation which are beneficially owned by such person, (d) any other

A stockholder may nominate a person or persons for election to the Board of Directors by giving written notice to the Secretary of the Corporation in accordance with the procedures set forth above. In addition to the timeliness requirements set forth above for notice to the Corporation by a stockholder of business to be submitted at an annual meeting of stockholders, with respect to any special meeting of stockholders called for the election of directors, written notice must be delivered in the manner specified above and not later than the close of business on the seventh day following the date on which notice of such meeting is first given to stockholders. The Secretary of the Corporation shall deliver any stockholder proposals and nominations received in a timely manner for review by the Board of Directors or a committee designated by the Board of Directors. A stockholder's notice to submit business to an annual meeting of stockholders shall set forth (i) the name and address of the stockholder, (ii) the class and number of shares of stock beneficially owned by such stockholder, (iii) the name in which such shares are registered on the stock transfer books of the Corporation, (iv) a representation that the stockholder intends to appear at the meeting in person or by proxy to submit the business specified in such notice, (v) any material interest of the stockholder in the business to be submitted and (vi) a brief description of the business desired to be submitted to the annual meeting, including the complete text of any resolutions to be presented at the annual meeting, and the reasons for conducting such business at the annual meeting. In addition, the stockholder making such proposal shall promptly provide any other information reasonably requested by the Corporation. In addition to the information required above to be given by a stockholder who intends to submit business to a meeting of stockholders, if the business to be submitted is the nomination of a person or persons for election to the Board of Directors then such stockholder's notice must also set forth, as to each person whom the stockholder proposes to nominate for election as a director, (a) the name, age, business address and, if known, residence address of such person, (b) the principal occupation or employment of such person, (c) the class and number of shares of stock of the Corporation which are beneficially owned by such person, (d) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors or is otherwise required by the rules and regulations of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934, as amended, (e) the written consent of such person to be named in the proxy statement as a nominee

and to serve as a director if elected and (f) a description of all arrangements or understandings between such stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such stockholder. Any person nominated for election as director by the Board of Directors or any committee designated by the Board of Directors shall, upon the request of the Board of Directors or such committee, furnish to the Secretary of the Corporation all such information pertaining to such person that is required to be set forth in a stockholder's notice of nomination. Notwithstanding the foregoing provisions of this Section 6, a stockholder who seeks to have any proposal included in the Corporation's proxy statement shall comply with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended. Section 7. Voting. Except as otherwise provided by law or by the Certificate of Incorporation, all matters submitted to a meeting of stockholders shall be decided by vote of the holders of record, present in person or by proxy, of a majority of the Corporation's stock issued and outstanding and entitled to vote. A proxy shall be executed in writing by the stockholder or by his duly authorized attorney-in-fact and shall be delivered to the secretary of the meeting at or prior to the time designated by the chairman of the meeting. No stockholder may designate more than four persons to act on his behalf at a meeting of stockholders. Section 8. Inspectors of Election. Prior to any meeting of stockholders, the Board of Directors shall appoint one or more inspectors to act at the meeting and make a written report thereof in accordance with the Delaware General Corporation Law. The Board of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. Each inspector, before entering upon the discharge of his duties, shall take

and to serve as a director if elected and (f) a description of all arrangements or understandings between such stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such stockholder. Any person nominated for election as director by the Board of Directors or any committee designated by the Board of Directors shall, upon the request of the Board of Directors or such committee, furnish to the Secretary of the Corporation all such information pertaining to such person that is required to be set forth in a stockholder's notice of nomination. Notwithstanding the foregoing provisions of this Section 6, a stockholder who seeks to have any proposal included in the Corporation's proxy statement shall comply with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended. Section 7. Voting. Except as otherwise provided by law or by the Certificate of Incorporation, all matters submitted to a meeting of stockholders shall be decided by vote of the holders of record, present in person or by proxy, of a majority of the Corporation's stock issued and outstanding and entitled to vote. A proxy shall be executed in writing by the stockholder or by his duly authorized attorney-in-fact and shall be delivered to the secretary of the meeting at or prior to the time designated by the chairman of the meeting. No stockholder may designate more than four persons to act on his behalf at a meeting of stockholders. Section 8. Inspectors of Election. Prior to any meeting of stockholders, the Board of Directors shall appoint one or more inspectors to act at the meeting and make a written report thereof in accordance with the Delaware General Corporation Law. The Board of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his ability.

ARTICLE II DIRECTORS Section 1. Number, Election and Removal of Directors. The number of Directors that shall constitute the Board of Directors shall be not less than one nor more than seventeen. The first Board of Directors shall consist of three Directors. Thereafter, within the limits specified above, the number of Directors shall be determined by the Board of Directors or by the stockholders. The Directors shall be elected by the stockholders at their annual meeting and shall serve until the next annual meeting of stockholders and until their successors are elected and shall qualify. Vacancies and newly created directorships resulting from any increase in the number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by the sole remaining Director or by the stockholders, and any Director so chosen shall serve until the next annual meeting of stockholders and until his successor shall be elected and shall qualify. A Director may be removed with or without cause by the stockholders. Section 2. Meetings. Regular meetings of the Board of Directors shall be held at such times and places as may from time to time be fixed by the Board of Directors or as may be specified in a notice of meeting. Special meetings of the Board of Directors may be held at any time upon the call of the Chairman and shall be called by the Chairman or the Secretary if directed by the Board of Directors. A meeting of the Board of Directors may be held without notice immediately after the annual meeting of stockholders. Notice need not be given of regular or special meetings of the Board of Directors. Section 3. Quorum. One-third of the total number of Directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such a quorum is present. Except as otherwise provided by law, the Certificate of Incorporation of the Corporation, these ByLaws or any contract or agreement to which the Corporation is a party, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.

ARTICLE II DIRECTORS Section 1. Number, Election and Removal of Directors. The number of Directors that shall constitute the Board of Directors shall be not less than one nor more than seventeen. The first Board of Directors shall consist of three Directors. Thereafter, within the limits specified above, the number of Directors shall be determined by the Board of Directors or by the stockholders. The Directors shall be elected by the stockholders at their annual meeting and shall serve until the next annual meeting of stockholders and until their successors are elected and shall qualify. Vacancies and newly created directorships resulting from any increase in the number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by the sole remaining Director or by the stockholders, and any Director so chosen shall serve until the next annual meeting of stockholders and until his successor shall be elected and shall qualify. A Director may be removed with or without cause by the stockholders. Section 2. Meetings. Regular meetings of the Board of Directors shall be held at such times and places as may from time to time be fixed by the Board of Directors or as may be specified in a notice of meeting. Special meetings of the Board of Directors may be held at any time upon the call of the Chairman and shall be called by the Chairman or the Secretary if directed by the Board of Directors. A meeting of the Board of Directors may be held without notice immediately after the annual meeting of stockholders. Notice need not be given of regular or special meetings of the Board of Directors. Section 3. Quorum. One-third of the total number of Directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such a quorum is present. Except as otherwise provided by law, the Certificate of Incorporation of the Corporation, these ByLaws or any contract or agreement to which the Corporation is a party, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. Section 4. Executive Committee. The Board of Directors, by resolution adopted by a majority of the entire Board, may appoint from among its members an Executive Committee consisting of the Chairman and at least three other Directors. Meetings of the Executive Committee shall be held without notice at such dates, times and places as shall be determined by the Executive Committee. The Executive Committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation that are permitted by law to be exercised by a committee of the Board of Directors, including the power to declare dividends, to authorize the issuance of stock and to adopt a certificate of ownership and merger of parent corporation and subsidiary or subsidiaries; provided, however, that the Executive Committee shall not have the power or authority of the Board of Directors in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation with respect to the Corporation, recommending to the stockholders the sale, lease or exchange of all or substantially all the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amending the By-Laws of the Corporation or adopting a certificate of ownership and merger of the Corporation (other than a certificate of ownership and merger of parent corporation and subsidiary or subsidiaries). The majority of the members of the Executive Committee shall constitute a quorum. Minutes shall be kept of the proceedings of the Executive Committee, which shall be reported at meetings of the Board of Directors. The Executive Committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors of the Corporation, fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series. Section 5. Other Committees of Directors. The Board of Directors may, by resolution adopted by a majority of the Board of Directors, designate one or more other committees to have and exercise such power and authority as the Board of Directors shall specify. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act at the meeting in place of any such absent or disqualified member.

Section 4. Executive Committee. The Board of Directors, by resolution adopted by a majority of the entire Board, may appoint from among its members an Executive Committee consisting of the Chairman and at least three other Directors. Meetings of the Executive Committee shall be held without notice at such dates, times and places as shall be determined by the Executive Committee. The Executive Committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation that are permitted by law to be exercised by a committee of the Board of Directors, including the power to declare dividends, to authorize the issuance of stock and to adopt a certificate of ownership and merger of parent corporation and subsidiary or subsidiaries; provided, however, that the Executive Committee shall not have the power or authority of the Board of Directors in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation with respect to the Corporation, recommending to the stockholders the sale, lease or exchange of all or substantially all the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amending the By-Laws of the Corporation or adopting a certificate of ownership and merger of the Corporation (other than a certificate of ownership and merger of parent corporation and subsidiary or subsidiaries). The majority of the members of the Executive Committee shall constitute a quorum. Minutes shall be kept of the proceedings of the Executive Committee, which shall be reported at meetings of the Board of Directors. The Executive Committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors of the Corporation, fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series. Section 5. Other Committees of Directors. The Board of Directors may, by resolution adopted by a majority of the Board of Directors, designate one or more other committees to have and exercise such power and authority as the Board of Directors shall specify. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act at the meeting in place of any such absent or disqualified member.

ARTICLE III OFFICERS Section 1. Description and Terms. The officers of the Corporation shall be the Chairman, who shall be the Chief Executive Officer of the Company, a President, a Secretary, a Treasurer and such other additional officers with such titles as the Board of Directors shall determine, all of whom shall be chosen by and serve at the pleasure of the Board of Directors; provided that the Chairman may appoint Senior Vice Presidents, Vice Presidents or Assistant Officers at his discretion. Subject to such limitations as may be imposed by the Board of Directors, the Chairman shall, acting singly have full executive power and authority with respect to the Company. The President shall have all the power and authority reserved to the office of President under Delaware Law as well as such additional powers and authority as the Chairman may determine. In addition, in the absence or incapacitation of the Chairman, the President shall have all the power and authority of the Chairman. Other officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. All officers shall be subject to the supervision and direction of the Board of Directors. The authority, duties or responsibilities of any officer of the Corporation may be suspended by the Chairman with or without cause. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause. Subject to such limitations as the Board of Directors may provide, each officer may further delegate to any other officer or any employee or agent of the Corporation such portions of their authority as the officer shall deem appropriate, subject to such limitation as the officer shall specify, and may revoke such authority at any time. Section 2. Stockholder Consents and Proxies. The Chairman, the President, the Secretary and the Treasurer, or any one of them, shall have the power and authority on behalf of the Corporation to execute any stockholders' consents or proxies and to attend and act and vote in person or by proxy at any meetings of stockholders of any corporation in which the Corporation may own stock, and at any such meetings shall possess and may exercise any and all of the rights and powers incident to the ownership of such stock which as the owner thereof the Corporation might have possessed and executed if present. The Board of Directors by resolution from time to time may confer like powers upon any other officer.

ARTICLE III OFFICERS Section 1. Description and Terms. The officers of the Corporation shall be the Chairman, who shall be the Chief Executive Officer of the Company, a President, a Secretary, a Treasurer and such other additional officers with such titles as the Board of Directors shall determine, all of whom shall be chosen by and serve at the pleasure of the Board of Directors; provided that the Chairman may appoint Senior Vice Presidents, Vice Presidents or Assistant Officers at his discretion. Subject to such limitations as may be imposed by the Board of Directors, the Chairman shall, acting singly have full executive power and authority with respect to the Company. The President shall have all the power and authority reserved to the office of President under Delaware Law as well as such additional powers and authority as the Chairman may determine. In addition, in the absence or incapacitation of the Chairman, the President shall have all the power and authority of the Chairman. Other officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. All officers shall be subject to the supervision and direction of the Board of Directors. The authority, duties or responsibilities of any officer of the Corporation may be suspended by the Chairman with or without cause. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause. Subject to such limitations as the Board of Directors may provide, each officer may further delegate to any other officer or any employee or agent of the Corporation such portions of their authority as the officer shall deem appropriate, subject to such limitation as the officer shall specify, and may revoke such authority at any time. Section 2. Stockholder Consents and Proxies. The Chairman, the President, the Secretary and the Treasurer, or any one of them, shall have the power and authority on behalf of the Corporation to execute any stockholders' consents or proxies and to attend and act and vote in person or by proxy at any meetings of stockholders of any corporation in which the Corporation may own stock, and at any such meetings shall possess and may exercise any and all of the rights and powers incident to the ownership of such stock which as the owner thereof the Corporation might have possessed and executed if present. The Board of Directors by resolution from time to time may confer like powers upon any other officer.

ARTICLE IV INDEMNIFICATION To the fullest extent permitted by the Delaware General Corporation Law, the Corporation shall indemnify any current or former Director or officer of the Corporation and may, at the discretion of the Board of Directors, indemnify any current or former employee or agent of the Corporation against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the Corporation or otherwise, to which he was or is a party or is threatened to be made a party by reason of his current or former position with the Corporation or by reason of the fact that he is or was serving, at the request of the Corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. ARTICLE V GENERAL PROVISIONS Section 1. Notices. Whenever any statute, the Certificate of Incorporation or these By-Laws require notice to be given to any Director or stockholder, such notice to be given in writing by mail, addressed to such Director or stockholder at his address as it appears on the records of the Corporation, with postage thereon prepaid. Such notice shall be deemed to have been given when it is deposited in the United States mail. Notice to Directors may also be given by telegram or facsimile transmission or be delivered personally or by telephone. Section 2. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors. Section 3. Certificates of Stock. Certificates representing shares of the Corporation shall be signed by the Chairman and by the Secretary or an Assistant Secretary. Any and all signatures on such certificates, including

ARTICLE IV INDEMNIFICATION To the fullest extent permitted by the Delaware General Corporation Law, the Corporation shall indemnify any current or former Director or officer of the Corporation and may, at the discretion of the Board of Directors, indemnify any current or former employee or agent of the Corporation against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the Corporation or otherwise, to which he was or is a party or is threatened to be made a party by reason of his current or former position with the Corporation or by reason of the fact that he is or was serving, at the request of the Corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. ARTICLE V GENERAL PROVISIONS Section 1. Notices. Whenever any statute, the Certificate of Incorporation or these By-Laws require notice to be given to any Director or stockholder, such notice to be given in writing by mail, addressed to such Director or stockholder at his address as it appears on the records of the Corporation, with postage thereon prepaid. Such notice shall be deemed to have been given when it is deposited in the United States mail. Notice to Directors may also be given by telegram or facsimile transmission or be delivered personally or by telephone. Section 2. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors. Section 3. Certificates of Stock. Certificates representing shares of the Corporation shall be signed by the Chairman and by the Secretary or an Assistant Secretary. Any and all signatures on such certificates, including signatures of officers, transfer agents and registrars, may be facsimile.

RJR NABISCO, INC. BY-LAWS As Amended Effective January 20, 1994 ARTICLE I MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings. Meetings of the stockholders of the Corporation shall be held at such place either within or without the State of Delaware as the Board of Directors may determine. Section 2. Annual and Special Meetings. Annual meetings of stockholders shall be held, at a date, time and place fixed by the Board of Directors and stated in the notice of meeting, to elect a Board of Directors and to transact such other business as may properly come before the meeting. Special meetings of the stockholders may be called by the Chairman for any purpose and shall be called by the Chairman or the Secretary if directed by the Board of Directors or requested in writing by the holders of not less than 25% of the common stock of the Corporation. Each such stockholder request shall state the purpose of the proposed meeting. Section 3. Notice. Except as otherwise provided by law or by the Certificate of Incorporation, at least 10 and not more than 60 days before each meeting of stockholders, written notice of the time, date and place of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder. Section 4. Quorum. At any meeting of stockholders, the holders of record, present in person or by proxy, of a majority of the Corporation's issued and outstanding common stock shall constitute a quorum for the transaction

RJR NABISCO, INC. BY-LAWS As Amended Effective January 20, 1994 ARTICLE I MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings. Meetings of the stockholders of the Corporation shall be held at such place either within or without the State of Delaware as the Board of Directors may determine. Section 2. Annual and Special Meetings. Annual meetings of stockholders shall be held, at a date, time and place fixed by the Board of Directors and stated in the notice of meeting, to elect a Board of Directors and to transact such other business as may properly come before the meeting. Special meetings of the stockholders may be called by the Chairman for any purpose and shall be called by the Chairman or the Secretary if directed by the Board of Directors or requested in writing by the holders of not less than 25% of the common stock of the Corporation. Each such stockholder request shall state the purpose of the proposed meeting. Section 3. Notice. Except as otherwise provided by law or by the Certificate of Incorporation, at least 10 and not more than 60 days before each meeting of stockholders, written notice of the time, date and place of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder. Section 4. Quorum. At any meeting of stockholders, the holders of record, present in person or by proxy, of a majority of the Corporation's issued and outstanding common stock shall constitute a quorum for the transaction of business, except as otherwise provided by law or by the Certificate of Incorporation. In the absence of a quorum, any officer entitled to preside at or to act as secretary of the meeting shall have power to adjourn the meeting from time to time until a quorum is present. Section 5. Voting. Except as otherwise provided by law or by the Certificate of Incorporation, all matters submitted to a meeting of stockholders shall be decided by vote of the holders of record, present in person or by proxy, of a majority of the Corporation's issued and outstanding common stock. The date and time of the opening and closing of the polls for each matter upon which stockholders will vote shall be announced at the meeting. Section 6. Inspectors of Election. Prior to any meeting of the stockholders, the Board of Directors shall appoint one or more inspectors to act at the meeting and make a written report thereof in accordance with the Delaware General Corporation Law. The Board of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his ability. ARTICLE II DIRECTORS Section 1. Number, Election and Removal of Directors. The number of Directors that shall constitute the Board of Directors shall be not less than one nor more than seventeen. The first Board of Directors shall consist of three Directors. Thereafter, within the limits specified above, the number of Directors shall be determined by the Board of Directors or by the stockholders. The Directors shall be elected by the stockholders at their annual meeting and shall serve until the next annual meeting of the stockholders and until their successors are elected and shall qualify. Vacancies and newly created directorships resulting from any increase in the number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by the sole remaining Director or by the stockholders, and any Director so chosen shall serve until the next annual meeting of the stockholders and until his successor shall be elected and shall qualify. A Director may be removed with or without cause by the stockholders.

Section 5. Voting. Except as otherwise provided by law or by the Certificate of Incorporation, all matters submitted to a meeting of stockholders shall be decided by vote of the holders of record, present in person or by proxy, of a majority of the Corporation's issued and outstanding common stock. The date and time of the opening and closing of the polls for each matter upon which stockholders will vote shall be announced at the meeting. Section 6. Inspectors of Election. Prior to any meeting of the stockholders, the Board of Directors shall appoint one or more inspectors to act at the meeting and make a written report thereof in accordance with the Delaware General Corporation Law. The Board of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his ability. ARTICLE II DIRECTORS Section 1. Number, Election and Removal of Directors. The number of Directors that shall constitute the Board of Directors shall be not less than one nor more than seventeen. The first Board of Directors shall consist of three Directors. Thereafter, within the limits specified above, the number of Directors shall be determined by the Board of Directors or by the stockholders. The Directors shall be elected by the stockholders at their annual meeting and shall serve until the next annual meeting of the stockholders and until their successors are elected and shall qualify. Vacancies and newly created directorships resulting from any increase in the number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by the sole remaining Director or by the stockholders, and any Director so chosen shall serve until the next annual meeting of the stockholders and until his successor shall be elected and shall qualify. A Director may be removed with or without cause by the stockholders. Section 2. Meetings. Regular meetings of the Board of Directors shall be held at such times and places as may from time to time be fixed by the Board of Directors or as may be specified in a notice of meeting. Special meetings of the Board of Directors may be held at any time upon the call of the Chairman and shall be called by the Chairman or the Secretary if directed by the Board of Directors. A meeting of the Board of Directors may be held 2

without notice immediately after the annual meeting of the stockholders. Notice need not be given of regular or special meetings of the Board of Directors. Section 3. Quorum. One-third of the total number of Directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such a quorum is present. Except as otherwise provided by law, the Certificate of Incorporation of the Corporation, these ByLaws or any contract or agreement to which the Corporation is a party, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. Section 4. Executive Committee. The Board of Directors, by resolution adopted by a majority of the entire Board, may appoint from among its members an Executive Committee consisting of the Chairman and at least three other Directors. Meetings of the Executive Committee shall be held without notice as such dates, times and places as shall be determined by the Executive Committee. The Executive Committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation that are permitted by law to be exercised by a committee of the Board of Directors, including the power to declare dividends, to authorize the issuance of stock and to adopt a certificate of ownership and merger of parent corporation and subsidiary or subsidiaries; provided, however, that the Executive Committee shall not have the power or authority of the Board of Directors in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation with respect to the Corporation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amending the

without notice immediately after the annual meeting of the stockholders. Notice need not be given of regular or special meetings of the Board of Directors. Section 3. Quorum. One-third of the total number of Directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such a quorum is present. Except as otherwise provided by law, the Certificate of Incorporation of the Corporation, these ByLaws or any contract or agreement to which the Corporation is a party, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. Section 4. Executive Committee. The Board of Directors, by resolution adopted by a majority of the entire Board, may appoint from among its members an Executive Committee consisting of the Chairman and at least three other Directors. Meetings of the Executive Committee shall be held without notice as such dates, times and places as shall be determined by the Executive Committee. The Executive Committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation that are permitted by law to be exercised by a committee of the Board of Directors, including the power to declare dividends, to authorize the issuance of stock and to adopt a certificate of ownership and merger of parent corporation and subsidiary or subsidiaries; provided, however, that the Executive Committee shall not have the power or authority of the Board of Directors in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation with respect to the Corporation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amending the By-Laws of the Corporation or adopting a certificate of ownership and merger of the Corporation (other than a certificate of ownership and merger of parent corporation and subsidiary or subsidiaries). The majority of the members of the Executive Committee shall constitute a quorum. Minutes shall be kept of the proceedings of the Executive Committee, which shall be reported at meetings of the Board of Directors. The Executive Committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors of the Corporation, fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the 3

number of shares of any series of stock or authorized the increase or decrease of the shares of any series. Section 5. Other Committees of Directors. The Board of Directors may, by resolution adopted by a majority of the Board of Directors, designate one or more other committees to have and exercise such power and authority as the Board of Directors shall specify. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act at the meeting in place of any such absent or disqualified member. ARTICLE III OFFICERS Section 1. Description and Terms. The officers of the Corporation shall be the Chairman, who shall be the Chief Executive Officer of the Company, a President, a Secretary, a Treasurer and other such additional officers with such titles as the Board of Directors shall determine, all of whom shall be chosen by and serve at the pleasure of the Board; provided that the Chairman may appoint Senior Vice Presidents, Vice Presidents or Assistant officers at his discretion. Subject to such limitations as may be imposed by the Board of Directors, the Chairman has full executive power and authority with respect to the Company. The President shall have all of the power and authority reserved to the office of President under Delaware Law as well as such additional powers and authority as the Chairman may determine. In addition, in the absence or incapacitation of the Chairman, the President shall have all the power and authority of the Chairman. Other officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. All officers shall be subject to the supervision and direction of

number of shares of any series of stock or authorized the increase or decrease of the shares of any series. Section 5. Other Committees of Directors. The Board of Directors may, by resolution adopted by a majority of the Board of Directors, designate one or more other committees to have and exercise such power and authority as the Board of Directors shall specify. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act at the meeting in place of any such absent or disqualified member. ARTICLE III OFFICERS Section 1. Description and Terms. The officers of the Corporation shall be the Chairman, who shall be the Chief Executive Officer of the Company, a President, a Secretary, a Treasurer and other such additional officers with such titles as the Board of Directors shall determine, all of whom shall be chosen by and serve at the pleasure of the Board; provided that the Chairman may appoint Senior Vice Presidents, Vice Presidents or Assistant officers at his discretion. Subject to such limitations as may be imposed by the Board of Directors, the Chairman has full executive power and authority with respect to the Company. The President shall have all of the power and authority reserved to the office of President under Delaware Law as well as such additional powers and authority as the Chairman may determine. In addition, in the absence or incapacitation of the Chairman, the President shall have all the power and authority of the Chairman. Other officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. All officers shall be subject to the supervision and direction of the Board of Directors. The authority, duties or responsibilities of any officer of the Corporation may be suspended by the Chairman with or without cause. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause. Subject to such limitations as the Board of Directors may provide, each officer may further delegate to any other officer or any employee or agent of the Corporation such portions of his authority as the officer shall deem appropriate, subject to such limitation as the officer shall specify, and may revoke such authority at any time. Section 2. Stockholder Consents and Proxies. The Chairman, the President, the Treasurer and the Secretary, or any one of them, shall have the 4

power and authority on behalf of the Corporation to execute any stockholders' consents or proxies and to attend and act and vote in person or by proxy at any meetings of the stockholders of any corporation in which the Corporation may own stock, and at any such meetings shall possess and may exercise any and all of the rights and powers incident to the ownership of such stock which as the owner thereof the Corporation might have possessed and executed if present. The Board of Directors, by resolutions from time to time, may confer like powers upon any other officer. ARTICLE IV INDEMNIFICATION To the fullest extent permitted by the Delaware General Corporation Law, the Corporation shall indemnify any current or former Director or officer of the Corporation and may, at the discretion of the Board of Directors, indemnify any current or former employee or agent of the Corporation against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the Corporation or otherwise, to which he was or is a party or is threatened to be made a party by reason of his current or former position with the Corporation or by reason of the fact that he is or was serving, at the request of the Corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. ARTICLE V

power and authority on behalf of the Corporation to execute any stockholders' consents or proxies and to attend and act and vote in person or by proxy at any meetings of the stockholders of any corporation in which the Corporation may own stock, and at any such meetings shall possess and may exercise any and all of the rights and powers incident to the ownership of such stock which as the owner thereof the Corporation might have possessed and executed if present. The Board of Directors, by resolutions from time to time, may confer like powers upon any other officer. ARTICLE IV INDEMNIFICATION To the fullest extent permitted by the Delaware General Corporation Law, the Corporation shall indemnify any current or former Director or officer of the Corporation and may, at the discretion of the Board of Directors, indemnify any current or former employee or agent of the Corporation against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the Corporation or otherwise, to which he was or is a party or is threatened to be made a party by reason of his current or former position with the Corporation or by reason of the fact that he is or was serving, at the request of the Corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. ARTICLE V GENERAL PROVISIONS Section 1. Notices. Whenever any statute, the Certificate of Incorporation or these By-Laws require notice to be given to any Director or stockholder, such notices may be given in writing by mail, addressed to such Director or stockholder at his address as it appears on the records of the Corporation, with postage thereon prepaid. Such notice shall be deemed to have been given when it is deposited in the United States mail. Notice to Directors may also be given by telegram or facsimile transmission or be delivered personally or by telephone. Section 2. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors. 5

FOURTH AMENDMENT TO THE RJR NABISCO, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN WHEREAS, RJR Nabisco, Inc. has in effect the RJR Nabisco, Inc. Supplemental Executive Retirement Plan ("Plan"); and WHEREAS, in accordance with resolutions authorized by the RJR Employee Benefits Committee on April 20, 1993, this Amendment has been authorized and adopted; and WHEREAS, the Compensation Committee on August 9, 1989 delegated the authority to amend employee plans to the RJR Employee Benefits committee; and WHEREAS, the amendments herein do not violate the prohibitions of section 11(g) of the Plan; NOW, THEREFORE, the Plan is hereby amended January 1, 1991, unless otherwise specified herein, as follows: 1. Effective January 1, 1993, Section 2.3 of the Plan is hereby amended in its entirety to read as follows:

FOURTH AMENDMENT TO THE RJR NABISCO, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN WHEREAS, RJR Nabisco, Inc. has in effect the RJR Nabisco, Inc. Supplemental Executive Retirement Plan ("Plan"); and WHEREAS, in accordance with resolutions authorized by the RJR Employee Benefits Committee on April 20, 1993, this Amendment has been authorized and adopted; and WHEREAS, the Compensation Committee on August 9, 1989 delegated the authority to amend employee plans to the RJR Employee Benefits committee; and WHEREAS, the amendments herein do not violate the prohibitions of section 11(g) of the Plan; NOW, THEREFORE, the Plan is hereby amended January 1, 1991, unless otherwise specified herein, as follows: 1. Effective January 1, 1993, Section 2.3 of the Plan is hereby amended in its entirety to read as follows: "2.3. Final Average Compensation means the Participating Executive's average annual compensation determined in the same manner as "final Average Earnings" is determined under the Retirement Plan for Employees of RJR Nabisco, Inc.; except that the limitations of Internal Revenue Code Section 401(a)(17) shall not be imposed." 2. Section 2.8 of the Plan is hereby amended by replacing the reference therein to "the Organization, Compensation and Nominating Committee" with "the Compensation Committee." 3. Section 2.14 of the Plan is hereby amended to read as follows: "2.14 Participating Company means Nabisco, Inc., Nabisco International, Inc., R. J. Reynolds Tobacco Company, R. J. Reynolds Tobacco International, Inc., and any other Affiliated Company which is designated by the Chief Executive Officer as a Participating Company in this Plan."

4. Section 2.19 of the Plan is hereby amended to correct the reference in the last sentence thereof from "Final Average Coverage Compensation" to "Final Average Covered Compensation." 5. Effective April 1, 1991, Section 3(a) is hereby amended by changing the reference therein from "salary grade 23 or higher" to "salary level D or higher." 6. Section 5 of the Plan is hereby amended by clarifying the reference to "Section 4" in the first sentence thereof so that it reads "Section 4(a), (b), or (c)." 7. Section 6 of the Plan is hereby amended by changing the first sentence thereof to read as follows:

4. Section 2.19 of the Plan is hereby amended to correct the reference in the last sentence thereof from "Final Average Coverage Compensation" to "Final Average Covered Compensation." 5. Effective April 1, 1991, Section 3(a) is hereby amended by changing the reference therein from "salary grade 23 or higher" to "salary level D or higher." 6. Section 5 of the Plan is hereby amended by clarifying the reference to "Section 4" in the first sentence thereof so that it reads "Section 4(a), (b), or (c)." 7. Section 6 of the Plan is hereby amended by changing the first sentence thereof to read as follows: "A Participating Executive whose retirement is postponed beyond his Normal Retirement Age with the written consent of the Chief Executive Officer (or in the case of the Chief Executive Officer, the Committee), may not commence to receive an Executive Plan Benefit until the first day of the month next following his actual retirement date." END OF AMENDMENT

Name of the Optionee: Number of Shares for Which Option may be Exercised: Charles M. Harper 750,000 Grant Date: December 31, 1993 RJR NABISCO HOLDINGS CORP. 1990 LONG TERM INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT WITNESSETH: ARTICLE I GRANT OF OPTION SECTION 1.1 Grant of Option. Pursuant to the provisions of the RJR Nabisco Holdings Corp. 1990 Long Term Incentive Plan (the "Plan"), and for good and valuable consideration, on and as of the date hereof (the "Grant date") RJR Nabisco Holdings Corp. ("Holdings"), in consideration of Optionee's agreement to purchase the Purchased Stock set forth in the Employment Agreement dated May 27, 1993 by and among Holdings, RJR Nabisco, Inc. and the Optionee (the "Employment Agreement"), irrevocably grants (the "Grant") to the Optionee above named the option to purchase any part or all of an aggregate of the number of shares set forth on the first page hereof of its Common Stock upon the terms and conditions set forth in this Agreement and has directed the undersigned officer to execute this Agreement. A copy of the Plan is attached hereto as Exhibit A and made a part of this Agreement with the same effect as if set forth in the Agreement itself. A copy of the Employment Agreement is attached hereto as Exhibit B and made a part of this Agreement with the same effect as if set forth in the Agreement itself. All capitalized terms used below shall have the meaning set forth in the Plan or the Employment Agreement, as the case may be, unless the context requires a different meaning.

Name of the Optionee: Number of Shares for Which Option may be Exercised: Charles M. Harper 750,000 Grant Date: December 31, 1993 RJR NABISCO HOLDINGS CORP. 1990 LONG TERM INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT WITNESSETH: ARTICLE I GRANT OF OPTION SECTION 1.1 Grant of Option. Pursuant to the provisions of the RJR Nabisco Holdings Corp. 1990 Long Term Incentive Plan (the "Plan"), and for good and valuable consideration, on and as of the date hereof (the "Grant date") RJR Nabisco Holdings Corp. ("Holdings"), in consideration of Optionee's agreement to purchase the Purchased Stock set forth in the Employment Agreement dated May 27, 1993 by and among Holdings, RJR Nabisco, Inc. and the Optionee (the "Employment Agreement"), irrevocably grants (the "Grant") to the Optionee above named the option to purchase any part or all of an aggregate of the number of shares set forth on the first page hereof of its Common Stock upon the terms and conditions set forth in this Agreement and has directed the undersigned officer to execute this Agreement. A copy of the Plan is attached hereto as Exhibit A and made a part of this Agreement with the same effect as if set forth in the Agreement itself. A copy of the Employment Agreement is attached hereto as Exhibit B and made a part of this Agreement with the same effect as if set forth in the Agreement itself. All capitalized terms used below shall have the meaning set forth in the Plan or the Employment Agreement, as the case may be, unless the context requires a different meaning. SECTION 1.2 Exercise Price. The exercise price of the shares of Common Stock covered by the Option shall be $6.563 per share without commission or other charge.

SECTION 1.3 Consideration to Holdings. In consideration of the granting of this Option by Holdings, the Optionee agrees to render faithful and efficient services to the Corporation, with such duties and responsibilities the Corporation shall from time to time prescribe, consistent with the terms of the Employment Agreement. Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ of the Corporation or shall interfere with or restrict in any way the rights of the Corporation, which are hereby expressly reserved, to terminate the employment of the Optionee at any time for any reason whatsoever, with or without cause, subject to the terms of the Employment Agreement. SECTION 1.4 Adjustments in Option. Subject to Section 8 of the Plan, in the event that the outstanding shares of the Common Stock subject to the Option are, from time to time, changes into or exchanged for a different number or kind of shares of Holdings or other securities of Holdings or another corporation by reason of a merger, consideration, recapitalization, reclassification, stock split, stock dividend, combination of shares, or otherwise, or in the event of an extraordinary transaction involving the Holdings capital stock or assets or the capital stock or assets of an affiliated corporation, an appropriate and equitable adjustment shall be made in the number and kind of shares or other consideration as to which the option, or portions thereof then unexercised, shall be exercisable. ARTICLE II

SECTION 1.3 Consideration to Holdings. In consideration of the granting of this Option by Holdings, the Optionee agrees to render faithful and efficient services to the Corporation, with such duties and responsibilities the Corporation shall from time to time prescribe, consistent with the terms of the Employment Agreement. Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ of the Corporation or shall interfere with or restrict in any way the rights of the Corporation, which are hereby expressly reserved, to terminate the employment of the Optionee at any time for any reason whatsoever, with or without cause, subject to the terms of the Employment Agreement. SECTION 1.4 Adjustments in Option. Subject to Section 8 of the Plan, in the event that the outstanding shares of the Common Stock subject to the Option are, from time to time, changes into or exchanged for a different number or kind of shares of Holdings or other securities of Holdings or another corporation by reason of a merger, consideration, recapitalization, reclassification, stock split, stock dividend, combination of shares, or otherwise, or in the event of an extraordinary transaction involving the Holdings capital stock or assets or the capital stock or assets of an affiliated corporation, an appropriate and equitable adjustment shall be made in the number and kind of shares or other consideration as to which the option, or portions thereof then unexercised, shall be exercisable. ARTICLE II PERIOD OF EXERCISABILITY SECTION 2.1 Commencement of Exercisability. The Option shall become exercisable as follows:
Percentage of Total Shares As to Which Option is Exercisable -----------------------------0% 25% 50% 75% 100%

Date Option Becomes Exercisable - ------------------------------Grant Date through May 30, 1994 May 31, 1994 - May 30, 1995 May 31, 1995 - May 30, 1996 May 31, 1996 - May 30, 1997 May 31, 1997 - thereafter

(a) Notwithstanding the foregoing, the Option shall immediately become exercisable as to all shares following the termination of employment of the Optionee for any reason other than a termination of employment by Holdings for Cause or a termination of employment by executive without Good Reason. (b) The Optionee shall be deemed to have a "Permanent Disability" if he becomes totally and permanently disable (as defined in the Company's Long Term Disability Plan applicable to senior executive officers as in effect on the date hereof), or if the Board of Directors or any committee thereof so determines. (c) "Retirement" shall mean retirement on or after May 31, 1997, or earlier with the consent of the Committee. (d) "Termination of employment" as used herein means termination from active employment; it does not mean termination of payment or benefits at the end of salary continuation or other form of severance or pay in lieu of salary. SECTION 2.2 Expiration of Option. The option may not be exercised to any extent by Optionee and shall expire or terminate after the first to occur to the following events: (a) The fifteenth anniversary of the Grant date; or

(a) Notwithstanding the foregoing, the Option shall immediately become exercisable as to all shares following the termination of employment of the Optionee for any reason other than a termination of employment by Holdings for Cause or a termination of employment by executive without Good Reason. (b) The Optionee shall be deemed to have a "Permanent Disability" if he becomes totally and permanently disable (as defined in the Company's Long Term Disability Plan applicable to senior executive officers as in effect on the date hereof), or if the Board of Directors or any committee thereof so determines. (c) "Retirement" shall mean retirement on or after May 31, 1997, or earlier with the consent of the Committee. (d) "Termination of employment" as used herein means termination from active employment; it does not mean termination of payment or benefits at the end of salary continuation or other form of severance or pay in lieu of salary. SECTION 2.2 Expiration of Option. The option may not be exercised to any extent by Optionee and shall expire or terminate after the first to occur to the following events: (a) The fifteenth anniversary of the Grant date; or (b) The first anniversary of the date of the Optionee's termination of employment for any reason, other than by reason of Retirement or for Cause; or (c) The third anniversary of the date of Optionee's termination of employment by reason of Retirement or Permanent Disability. (d) Immediately upon the Optionee's termination of employment for Cause; or (e) If applicable, the date the Option is terminated pursuant to the Employment Agreement.

ARTICLE III EXERCISE OF OPTION SECTION 31.1 Person Eligible to Exercise. During the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the option becomes unexercisable and expires under Section 2.2, be exercised by his personal representative or by any person empowered to do so under the Optionee's will or under the then applicable laws of descent and distribution. SECTION 3.2 Partial Exercise. Any exercisable portion of the option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable and expires under Section 2.2; provided, however, that any partial exercise shall be for whole shares only. SECTION 3.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Corporate Secretary of Holdings (the "Secretary") or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 2.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable

ARTICLE III EXERCISE OF OPTION SECTION 31.1 Person Eligible to Exercise. During the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the option becomes unexercisable and expires under Section 2.2, be exercised by his personal representative or by any person empowered to do so under the Optionee's will or under the then applicable laws of descent and distribution. SECTION 3.2 Partial Exercise. Any exercisable portion of the option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable and expires under Section 2.2; provided, however, that any partial exercise shall be for whole shares only. SECTION 3.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Corporate Secretary of Holdings (the "Secretary") or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 2.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (b) Full payment by; (i) tender to Holdings of cash for the full purchase price of the shares with respect to which such Option or portion thereof is exercised; (ii) The unsecured, demand borrowing by Optionee from Holdings on an open account maintained solely for this purpose in the amount of the full exercise price together with the instruction from Optionee to sell the shares exercised on the open market through a duly registered broker-dealer with which Holdings makes an arrangement for the sale of such shares under the Plan. This method is known as the "broker-dealer exercise method" and is subject to the terms and conditions set forth herein, in the Plan and in guidelines established by the Committee. The option shall be deemed to be

exercised simultaneously with the sale of the shares by the broker-dealer. If the shares purchased upon the exercise of an Option or a portion thereof cannot be sold for a price equal to or greater than the full exercise price plus direct costs of the sales, then there is no exercise of the Option. Election of this method authorizes Holdings to deliver shares to the broker- dealer and authorizes the broker-dealer to sell said shares on the open market. The broker-dealer will remit proceeds of the sale to Holdings which will remit net proceeds of the sale to Holdings which will remit net proceeds to Optionee after repayment of the borrowing, deduction of costs, if any, and withholding of taxes. Optionee's borrowing from Holdings on an open account shall be a personal obligation of Optionee which shall bear interest at the published Applicable Federal Rate (AFR) for short-term loans and shall be payable upon demand by Holdings. Such borrowing may be authorized by telephone or other telecommunications acceptable to Holdings. Upon such borrowing and the exercise of the Option or portion thereof, title to the shares shall pass to the Optionee whose election hereunder shall constitute instruction to Holdings to register the shares in the name of the broker-dealer or its nominee. Holdings reserves the right to discontinue this broker-dealer exercise method at any time for any reason whatsoever. Optionee agrees that if this broker-dealer exercise method under this Paragraph 3.3(b)(ii) hereof is used, Optionee promises unconditionally to pay Holdings the full balance in his open account at any time upon demand. Optionee also agrees to pay interest on the account balance at the AFR for short-term loans from and after demand.

exercised simultaneously with the sale of the shares by the broker-dealer. If the shares purchased upon the exercise of an Option or a portion thereof cannot be sold for a price equal to or greater than the full exercise price plus direct costs of the sales, then there is no exercise of the Option. Election of this method authorizes Holdings to deliver shares to the broker- dealer and authorizes the broker-dealer to sell said shares on the open market. The broker-dealer will remit proceeds of the sale to Holdings which will remit net proceeds of the sale to Holdings which will remit net proceeds to Optionee after repayment of the borrowing, deduction of costs, if any, and withholding of taxes. Optionee's borrowing from Holdings on an open account shall be a personal obligation of Optionee which shall bear interest at the published Applicable Federal Rate (AFR) for short-term loans and shall be payable upon demand by Holdings. Such borrowing may be authorized by telephone or other telecommunications acceptable to Holdings. Upon such borrowing and the exercise of the Option or portion thereof, title to the shares shall pass to the Optionee whose election hereunder shall constitute instruction to Holdings to register the shares in the name of the broker-dealer or its nominee. Holdings reserves the right to discontinue this broker-dealer exercise method at any time for any reason whatsoever. Optionee agrees that if this broker-dealer exercise method under this Paragraph 3.3(b)(ii) hereof is used, Optionee promises unconditionally to pay Holdings the full balance in his open account at any time upon demand. Optionee also agrees to pay interest on the account balance at the AFR for short-term loans from and after demand. (c) Full payment to Holdings of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and (d) In the event the Option or portion thereof shall be exercised pursuant to Section 3.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option. (e) This Option shall not be exercisable prior to six months after the Date of Grant.

SECTION 3.4 Conditions of Issuance of Stock Certificates. The shares of Common Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by Holdings. Such shares shall be duly and validly issued, fully paid and nonassessable. Holdings shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares to listing on all stock exchanges on which such class of Common Stock is then listed; and (b) The completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall deem necessary; and (c) The obtaining of approval or other clearance from any state of federal governmental agency which the Committee shall determine to be necessary; and (d) The payment to Holdings of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience. SECTION 3.5 Rights as Stockholder. The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of Holdings in respect of any shares purchasable upon the exercise of the Option or any portion thereof unless and until certificates representing such shares shall have been issued by Holdings to such holder. ARTICLE IV

SECTION 3.4 Conditions of Issuance of Stock Certificates. The shares of Common Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by Holdings. Such shares shall be duly and validly issued, fully paid and nonassessable. Holdings shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares to listing on all stock exchanges on which such class of Common Stock is then listed; and (b) The completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall deem necessary; and (c) The obtaining of approval or other clearance from any state of federal governmental agency which the Committee shall determine to be necessary; and (d) The payment to Holdings of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience. SECTION 3.5 Rights as Stockholder. The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of Holdings in respect of any shares purchasable upon the exercise of the Option or any portion thereof unless and until certificates representing such shares shall have been issued by Holdings to such holder. ARTICLE IV MISCELLANEOUS SECTION 4.1 Administration. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the

Optionee, Holdings and all other interested persons, subject to the terms of the Employment Agreement. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement. SECTION 4.2 Option Not Transferable. Neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or obligations of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 4.2 shall not prevent transfers by will or by, the applicable laws of descent and distribution. SECTION 4.3 Shares to Be reserved; Other Covenants.

Optionee, Holdings and all other interested persons, subject to the terms of the Employment Agreement. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement. SECTION 4.2 Option Not Transferable. Neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or obligations of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 4.2 shall not prevent transfers by will or by, the applicable laws of descent and distribution. SECTION 4.3 Shares to Be reserved; Other Covenants. .1 Holdings shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement; and .2 Holdings shall take all actions necessary to satisfy the conditions set forth in clauses (a), (b) and (c) of Section 3.4 hereof so that such conditions shall remain satisfied so long as any of the Options remain outstanding. SECTION 4.4 Notices. Any notice to be given under the terms of this Agreement to Holdings shall be addressed to Holdings in care of its Secretary, and any notice to be given to the Optionee shall be addressed to him at the address appearing beneath his signature on the final page of this Agreement. By a notice given pursuant to this Section 4.4, either party may hereafter designate different address for notices to be given to him. Any notice which is required to be given to the Optionee shall, if the Optionee is then deceased, be given to the Optionee's personal representative if such representative has previously informed Holdings of his status and address by written notice under this Section 4.4. Any notice shall have been deemed duly given when enclosed in a properly sealed envelope addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

SECTION 4.5 Termination for Cause. For purposes of this Agreement, an Optionee's employment shall be deemed to have been terminated for "Cause" only as such term is defined in the Employment Agreement. SECTION 4.6 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement. SECTION 4.7 Applicability of Plan and the Employment Agreement. The Option and the shares of Common Stock issued to the Optionee upon exercise of this Option shall be subject to all of the terms and provisions of the Plan and the Employment Agreement, to the extent applicable to this Option and such shares. In the event of any conflict between the Plan, this Agreement and/or the Employment Agreement, the terms of the Employment Agreement shall control. Notwithstanding anything to the contrary contained herein, this Agreement shall be null and void and of no effect unless the Optionee has purchased the Purchased Stock pursuant to the Employment Agreement, unless such purchase is not consummated for reasons beyond the control of Optionee. SECTION 4.8 Amendment.

SECTION 4.5 Termination for Cause. For purposes of this Agreement, an Optionee's employment shall be deemed to have been terminated for "Cause" only as such term is defined in the Employment Agreement. SECTION 4.6 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement. SECTION 4.7 Applicability of Plan and the Employment Agreement. The Option and the shares of Common Stock issued to the Optionee upon exercise of this Option shall be subject to all of the terms and provisions of the Plan and the Employment Agreement, to the extent applicable to this Option and such shares. In the event of any conflict between the Plan, this Agreement and/or the Employment Agreement, the terms of the Employment Agreement shall control. Notwithstanding anything to the contrary contained herein, this Agreement shall be null and void and of no effect unless the Optionee has purchased the Purchased Stock pursuant to the Employment Agreement, unless such purchase is not consummated for reasons beyond the control of Optionee. SECTION 4.8 Amendment. This Agreement may be amended only by a writing executed by the parties hereto which specifically states that it is amending this Agreement. SECTION 4.9 Pronouns. The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates. SECTION 4.10 GOVERNING LAW. THE LAWS OF THE STATE OF DELAWARE SHALL GOVERN THE INTERPRETATION, VALIDITY AND PERFORMANCE OF THE TERMS OF THIS AGREEMENT REGARDLESS OF THE LAW THAT MIGHT BE APPLIED UNDER PRINCIPLES OF CONFLICTS OF LAWS. SECTION 4.11 Jurisdiction. Any suit, action or proceeding against the Optionee with respect to this Agreement, or any judgment entered by any court in respect of any thereof, may be brought in any court of competent jurisdiction in the State of Delaware or New York, as "Holdings may elect in its sole discretion, and the

Optionee hereby submits to the non-exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. By the execution and delivery of this Agreement, the Optionee appoints The PrenticeHall Corporation at its office at 15 Columbus Circle, New York, NY 10023-7773 as his agent upon which process may be served in any such suit, action or proceeding. Service of process upon such agent, together with notice of such service given to the Optionee in the manner provided in section 4.4, hereof, shall be deemed in every respect effective service of process upon him in any suit, action or proceeding. Nothing herein shall in any way be deemed to limit the ability of Holdings to serve any such writs, process or summonses in any other manner permitted by applicable law or to obtain jurisdiction over the Optionee, in such other manner permitted by applicable law or to obtain jurisdiction over the Optionee, in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Optionee hereby irrevocably waives any objections which he may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware or New York, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum. Holdings hereby submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding.

Optionee hereby submits to the non-exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. By the execution and delivery of this Agreement, the Optionee appoints The PrenticeHall Corporation at its office at 15 Columbus Circle, New York, NY 10023-7773 as his agent upon which process may be served in any such suit, action or proceeding. Service of process upon such agent, together with notice of such service given to the Optionee in the manner provided in section 4.4, hereof, shall be deemed in every respect effective service of process upon him in any suit, action or proceeding. Nothing herein shall in any way be deemed to limit the ability of Holdings to serve any such writs, process or summonses in any other manner permitted by applicable law or to obtain jurisdiction over the Optionee, in such other manner permitted by applicable law or to obtain jurisdiction over the Optionee, in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Optionee hereby irrevocably waives any objections which he may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware or New York, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum. Holdings hereby submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding. SECTION 4.12 Taxes. Any taxes required by federal, state, or local laws to be withheld by the Company (i) on exercise by the Optionee of the Option for Common Stock, or (ii) at the time an election, if any, is made by the Optionee pursuant to Section 83(b) of the internal Revenue Code, as amended, shall be paid to the Company before delivery of the Common Stock is made to the Optionee. When the Option is exercised under the broker-dealer exercise method, the full amount of any taxes required to be withheld by the Company on exercise of stock options shall be deducted by the Company from the proceeds. SECTION 4.13 Signatures. This Agreement may be executed by Holdings by manual or facsimile signature of any duly authorized officer of Holdings. SECTION 4.14 Counterparts. This Agreement may be executed in two or more counterparts.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto. RJR NABISCO HOLDINGS, CORP. By_________________________________ Charles M. Harper Optionee's Taxpayer Identification Number:

Optionee's Address: Suite 1500 One Central Park Plaza Omaha, Nebraska 68102 Dated:

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto. RJR NABISCO HOLDINGS, CORP. By_________________________________ Charles M. Harper Optionee's Taxpayer Identification Number:

Optionee's Address: Suite 1500 One Central Park Plaza Omaha, Nebraska 68102 Dated:

RJR NABISCO
Date: To: From: Subject: January 20, 1994 L. R. Ricciardi C. M. Harper Spousal SERP Benefit

This is to follow up our conversation the other day concerning the SERP benefit that your spouse would receive if you were to die while employed by the Company after August 14, 1995, the date upon which you may first retire with CEO consent (as previously given to you). During our discussion, you correctly pointed out that if you were to die while employed by the Company after August 14, 1995, your spouse would receive a SERP benefit roughly one-half the size of the benefit that you would have received had you retired on August 14, 1995. Thus, you might be compelled to retire on that date in order to secure the higher SERP benefit, and this may be contrary to the desires of both the Company and you that you continue working for the Company. In order to remove this potential obstacle to your continued service with the Company beyond August 14, 1995, I have been authorized by the Compensation Committee of the Board to confirm to you that if you should die while employed by the Company after that date, your spouse will receive the same lump-sum SERP benefit that you would have received had you retired rather than dies on the date of your death. Of course, the lump sum could be used by your spouse to purchase an immediate annuity if she so elects. This benefit will be grossed- up for taxes as your benefit would have been had you retired. Larry, I trust this addresses the concerns you expressed regarding your SERP benefit. If you concur, please sign this memo next to your printed name above, thereby constituting this as an Agreement between you and the Company.

AMENDMENT AND EXCHANGE OF SECURED PROMISSORY NOTE

RJR NABISCO
Date: To: From: Subject: January 20, 1994 L. R. Ricciardi C. M. Harper Spousal SERP Benefit

This is to follow up our conversation the other day concerning the SERP benefit that your spouse would receive if you were to die while employed by the Company after August 14, 1995, the date upon which you may first retire with CEO consent (as previously given to you). During our discussion, you correctly pointed out that if you were to die while employed by the Company after August 14, 1995, your spouse would receive a SERP benefit roughly one-half the size of the benefit that you would have received had you retired on August 14, 1995. Thus, you might be compelled to retire on that date in order to secure the higher SERP benefit, and this may be contrary to the desires of both the Company and you that you continue working for the Company. In order to remove this potential obstacle to your continued service with the Company beyond August 14, 1995, I have been authorized by the Compensation Committee of the Board to confirm to you that if you should die while employed by the Company after that date, your spouse will receive the same lump-sum SERP benefit that you would have received had you retired rather than dies on the date of your death. Of course, the lump sum could be used by your spouse to purchase an immediate annuity if she so elects. This benefit will be grossed- up for taxes as your benefit would have been had you retired. Larry, I trust this addresses the concerns you expressed regarding your SERP benefit. If you concur, please sign this memo next to your printed name above, thereby constituting this as an Agreement between you and the Company.

AMENDMENT AND EXCHANGE OF SECURED PROMISSORY NOTE The undersigned promises to pay the currently outstanding balance under previously executed Secured Promissory Notes to RJR Nabisco Holdings Corp. pursuant to the terms of any and all such Notes, except that interest on the unpaid balance of all indebtedness shall accrue from July 1, 1993 at the applicable Federal rate (6.37%). Employee Printed Name Date: July 1, 1993 As an incentive to Employee's continued employment with the Company or an affiliate thereof, and as the holder of the above referenced promissory notes, the Company agrees to the above amendment; and further agrees that partial sales of Stock pledged under the Notes will be applied to pay the loan balance without accelerating that date upon which the entire loan balance becomes due and payable; provided, however, until the principal amount and accrued interest on the Loan are repaid in full, such stock shall only be sold by the Company, acting on behalf of Employee, for the purpose of repaying the loan balance. RJR Nabisco Holdings Corp. By:______________________

AMENDMENT AND EXCHANGE OF SECURED PROMISSORY NOTE The undersigned promises to pay the currently outstanding balance under previously executed Secured Promissory Notes to RJR Nabisco Holdings Corp. pursuant to the terms of any and all such Notes, except that interest on the unpaid balance of all indebtedness shall accrue from July 1, 1993 at the applicable Federal rate (6.37%). Employee Printed Name Date: July 1, 1993 As an incentive to Employee's continued employment with the Company or an affiliate thereof, and as the holder of the above referenced promissory notes, the Company agrees to the above amendment; and further agrees that partial sales of Stock pledged under the Notes will be applied to pay the loan balance without accelerating that date upon which the entire loan balance becomes due and payable; provided, however, until the principal amount and accrued interest on the Loan are repaid in full, such stock shall only be sold by the Company, acting on behalf of Employee, for the purpose of repaying the loan balance. RJR Nabisco Holdings Corp. By:______________________ Date: July 1, 1993

Option 1991/1992 LTIP Amend.

I RJR NABISCO HOLDINGS CORP. 1990 LONG TERM INCENTIVE PLAN RESTATED STOCK OPTION AGREEMENT

WITNESSETH: 1. Restated Option. Pursuant to the provisions of the 1990 Long Term Incentive Plan (the "Plan"), RJR Nabisco Holdings Corp. (the "Company") on the Grant Date, or Dates, as applicable, listed in Attachment 1 hereto has previously granted to FIRSTNAME LASTNAME (the "Optionee") the right and option to exercise from the Company a number of shares of Common Stock of the Company at the exercise price, or prices, as applicable, as listed in Attachment 1. This restatement amends the vesting and exercisability provisions of the prior Stock Option Agreement, or Agreements, as applicable, (the "Prior

Option 1991/1992 LTIP Amend.

I RJR NABISCO HOLDINGS CORP. 1990 LONG TERM INCENTIVE PLAN RESTATED STOCK OPTION AGREEMENT

WITNESSETH: 1. Restated Option. Pursuant to the provisions of the 1990 Long Term Incentive Plan (the "Plan"), RJR Nabisco Holdings Corp. (the "Company") on the Grant Date, or Dates, as applicable, listed in Attachment 1 hereto has previously granted to FIRSTNAME LASTNAME (the "Optionee") the right and option to exercise from the Company a number of shares of Common Stock of the Company at the exercise price, or prices, as applicable, as listed in Attachment 1. This restatement amends the vesting and exercisability provisions of the prior Stock Option Agreement, or Agreements, as applicable, (the "Prior Agreements"), but it does not alter the original Grant Dates or Grant Prices of the Prior Agreements listed in Attachment 1 which dates and prices shall remain in effect now as then. A copy of the Plan is made a part of this restated Agreement with the same effect as if set forth in the Agreement itself. All capitalized terms used herein shall have the meaning set forth in the Plan, unless the context requires a different meaning. Except as specifically set forth herein, the Prior Agreements are null and void. 2. Exercise of Option. (a) Shares may be purchased by giving the Corporate Secretary of the Company written notice of exercise, on a form prescribed by the Company, specifying the number of shares to be purchased. The notice of exercise shall be accompanied by: (i) tender to the Company of cash for the full purchase price of the shares with respect to which such Option or portion thereof is exercised; or

(ii) the unsecured, demand borrowing by the Optionee from the Company on an open account maintained solely for this purpose in the amount of the full exercise price together with the instruction from the Optionee to sell the shares exercised on the open market through a duly registered broker-dealer with which the Company makes an arrangement for the sale of such shares under the Plan. This method is known as the "broker-dealer exercise method" and is subject to the terms and conditions set forth herein, in the Plan and in guidelines established by the Committee. The Option shall be deemed to be exercised simultaneously with the sale of the shares by the brokerdealer. If the shares purchased upon the exercise of an Option or a portion thereof cannot be sold for a price equal to or greater than the full exercise price plus direct costs of the sales, then there is no exercise of the Option. Election of this method authorizes the Company to deliver shares to the broker-dealer and authorizes the broker-dealer to sell said shares on the open market. The broker-dealer will remit proceeds of the sale to the Company which will remit net proceeds to the Optionee after repayment of the borrowing, deduction of costs, if any, and withholding of taxes. The Optionee's borrowing from the Company on an open account shall be a personal obligation of the Optionee which shall bear interest at the published Applicable Federal Rate (AFR) for short-term loans and shall be payable upon demand by the Company. Such borrowing may be authorized by

(ii) the unsecured, demand borrowing by the Optionee from the Company on an open account maintained solely for this purpose in the amount of the full exercise price together with the instruction from the Optionee to sell the shares exercised on the open market through a duly registered broker-dealer with which the Company makes an arrangement for the sale of such shares under the Plan. This method is known as the "broker-dealer exercise method" and is subject to the terms and conditions set forth herein, in the Plan and in guidelines established by the Committee. The Option shall be deemed to be exercised simultaneously with the sale of the shares by the brokerdealer. If the shares purchased upon the exercise of an Option or a portion thereof cannot be sold for a price equal to or greater than the full exercise price plus direct costs of the sales, then there is no exercise of the Option. Election of this method authorizes the Company to deliver shares to the broker-dealer and authorizes the broker-dealer to sell said shares on the open market. The broker-dealer will remit proceeds of the sale to the Company which will remit net proceeds to the Optionee after repayment of the borrowing, deduction of costs, if any, and withholding of taxes. The Optionee's borrowing from the Company on an open account shall be a personal obligation of the Optionee which shall bear interest at the published Applicable Federal Rate (AFR) for short-term loans and shall be payable upon demand by the Company. Such borrowing may be authorized by telephone or other telecommunications acceptable to the Company. Upon such borrowing and the exercise of the Option or portion thereof, title to the shares shall pass to the Optionee whose election hereunder shall constitute instruction to the Company to register the shares in the name of the broker-dealer or its nominee. The Company reserves the right to discontinue this broker-dealer exercise method at any time for any reason whatsoever. The Optionee agrees that if this broker-dealer exercise method under this paragraph is used, the Optionee promises unconditionally to pay the Company the full balance in his open account at any time upon demand. Optionee also agrees to pay interest on the account balance at the AFR for short-term loans from and after demand. (b) The Option, or Options, as applicable, listed in Attachment 1 shall be, or become, exercisable as follows:
Percentage of shares As to which Option(s) Exercisable --------------------------------As stated in the Prior Agreements 33% of Total number listed in ----Attachment 1 66% of Total number listed in ----Attachment 1 100% of Total number listed in -----Attachment 1

Date Option(s) Become(s) Exercisable - -----------------------------------On or after January 1, 1993 On or after December 31, 1993

On or after December 31, 1994

On or after December 31, 1995

Attachment 1 shall only be valid if the signature of a authorized signatory of the Company is affixed thereto. -2-

To the extent that any of the above installments is not exercised when it becomes exercisable, it shall be not expire, but shall continue to be exercisable at any time thereafter until the Option(s) shall terminate, expire or be surrendered. An exercise shall be for whole shares only. (c) The Option(s) are not exercisable prior to six months after the Date of Grant. 3. Rights in Event of Termination of Employment. (a) Unless otherwise provided in a written employment or termination agreement between the Optionee and the Company, the Option shall not become exercisable as to any additional shares following the Termination of Employment of the Optionee for any reason other than a Termination of Employment because of death, Permanent Disability or Retirement of the Optionee. In the event of Termination of Employment because of death, Permanent Disability or Retirement, the Option shall immediately become exercisable as to all shares.

To the extent that any of the above installments is not exercised when it becomes exercisable, it shall be not expire, but shall continue to be exercisable at any time thereafter until the Option(s) shall terminate, expire or be surrendered. An exercise shall be for whole shares only. (c) The Option(s) are not exercisable prior to six months after the Date of Grant. 3. Rights in Event of Termination of Employment. (a) Unless otherwise provided in a written employment or termination agreement between the Optionee and the Company, the Option shall not become exercisable as to any additional shares following the Termination of Employment of the Optionee for any reason other than a Termination of Employment because of death, Permanent Disability or Retirement of the Optionee. In the event of Termination of Employment because of death, Permanent Disability or Retirement, the Option shall immediately become exercisable as to all shares. (b) The Optionee shall be deemed to have a "Permanent Disability" if he becomes totally and permanently disabled (as defined in RJR Nabisco, Inc's Long Term Disability Plan applicable to senior executive officers as in effect on the date hereof), or if the Board of Directors or any committee thereof so determines. (c) "Retirement" as used herein means retirement at age 65 or over, or early retirement at age 55 or over with the approval of the Company, which approval may either be specific to the Option(s) hereunder or a general approval in writing from the Chief Executive Officer of the Company to retire at or after age 55. (d) "Termination of Employment" as used herein means termination from active employment; it does not mean termination of payment or benefits at the end of salary continuation or (other form of severance or pay in lieu of salary). 4. Expiration of Option. The Option shall expire or terminate and may not be exercised to any extent by the Optionee after the first to occur of the following events: (a) The fifteenth anniversary of the Date of Grant, or such earlier time as the Company may determine is necessary or appropriate in light of applicable foreign tax laws; or (b) The third anniversary of the date of the Optionee's Termination of Employment by reason of death, Permanent Disability or Retirement; or -3-

(c) Immediately upon the Optionee's Termination of Employment for Cause (as defined in Section 11 herein); or (d) Ninety days after Termination of Employment of the Optionee for a reason other than for Cause, death, Permanent Disability or Retirement; provided, however, there shall be no exercise prior to December 31, 1993, and if Termination of Employment occurs prior to December 31, 1993, the option shall expire March 31, 1994. 5. Transferability. Other than as specifically provided with regard to the death of the Optionee, this option agreement and any benefit provided or accruing hereunder shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge; and any attempt to do so shall be void. No such benefit shall, prior to receipt thereof by the Optionee, be in any manner liable for or subject to the debts, contracts, liabilities, engagements or torts of the Optionee. 6. No Right to Employment. Neither the execution and delivery of this agreement nor the granting of the Option evidenced by this agreement shall constitute or be evidence of any agreement or understanding, express or implied, on the part of the Company or its subsidiaries to employ the Optionee for any specific period or shall prevent the Company or its subsidiaries from terminating the Optionee's employment at any time with or without "Cause" (as defined in Section 11 herein). 7. Adjustments in Option. a) In the event that the outstanding shares of the Common Stock subject to the Option are, from time to time,

(c) Immediately upon the Optionee's Termination of Employment for Cause (as defined in Section 11 herein); or (d) Ninety days after Termination of Employment of the Optionee for a reason other than for Cause, death, Permanent Disability or Retirement; provided, however, there shall be no exercise prior to December 31, 1993, and if Termination of Employment occurs prior to December 31, 1993, the option shall expire March 31, 1994. 5. Transferability. Other than as specifically provided with regard to the death of the Optionee, this option agreement and any benefit provided or accruing hereunder shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge; and any attempt to do so shall be void. No such benefit shall, prior to receipt thereof by the Optionee, be in any manner liable for or subject to the debts, contracts, liabilities, engagements or torts of the Optionee. 6. No Right to Employment. Neither the execution and delivery of this agreement nor the granting of the Option evidenced by this agreement shall constitute or be evidence of any agreement or understanding, express or implied, on the part of the Company or its subsidiaries to employ the Optionee for any specific period or shall prevent the Company or its subsidiaries from terminating the Optionee's employment at any time with or without "Cause" (as defined in Section 11 herein). 7. Adjustments in Option. a) In the event that the outstanding shares of the Common Stock subject to the Option are, from time to time, changed into or exchanged for a different number or kind of shares of the Company or other securities by reason of a merger, consolidation, recapitalization, reclassification, stock split, stock dividend, combination or division of shares, or otherwise, the Committee shall make an appropriate and equitable adjustment in the number and kind of shares or other consideration as to which the Option, or portions thereof then unexercised, shall be exercisable. Any adjustment made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons. b) In its absolute discretion, and on such terms and conditions as it deems appropriate, coincident with or after the grant of any Option, the Committee may provide that such Option cannot be exercised after the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another person of 80% or more of the Company's outstanding shares of voting stock or the recapitalization, reclassification, liquidation or dissolution of the Company, and if the Committee so provides, it may, in its absolute discretion and on such terms and conditions as it deems appropriate, also provide, either by the terms of such Option or by a resolution adopted prior to the occurrence of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, that , for some period of time -4-

prior to such event, such Option shall be exercisable as to all shares subject thereto; provided, however, that the Committee may also provide, in its absolute discretion, that even if the Option shall remain exercisable after any such event, from and after such event, any such Options shall be exercisable only for the kind and amount of securities and/or other property, or the cash equivalent thereof, receivable as a result of such event by the holder of a number of shares of stock for which such Option could have been exercised immediately prior to such event. 8. Application of Laws. The granting and the exercise of this Option and the obligations of the Company to sell and deliver shares hereunder and to remit cash under the broker-dealer exercise method shall be subject to all applicable laws, rules, and regulations and to such approvals of any governmental agencies as may be required. 9. Taxes. Any taxes required by federal, state, or local laws to be withheld by the Company (i) on exercise by the Optionee of the Option for Common Stock, or (ii) at the time an election, if any, is made by the Optionee pursuant to Section 83(b) of the Internal Revenue Code, as amended, shall be paid to the Company before delivery of the Common Stock is made to the Optionee. When the Option is exercised under the broker-dealer exercise method, the full amount of any taxes required to be withheld by the Company on exercise of stock options shall be deducted by the Company from the proceeds. 10. Notices. Any notices required to be given hereunder to the Company shall be addressed to The Secretary,

prior to such event, such Option shall be exercisable as to all shares subject thereto; provided, however, that the Committee may also provide, in its absolute discretion, that even if the Option shall remain exercisable after any such event, from and after such event, any such Options shall be exercisable only for the kind and amount of securities and/or other property, or the cash equivalent thereof, receivable as a result of such event by the holder of a number of shares of stock for which such Option could have been exercised immediately prior to such event. 8. Application of Laws. The granting and the exercise of this Option and the obligations of the Company to sell and deliver shares hereunder and to remit cash under the broker-dealer exercise method shall be subject to all applicable laws, rules, and regulations and to such approvals of any governmental agencies as may be required. 9. Taxes. Any taxes required by federal, state, or local laws to be withheld by the Company (i) on exercise by the Optionee of the Option for Common Stock, or (ii) at the time an election, if any, is made by the Optionee pursuant to Section 83(b) of the Internal Revenue Code, as amended, shall be paid to the Company before delivery of the Common Stock is made to the Optionee. When the Option is exercised under the broker-dealer exercise method, the full amount of any taxes required to be withheld by the Company on exercise of stock options shall be deducted by the Company from the proceeds. 10. Notices. Any notices required to be given hereunder to the Company shall be addressed to The Secretary, RJR Nabisco Holdings Corp., 1301 Avenue of the Americas, New York, NY 10019-6013, and any notice required to be given hereunder to the Optionee shall be sent to the Optionee's address as shown on the records of the Company. 11. Termination For "Cause." For purposes of this Agreement, an Optionee's employment shall be deemed to have been terminated for "Cause" if the termination results from the Optionee's: (a) criminal conduct, (b) deliberate continual refusal to perform employment duties on substantially a full time basis, (c) deliberate and continual refusal to act in accordance with any specific lawful instructions of an authorized officer or employee more senior than the Optionee, or (d) deliberate misconduct which could be materially damaging to the Company or any of its business operations without a reasonable good faith belief by the Optionee that such conduct was in the best interests of the Company. A termination of Optionee's employment shall not be deemed for Cause hereunder unless the senior personnel executive of the Company shall confirm that any such termination is for Cause as defined hereunder. Any voluntary termination by the Optionee in anticipation of an involuntary termination of the Optionee's employment for Cause shall be deemed to be a termination of Optionee's employment for Cause. 12. Administration and Interpretation. In consideration of the grant, the Optionee specifically agrees that the Committee shall have the exclusive power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan and -5-

Agreement as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final, conclusive, and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Agreement. The Committee may delegate its interpretive authority to an officer or officers of the Company. 13. Other Provisions. a) Titles are provided herein for convenience only and are not to serve as a basis for interpretation of the Agreement. b) This Agreement may be amended only by a writing executed by the parties hereto which specifically states that it is amending this Agreement. c) THE LAWS OF THE STATE OF DELAWARE SHALL GOVERN THE INTERPRETATION, VALIDITY AND PERFORMANCE OF THE TERMS OF THIS AGREEMENT REGARDLESS OF THE LAW THAT MIGHT BE APPLIED UNDER PRINCIPLES OF CONFLICTS OF LAWS.

Agreement as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final, conclusive, and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Agreement. The Committee may delegate its interpretive authority to an officer or officers of the Company. 13. Other Provisions. a) Titles are provided herein for convenience only and are not to serve as a basis for interpretation of the Agreement. b) This Agreement may be amended only by a writing executed by the parties hereto which specifically states that it is amending this Agreement. c) THE LAWS OF THE STATE OF DELAWARE SHALL GOVERN THE INTERPRETATION, VALIDITY AND PERFORMANCE OF THE TERMS OF THIS AGREEMENT REGARDLESS OF THE LAW THAT MIGHT BE APPLIED UNDER PRINCIPLES OF CONFLICTS OF LAWS. IN WITNESS WHEREOF, the Company, by its duly authorized officer, and the Optionee have executed this Agreement as of the date of Grant first above written. RJR NABISCO HOLDINGS CORP. By Authorized Signatory Optionee Optionee's Taxpayer Identification Number:

Optionee's Home Address:

-6-

RJR NABISCO HOLDINGS CORP. RESTRICTED STOCK PROGRAM [Effective March 1, 1993] 1. Relationship to 1990 Long-Term Incentive Plan The Restricted Stock Program (the "Program") sets forth the terms and conditions under which restricted shares of RJR Nabisco Holdings Corp. (the "Company") Common Stock may be granted under the 1990 Long-Term Incentive Plan ("LTIP"). No grant may be made inconsistent with the LTIP. 2. Definitions For the purpose of the Program, the following terms shall have the meaning shown: (a) Date of Grant. The date on which the Committee awards a Grant to a Participant for the applicable Performance Period, which generally will be within 90 days following the commencement of such period. Participants may have different Dates of Grant for the same Performance Period.

RJR NABISCO HOLDINGS CORP. RESTRICTED STOCK PROGRAM [Effective March 1, 1993] 1. Relationship to 1990 Long-Term Incentive Plan The Restricted Stock Program (the "Program") sets forth the terms and conditions under which restricted shares of RJR Nabisco Holdings Corp. (the "Company") Common Stock may be granted under the 1990 Long-Term Incentive Plan ("LTIP"). No grant may be made inconsistent with the LTIP. 2. Definitions For the purpose of the Program, the following terms shall have the meaning shown: (a) Date of Grant. The date on which the Committee awards a Grant to a Participant for the applicable Performance Period, which generally will be within 90 days following the commencement of such period. Participants may have different Dates of Grant for the same Performance Period. (b) Grant. An award made by the Committee in the form of shares of Restricted Stock. (c) Termination For Cause. For purposes of the Plan, a Participant's employment shall be deemed to have been terminated for "Cause" if the termination results from the Participant's: (a) criminal conduct, (b) deliberate and continual refusal to perform employment duties on substantially a full time basis, (c) deliberate and continual refusal to act in accordance with any specific lawful instructions of an authorized officer or employee more senior than the Participant, or (d) deliberate misconduct which could be materially damaging to the Company or any of its business operations without a reasonable good faith belief by the Participant that such conduct was in the best interests of the Company and its subsidiaries taken as a whole. A termination of the Participant's employment shall not be deemed for Cause hereunder unless the senior personnel executive of the Company shall confirm that any such termination is for Cause as defined hereunder. Any voluntary termination by the Participant in anticipation of an involuntary termination of the Participant's employment for Cause shall be deemed to be a termination of the Participant's employment for Cause. (d) Performance Period. A period of two, three or four consecutive calendar years or until a specified date as determined by the Committee. (e) Restricted Shares. Common Stock granted to a Participant under the Program, certificates for which are issued as of the Date of Grant and held in custody by the Company and subsequently deliverable to the Participant only when the restrictions applicable to the Grant lapse. Prior to lapse of restrictions, Restricted Shares may not be sold, transferred, tendered, assigned, pledged or otherwise encumbered; part or all of a Grant may be irrevocably forfeited in accordance with the terms of the Program. 3. Performance Periods and Grants (a) One new Performance Period may be established commencing each year with a duration of two, three or four calendar years or until a specified date. (b) For each Performance Period the Committee may select and make Grants of Restricted Shares to Participants, as it shall determine, at any time during the first six months of such period. (c) Grants made by the Committee shall be subject to the provisions of the Program and to such other terms and conditions, not inconsistent with the Program and the LTIP, as are set forth in a Restricted Stock Agreement entered into by the Company and the Participant. A Participant may be required to execute and deliver to the Company an irrevocable stock power endorsed in blank as a condition of receiving a Grant. (d) The Committee at any time may make other grants of Restricted Shares which are not covered by this

(d) Performance Period. A period of two, three or four consecutive calendar years or until a specified date as determined by the Committee. (e) Restricted Shares. Common Stock granted to a Participant under the Program, certificates for which are issued as of the Date of Grant and held in custody by the Company and subsequently deliverable to the Participant only when the restrictions applicable to the Grant lapse. Prior to lapse of restrictions, Restricted Shares may not be sold, transferred, tendered, assigned, pledged or otherwise encumbered; part or all of a Grant may be irrevocably forfeited in accordance with the terms of the Program. 3. Performance Periods and Grants (a) One new Performance Period may be established commencing each year with a duration of two, three or four calendar years or until a specified date. (b) For each Performance Period the Committee may select and make Grants of Restricted Shares to Participants, as it shall determine, at any time during the first six months of such period. (c) Grants made by the Committee shall be subject to the provisions of the Program and to such other terms and conditions, not inconsistent with the Program and the LTIP, as are set forth in a Restricted Stock Agreement entered into by the Company and the Participant. A Participant may be required to execute and deliver to the Company an irrevocable stock power endorsed in blank as a condition of receiving a Grant. (d) The Committee at any time may make other grants of Restricted Shares which are not covered by this Program and which may be subject to different terms and conditions otherwise consistent with the LTIP. 4. Lapse of Restrictions; Forfeitures All restrictions on Restricted Shares granted for a Performance Period shall lapse 45 to 60 days following the end of such Performance Period, such date to be established by the Committee, provided, that the Participant's employment has not terminated prior to the end of the Performance Period. If a Participant terminates employment within one year of the Date of Grant for any reason whatsoever, including death, disability or retirement, all Restricted Shares covered by such Grant shall be irrevocably forfeited and such Participant shall have no rights or claims thereto. The following provisions shall apply to a Participant who terminates employment at least one year after the Date of Grant but prior to the end of a Performance Period:

(a) If a Participant's employment terminates because of death, Disability (as defined in the Company's Long Term Disability Plan), or retirement at his Normal Retirement Date established by an applicable Company retirement program, all restrictions shall lapse on the Restricted Shares covered by such Grant and such shares shall be issuable to the participant or his estate as soon as practicable. (b) If a Participant's employment terminates prior to the end of a Performance Period due to (a) involuntary termination by action of the Company, other than termination for Cause, or (b) retirement prior to normal retirement date under a retirement plan of the Company, restrictions may, in the sole discretion of the Chief Executive Officer of the Company, lapse on a pro rata basis. Except as may otherwise be specifically provided in a Participant's employment or separation agreement, if any, for each Grant, the pro rata number of such unrestricted shares shall be determined by multiplying the number of shares in the grant by a fraction, the numerator of which is the number of months such Participant was actively employed during the Performance Period (including the month during which employment terminated) and the denominator of which is the total number of months in the Performance Period. If the Participant elects to retire prior to his Normal Retirement Date, or prior to any earlier retirement date established by previous agreement with the Company, all shares will be forfeited unless such retirement is pursuant to the written consent of the Chief Executive Officer of the Company. In the case of the Chief Executive Officer consent shall be determined by the Committee. (c) If a participant voluntarily terminates employment prior to the end of a Performance Period, or is involuntarily terminated for Cause, all Restricted Shares covered by all his Grants shall be forfeited.

(a) If a Participant's employment terminates because of death, Disability (as defined in the Company's Long Term Disability Plan), or retirement at his Normal Retirement Date established by an applicable Company retirement program, all restrictions shall lapse on the Restricted Shares covered by such Grant and such shares shall be issuable to the participant or his estate as soon as practicable. (b) If a Participant's employment terminates prior to the end of a Performance Period due to (a) involuntary termination by action of the Company, other than termination for Cause, or (b) retirement prior to normal retirement date under a retirement plan of the Company, restrictions may, in the sole discretion of the Chief Executive Officer of the Company, lapse on a pro rata basis. Except as may otherwise be specifically provided in a Participant's employment or separation agreement, if any, for each Grant, the pro rata number of such unrestricted shares shall be determined by multiplying the number of shares in the grant by a fraction, the numerator of which is the number of months such Participant was actively employed during the Performance Period (including the month during which employment terminated) and the denominator of which is the total number of months in the Performance Period. If the Participant elects to retire prior to his Normal Retirement Date, or prior to any earlier retirement date established by previous agreement with the Company, all shares will be forfeited unless such retirement is pursuant to the written consent of the Chief Executive Officer of the Company. In the case of the Chief Executive Officer consent shall be determined by the Committee. (c) If a participant voluntarily terminates employment prior to the end of a Performance Period, or is involuntarily terminated for Cause, all Restricted Shares covered by all his Grants shall be forfeited. 5. Dividend and Voting Rights A participant shall become a shareholder of record of Restricted Shares commencing with the Date of Grant and continuing until the date such shares are forfeited or disposed of by the Participant following distribution. He shall be entitled to vote such shares and currently receive dividends on such shares so long as he is shareholder of record on the applicable record date for a shareholder vote or a dividend payment, regardless of whether or not restrictions have lapsed.

6. Delivery of Stock Certificates As soon as practicable following the date restrictions lapse on Restricted Shares, one or more certificates for shares of Common Stock shall be issued to the Participant, or if the Participant so elects, jointly in the name of the Participant and the Participant's spouse, and thereafter delivered to the Participant. Any distribution made with respect to a Participant who has died shall be issued to his estate. 7. Tax Withholding Any taxes required to be withheld by Federal, state or local law upon delivery of Common Stock to a Participant without restrictions shall be paid by the Participant at or before the time of delivery. Alternatively, to the extent it would not result in adverse consequences to a Participant by reason of Rule 16b-3 of the Securities Exchange Act of 1934, the Company may elect to convert to cash such number of shares as are necessary to satisfy such withholding requirements. The Company shall effect any such cash conversion based on the fair market value (average of high and low trade) of a share of Common Stock on the New York Stock Exchange on the date restrictions lapse or the subsequent trading day, with such shares reverting to the Company. 8. Amendment or Termination The Committee shall have the power to amend, suspend or terminate the Program at any time except that no action can be taken that would not be permitted by the LTIP or that would materially adversely affect the rights of Participants with respect to outstanding Grants. 9. Adjustments In the event that a stock dividend, stock split, or other subdivision, consolidation reclassification or change of the shares of Common Stock takes place, the outstanding Restricted Shares shall be automatically adjusted

6. Delivery of Stock Certificates As soon as practicable following the date restrictions lapse on Restricted Shares, one or more certificates for shares of Common Stock shall be issued to the Participant, or if the Participant so elects, jointly in the name of the Participant and the Participant's spouse, and thereafter delivered to the Participant. Any distribution made with respect to a Participant who has died shall be issued to his estate. 7. Tax Withholding Any taxes required to be withheld by Federal, state or local law upon delivery of Common Stock to a Participant without restrictions shall be paid by the Participant at or before the time of delivery. Alternatively, to the extent it would not result in adverse consequences to a Participant by reason of Rule 16b-3 of the Securities Exchange Act of 1934, the Company may elect to convert to cash such number of shares as are necessary to satisfy such withholding requirements. The Company shall effect any such cash conversion based on the fair market value (average of high and low trade) of a share of Common Stock on the New York Stock Exchange on the date restrictions lapse or the subsequent trading day, with such shares reverting to the Company. 8. Amendment or Termination The Committee shall have the power to amend, suspend or terminate the Program at any time except that no action can be taken that would not be permitted by the LTIP or that would materially adversely affect the rights of Participants with respect to outstanding Grants. 9. Adjustments In the event that a stock dividend, stock split, or other subdivision, consolidation reclassification or change of the shares of Common Stock takes place, the outstanding Restricted Shares shall be automatically adjusted accordingly, consistent with the terms of the LTIP. In the event of a merger, acquisition or other change which may have a significant effect upon the Company or its subsidiaries, the Committee shall adopt appropriate changes in Performance Measures as needed to achieve the Program's objectives consistent with the LTIP.

10. Miscellaneous (a) Except as determined by the Committee, no person shall have any right to receive a Grant. Participation in the Program does not give a Participant the right to be retained as an employee of the Company. (b) The Company, the Board of Directors, the Committee, the officers and other employees of the Company shall not be liable for any action taken in good faith in interpreting and administering the Program. (c) Restricted Shares granted under the Program are subject to the requirement that, if at any time the Committee determines, in its sole discretion, that the listing, registration, or qualification of shares of Common Stock issuable pursuant to the Program, is required by any securities exchange or under any state or Federal law, or the consent of approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issue of shares of Common Stock, no distribution under the Program shall be made in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Committee. (d) The Program shall be governed by and subject to the laws of the State of Delaware. 11. Finality of Determination The Committee shall have the power to interpret the Program and all interpretations, determinations and actions by the Committee shall be final, conclusive and binding upon all parties. 12. Effective Date

10. Miscellaneous (a) Except as determined by the Committee, no person shall have any right to receive a Grant. Participation in the Program does not give a Participant the right to be retained as an employee of the Company. (b) The Company, the Board of Directors, the Committee, the officers and other employees of the Company shall not be liable for any action taken in good faith in interpreting and administering the Program. (c) Restricted Shares granted under the Program are subject to the requirement that, if at any time the Committee determines, in its sole discretion, that the listing, registration, or qualification of shares of Common Stock issuable pursuant to the Program, is required by any securities exchange or under any state or Federal law, or the consent of approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issue of shares of Common Stock, no distribution under the Program shall be made in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Committee. (d) The Program shall be governed by and subject to the laws of the State of Delaware. 11. Finality of Determination The Committee shall have the power to interpret the Program and all interpretations, determinations and actions by the Committee shall be final, conclusive and binding upon all parties. 12. Effective Date The Program shall become effective as of March 1, 1993.

EEP 3 year RJR NABISCO HOLDINGS CORP. 1990 LONG TERM INCENTIVE PLAN EXECUTIVE EQUITY PROGRAM DATE OF AGREEMENT July 1, 1993 WITNESSETH: 1) General Pursuant to the terms of the 1990 Long Term Incentive Plan (the "Plan"), RJR Nabisco Holdings Corp. (the "Company") on the date above has agreed, subject to the eligibility provisions and other contingencies described herein, to make certain awards to: NAME (the "Executive") 2) Grants To Be Made The Executive, if eligible pursuant to Section 3 of this Agreement, shall, on the Grant Dates specified below, receive a grant of Common Stock of the Company ("Shares") with a fair market value on the Grant Date equal to the amount, if any, by which (x) exceeds (y) where, (x) is a percentage, as stated below, of the Executive's Hypothetical Loan Balance (as defined in Section 4) on the Grant Date; and

EEP 3 year RJR NABISCO HOLDINGS CORP. 1990 LONG TERM INCENTIVE PLAN EXECUTIVE EQUITY PROGRAM DATE OF AGREEMENT July 1, 1993 WITNESSETH: 1) General Pursuant to the terms of the 1990 Long Term Incentive Plan (the "Plan"), RJR Nabisco Holdings Corp. (the "Company") on the date above has agreed, subject to the eligibility provisions and other contingencies described herein, to make certain awards to: NAME (the "Executive") 2) Grants To Be Made The Executive, if eligible pursuant to Section 3 of this Agreement, shall, on the Grant Dates specified below, receive a grant of Common Stock of the Company ("Shares") with a fair market value on the Grant Date equal to the amount, if any, by which (x) exceeds (y) where, (x) is a percentage, as stated below, of the Executive's Hypothetical Loan Balance (as defined in Section 4) on the Grant Date; and (y) is the fair market value on the Grant Date of the percentage described below of the Executive's Purchase Shares pledged under a Promissory Note to the Company.

Grant Date - ----

July 1, 1994 July 1, 1995 July 1, 1996

(x) (y) Percent of Hypothetical Loan Percent of LTIP Purchase ---------------------------- ------------------------Balance Shares -----------33% 33% 50% 100% 33% 34%

Each grant described above shall be increased by the number of Shares having a fair market value on the Grant Date equal to the amount needed (i) to cover the stock transfer fees as calculated by the Company in both the sale of Shares granted by this Agreement and the Shares described in (y) above and (ii) to hold the Executive harmless from Federal, State and Local income taxes as calculated by the Company due as a result of the grant, if any, pursuant to this Agreement. The Shares when and if granted shall be freely transferable after the Grant Date. 3) Eligibility For Grant The Executive shall be eligible for a grant on the Grant Dates specified in Section 2 if, and only if, the Executive was actively employed on July 1, 1993 and on the Grant Date Executive is in any one of the following categories:

Grant Date - ----

July 1, 1994 July 1, 1995 July 1, 1996

(x) (y) Percent of Hypothetical Loan Percent of LTIP Purchase ---------------------------- ------------------------Balance Shares -----------33% 33% 50% 100% 33% 34%

Each grant described above shall be increased by the number of Shares having a fair market value on the Grant Date equal to the amount needed (i) to cover the stock transfer fees as calculated by the Company in both the sale of Shares granted by this Agreement and the Shares described in (y) above and (ii) to hold the Executive harmless from Federal, State and Local income taxes as calculated by the Company due as a result of the grant, if any, pursuant to this Agreement. The Shares when and if granted shall be freely transferable after the Grant Date. 3) Eligibility For Grant The Executive shall be eligible for a grant on the Grant Dates specified in Section 2 if, and only if, the Executive was actively employed on July 1, 1993 and on the Grant Date Executive is in any one of the following categories: a) Actively employed by the Company b) Terminated by the Company without Cause as defined herein c) Deceased, disabled, or retired and consent of the Chief Executive Officer of the Company to continue grants is given. 4) Definitions a) Capitalized terms, unless otherwise defined herein, shall have the meaning described in the 1990 Long Term Incentive Plan. b) Hypothetical Loan Balance. The Hypothetical Loan Balance ("HLB") shall be calculated in the exclusive discretion of the Company, and the Company's calculation shall be final, conclusive, and binding on the Company and the Executive. In determining the HLB, it shall be assumed that the Executive took all Company loans available on the date he acquired Purchase Shares under the Plan. Any payments applied to the HLB as the result of the sale of Purchase Shares or the application of grants under this Agreement will reduce the HLB, whereas payments which are not so derived will not reduce the HLB. Furthermore, in determining the declining value of the HLB with each successive grant under this Agreement, it shall be assumed that the full value of (i) the amount, if any, by which (x) exceeds (y) in Section 2 and (ii) the full value of (y) in Section 2 are applied against the HLB. The Executive's HLB as of July 1, 1993 is described in Attachment 1 hereto. c) Cause. For purposes of this Agreement, an Executive's employment shall be deemed to have been terminated for "Cause" if the termination results from the Executive's: (a) criminal conduct, (b) deliberate and continual refusal to perform employment duties on substantially a full time basis, (c) deliberate and continual refusal to act in accordance with any specific lawful instructions of an authorized officer or employee more senior than the Executive, or (d) deliberate misconduct which could be materially damaging to the Company or any of its business operations without a reasonable good faith belief by the Executive that such conduct was in the best interests of the Company. A termination of the Executive's employment shall not be deemed for Cause hereunder unless the senior personnel executive of the Company shall confirm that any such termination is for Cause as defined hereunder. Any voluntary termination by the Executive in anticipation of an involuntary termination of the Executive's employment for Cause shall be deemed to be a termination of Executive's employment for Cause. 5) Transferability. Other than as specifically provided in the Plan with regard to the death of the executive, this Agreement and any benefit provided or accruing hereunder shall not be subject in any manner to anticipation, alienation, sale, transfer,

c) Cause. For purposes of this Agreement, an Executive's employment shall be deemed to have been terminated for "Cause" if the termination results from the Executive's: (a) criminal conduct, (b) deliberate and continual refusal to perform employment duties on substantially a full time basis, (c) deliberate and continual refusal to act in accordance with any specific lawful instructions of an authorized officer or employee more senior than the Executive, or (d) deliberate misconduct which could be materially damaging to the Company or any of its business operations without a reasonable good faith belief by the Executive that such conduct was in the best interests of the Company. A termination of the Executive's employment shall not be deemed for Cause hereunder unless the senior personnel executive of the Company shall confirm that any such termination is for Cause as defined hereunder. Any voluntary termination by the Executive in anticipation of an involuntary termination of the Executive's employment for Cause shall be deemed to be a termination of Executive's employment for Cause. 5) Transferability. Other than as specifically provided in the Plan with regard to the death of the executive, this Agreement and any benefit provided or accruing hereunder shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge; and any attempt to do so shall be void. No such benefit shall, prior to receipt thereof by the Executive, be in any manner liable for or subject to the debts, contracts, liabilities, engagements or torts of the Executive. 6) No Right to Employment. Neither the execution and delivery of this Agreement nor the granting of the Shares hereby shall constitute any agreement or understanding, express or implied, on the part of the Company or its subsidiaries to employ the Executive for any specific period or in any specific capacity or shall prevent the Company or its subsidiaries from terminating the Executive's employment at any time with or without Cause. "Termination of employment" under the Plan and this Agreement means termination from active employment; it does not mean the termination of pay and benefits at the end of salary continuation (or other form of severance pay or pay in lieu of salary). 7) Change in Common Stock or Corporate Structure. (a) If at any time the number or nature of outstanding shares of Common Stock of the Company shall be increased or changed as the result of any stock dividend, subdivision or reclassification of shares, the number or nature of shares of Common Stock to be granted to the Executive on any Grant Date after such an event shall be increased or changed in the same proportion or manner as the outstanding number of shares of Common Stock is increased or

changed, or if the number of outstanding shares of Common Stock shall at any time be decreased as the result of any combination or reclassification of shares, the number of shares of Common Stock in the Executive's grants after such an event shall be decreased in the same proportion as the outstanding number of shares of Common Stock is decreased. (b) In the event the Company shall at any time be consolidated with or merged into any other corporation and holders of the Company's Common Stock receive common shares of the resulting or surviving corporation, there shall be an adjustment to the Executive's future grants after such an event, and in place of the shares to be awarded, a stock equivalent shall be determined by multiplying the number of common shares of stock given in exchange for a share of Common Stock upon such consolidation or merger, by the number of shares of Common Stock to which the Executive's grants are equivalent. If in such a consolidation or merger, holders of the Company's Common Stock shall receive any consideration other than common shares of the resulting or surviving corporation, the Committee shall determine the appropriate change in grants after such an event; provided, however, such change shall not be to the detriment of the Executive. 8) Notices Any notices required to be given hereunder to the Company shall be addressed to The Secretary, RJR Nabisco Holdings, Inc., 1301 Avenue of the Americas, New York, NY 10019-6013 and any notice required to be given hereunder to the Grantee shall be sent to the Grantee's address as shown on the records of the Company.

changed, or if the number of outstanding shares of Common Stock shall at any time be decreased as the result of any combination or reclassification of shares, the number of shares of Common Stock in the Executive's grants after such an event shall be decreased in the same proportion as the outstanding number of shares of Common Stock is decreased. (b) In the event the Company shall at any time be consolidated with or merged into any other corporation and holders of the Company's Common Stock receive common shares of the resulting or surviving corporation, there shall be an adjustment to the Executive's future grants after such an event, and in place of the shares to be awarded, a stock equivalent shall be determined by multiplying the number of common shares of stock given in exchange for a share of Common Stock upon such consolidation or merger, by the number of shares of Common Stock to which the Executive's grants are equivalent. If in such a consolidation or merger, holders of the Company's Common Stock shall receive any consideration other than common shares of the resulting or surviving corporation, the Committee shall determine the appropriate change in grants after such an event; provided, however, such change shall not be to the detriment of the Executive. 8) Notices Any notices required to be given hereunder to the Company shall be addressed to The Secretary, RJR Nabisco Holdings, Inc., 1301 Avenue of the Americas, New York, NY 10019-6013 and any notice required to be given hereunder to the Grantee shall be sent to the Grantee's address as shown on the records of the Company. 9) Executive. In consideration of the potential grants under this Agreement, the Executive specifically agrees that the Committee shall have the exclusive power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan and Agreement as are consistent therewith and to interpret or revoke any such rules. The Committee in its exclusive discretion may substitute cash or any other award equal in value to the awarded amount calculated under Section 2. All actions taken and all interpretation and determinations made by the Committee shall be final, conclusive, and binding upon the Executive, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Agreement. The Committee may delegate its interpretive authority to an officer or officers of the Company.

IN WITNESS WHEREOF, the Company, by its duly authorized officer, and the Executive have executed this Agreement as of the Date of Grant first above written. RJR NABISCO HOLDINGS CORP. By___________________________ Authorized Signatory Executive Grantee's Taxpayer Identification Number:

Grantee's Home Address:

EEP 4 year

IN WITNESS WHEREOF, the Company, by its duly authorized officer, and the Executive have executed this Agreement as of the Date of Grant first above written. RJR NABISCO HOLDINGS CORP. By___________________________ Authorized Signatory Executive Grantee's Taxpayer Identification Number:

Grantee's Home Address:

EEP 4 year RJR NABISCO HOLDINGS CORP. 1990 LONG TERM INCENTIVE PLAN EXECUTIVE EQUITY PROGRAM DATE OF AGREEMENT July 1, 1993 WITNESSETH: 1) General Pursuant to the terms of the 1990 Long Term Incentive Plan (the "Plan"), RJR Nabisco Holdings Corp. (the "Company") on the date above has agreed, subject to the eligibility provisions and other contingencies described herein, to make certain awards to: NAME (the "Executive") 2) Grants To Be Made The Executive, if eligible pursuant to Section 3 of this Agreement, shall, on the Grant Dates specified below, receive a grant of Common Stock of the Company ("Shares") with a fair market value on the Grant Date equal to the amount, if any, by which (x) exceeds (y) where, (x) is a percentage, as stated below, of the Executive's Hypothetical Loan Balance (as defined in Section 4) on the Grant Date; and (y) is the fair market value on the Grant Date of the percentage described below of the Executive's Purchase Shares pledged under a Promissory Note to the Company.

Grant Date

(x) Percent of Hypothetical Loan

(y) Percent of LTIP

EEP 4 year RJR NABISCO HOLDINGS CORP. 1990 LONG TERM INCENTIVE PLAN EXECUTIVE EQUITY PROGRAM DATE OF AGREEMENT July 1, 1993 WITNESSETH: 1) General Pursuant to the terms of the 1990 Long Term Incentive Plan (the "Plan"), RJR Nabisco Holdings Corp. (the "Company") on the date above has agreed, subject to the eligibility provisions and other contingencies described herein, to make certain awards to: NAME (the "Executive") 2) Grants To Be Made The Executive, if eligible pursuant to Section 3 of this Agreement, shall, on the Grant Dates specified below, receive a grant of Common Stock of the Company ("Shares") with a fair market value on the Grant Date equal to the amount, if any, by which (x) exceeds (y) where, (x) is a percentage, as stated below, of the Executive's Hypothetical Loan Balance (as defined in Section 4) on the Grant Date; and (y) is the fair market value on the Grant Date of the percentage described below of the Executive's Purchase Shares pledged under a Promissory Note to the Company.

Grant Date ----

(x) Percent of Hypothetical Loan ---------------------------Balance ------25% 33% 50% 100%

(y) Percent of LTIP --------------Purchase Shares --------------25% 25% 25% 25%

July 1, 1994 July 1, 1995 July 1, 1996 July 1, 1997

Each grant described above shall be increased by the number of Shares having a fair market value on the Grant date equal to the amount needed (i) to cover the stock transfer fees as calculated by the Company in both the sale of Shares granted by this Agreement and the Shares described in (y) above and (ii) to hold the Executive harmless from Federal, State and Local income taxes as calculated by the Company due as a result of the grant, if any, pursuant to this Agreement. The Shares when and if granted shall be freely transferable after the Grant Date. 3) Eligibility For Grant The Executive shall be eligible for a grant on the Grant Dates specified in Section 2 if, and only if, the Executive was actively employed on July 1, 1993 and on the Grant Date Executive is in any one of the following

Grant Date ----

(x) Percent of Hypothetical Loan ---------------------------Balance ------25% 33% 50% 100%

(y) Percent of LTIP --------------Purchase Shares --------------25% 25% 25% 25%

July 1, 1994 July 1, 1995 July 1, 1996 July 1, 1997

Each grant described above shall be increased by the number of Shares having a fair market value on the Grant date equal to the amount needed (i) to cover the stock transfer fees as calculated by the Company in both the sale of Shares granted by this Agreement and the Shares described in (y) above and (ii) to hold the Executive harmless from Federal, State and Local income taxes as calculated by the Company due as a result of the grant, if any, pursuant to this Agreement. The Shares when and if granted shall be freely transferable after the Grant Date. 3) Eligibility For Grant The Executive shall be eligible for a grant on the Grant Dates specified in Section 2 if, and only if, the Executive was actively employed on July 1, 1993 and on the Grant Date Executive is in any one of the following categories: a) Actively employed by the Company b) Terminated by the Company without Cause as defined herein c) Deceased, disabled, or retired and consent of the Chief Executive Officer of the Company to continue grants is given. 4) Definitions a) Capitalized terms, unless otherwise defined herein, shall have the meaning described in the 1990 Long Term Incentive Plan. b) Hypothetical Loan Balance. The Hypothetical Loan Balance ("HLB") shall be calculated in the exclusive discretion of the Company, and the Company's calculation shall be final, conclusive, and binding on the Company and the Executive. In determining the HLB, it shall be assumed that the Executive took all Company loans available on the date he acquired Purchase Shares under the Plan. Any payments applied to the HLB as the result of the sale of Purchase Shares or the application of grants under this Agreement will reduce the HLB, whereas payments which are not so derived will not reduce the HLB. Furthermore, in determining the declining value of the HLB with each successive grant under this Agreement, it shall be assumed that the full value of (i) the amount, if any, by which (x) exceeds (y) in Section 2 and (ii) the full value of (y) in Section 2 are applied against the HLB. The Executive's HLB as of July 1, 1993 is described in Attachment 1 hereto. c) Cause. For purposes of this Agreement, an Executive's employment shall be deemed to have been terminated for "Cause" if the termination results from the Executive's: (a) criminal conduct, (b) deliberate and continual refusal to perform employment duties on substantially a full time basis, (c) deliberate and continual refusal to act in accordance with any specific lawful instructions of an authorized officer or employee more senior than the Executive, or (d) deliberate misconduct which could be materially damaging to the Company or any of its business operations without a reasonable good faith belief by the Executive that such conduct was in the best interests of the Company. A termination of the Executive's employment shall not be deemed for Cause hereunder unless the senior personnel executive of the Company shall confirm that any such termination is for Cause as defined hereunder. Any voluntary termination by the Executive in anticipation of an involuntary termination of the Executive's employment for Cause shall be deemed to be a termination of Executive's employment for Cause. 5) Transferability. Other than as specifically provided in the Plan with regard to the death of the executive, this Agreement and any benefit provided or accruing hereunder shall not be subject in any manner to anticipation,

c) Cause. For purposes of this Agreement, an Executive's employment shall be deemed to have been terminated for "Cause" if the termination results from the Executive's: (a) criminal conduct, (b) deliberate and continual refusal to perform employment duties on substantially a full time basis, (c) deliberate and continual refusal to act in accordance with any specific lawful instructions of an authorized officer or employee more senior than the Executive, or (d) deliberate misconduct which could be materially damaging to the Company or any of its business operations without a reasonable good faith belief by the Executive that such conduct was in the best interests of the Company. A termination of the Executive's employment shall not be deemed for Cause hereunder unless the senior personnel executive of the Company shall confirm that any such termination is for Cause as defined hereunder. Any voluntary termination by the Executive in anticipation of an involuntary termination of the Executive's employment for Cause shall be deemed to be a termination of Executive's employment for Cause. 5) Transferability. Other than as specifically provided in the Plan with regard to the death of the executive, this Agreement and any benefit provided or accruing hereunder shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge; and any attempt to do so shall be void. No such benefit shall, prior to receipt thereof by the Executive, be in any manner liable for or subject to the debts, contracts, liabilities, engagements or torts of the Executive. 6) No Right to Employment. Neither the execution and delivery of this Agreement nor the granting of the Shares hereby shall constitute any agreement or understanding, express or implied, on the part of the Company or its subsidiaries to employ the Executive for any specific period or in any specific capacity or shall prevent the Company or its subsidiaries from terminating the Executive's employment at any time with or without Cause. "Termination of employment" under the Plan and this Agreement means termination from active employment; it does not mean the termination of pay and benefits at the end of salary continuation (or other form of severance pay or pay in lieu of salary). 7) Change in Common Stock or Corporate Structure. a) If at any time the number or nature of outstanding shares of Common Stock of the Company shall be increased or changed as the result of any stock dividend, subdivision or reclassification of shares, the number or nature of shares of Common Stock to be granted to the Executive on any Grant Date after such an event shall be increased or changed in the same proportion or manner as the outstanding number of shares of Common Stock is increased or changed, or if the number of outstanding shares of

Common Stock shall at any time be decreased as the result of any combination or reclassification of shares, the number of shares of Common Stock in the Executive's grants after such an event shall be decreased in the same proportion as the outstanding number of shares of Common Stock is decreased. b) In the event the Company shall at any time be consolidated with or merged into any other corporation and holders of the Company's Common Stock receive common shares of the resulting or surviving corporation, there shall be an adjustment to the Executive's future grants after such an event, and in place of the shares to be awarded, a stock equivalent shall be determined by multiplying the number of common shares of stock given in exchange for a share of Common Stock upon such consolidation or merger, by the number of shares of Common Stock to which the Executive's grants are equivalent. If in such a consolidation or merger, holders of the Company's Common Stock shall receive any consideration other than common shares of the resulting or surviving corporation, the Committee shall determine the appropriate change in grants after such an event; provided, however, such change shall not be to the detriment of the Executive. 8) Notices Any notices required to be given hereunder to the Company shall be addressed to The Secretary, RJR Nabisco Holdings, Inc., 1301 Avenue of the Americas, New York, NY 10019-6013 and any notice required to be given hereunder to the Grantee shall be sent to the Grantee's address as shown on the records of the Company. 9) Executive. In consideration of the potential grants under this Agreement, the Executive specifically agrees that the Committee shall have the exclusive power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan and Agreement as are consistent therewith and to interpret or revoke any such rules. The Committee in its exclusive discretion may substitute cash or any other award equal in value to the awarded amount calculated under Section 2. All actions taken and all interpretation

Common Stock shall at any time be decreased as the result of any combination or reclassification of shares, the number of shares of Common Stock in the Executive's grants after such an event shall be decreased in the same proportion as the outstanding number of shares of Common Stock is decreased. b) In the event the Company shall at any time be consolidated with or merged into any other corporation and holders of the Company's Common Stock receive common shares of the resulting or surviving corporation, there shall be an adjustment to the Executive's future grants after such an event, and in place of the shares to be awarded, a stock equivalent shall be determined by multiplying the number of common shares of stock given in exchange for a share of Common Stock upon such consolidation or merger, by the number of shares of Common Stock to which the Executive's grants are equivalent. If in such a consolidation or merger, holders of the Company's Common Stock shall receive any consideration other than common shares of the resulting or surviving corporation, the Committee shall determine the appropriate change in grants after such an event; provided, however, such change shall not be to the detriment of the Executive. 8) Notices Any notices required to be given hereunder to the Company shall be addressed to The Secretary, RJR Nabisco Holdings, Inc., 1301 Avenue of the Americas, New York, NY 10019-6013 and any notice required to be given hereunder to the Grantee shall be sent to the Grantee's address as shown on the records of the Company. 9) Executive. In consideration of the potential grants under this Agreement, the Executive specifically agrees that the Committee shall have the exclusive power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan and Agreement as are consistent therewith and to interpret or revoke any such rules. The Committee in its exclusive discretion may substitute cash or any other award equal in value to the awarded amount calculated under Section 2. All actions taken and all interpretation and determinations made by the Committee shall be final, conclusive, and binding upon the Executive, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Agreement. The Committee may delegate its interpretive authority to an officer or officers of the Company.

IN WITNESS WHEREOF, the Company, by its duly authorized officer, and the Executive have executed this Agreement as of the Date of Grant first above written. RJR NABISCO HOLDINGS CORP. By___________________________ Authorized Signatory Executive Grantee's Taxpayer Identification Number:

Grantee's Home Address:

AMENDMENT AND EXCHANGE OF SECURED PROMISSORY NOTE The undersigned promises to pay the currently outstanding balance under previously executed Secured Promissory Notes to RJR Nabisco Holdings Corp. pursuant to the terms of any and all such Notes, except that interest on the unpaid balance of all indebtedness shall accrue from July 1, 1993 at the applicable Federal rate

IN WITNESS WHEREOF, the Company, by its duly authorized officer, and the Executive have executed this Agreement as of the Date of Grant first above written. RJR NABISCO HOLDINGS CORP. By___________________________ Authorized Signatory Executive Grantee's Taxpayer Identification Number:

Grantee's Home Address:

AMENDMENT AND EXCHANGE OF SECURED PROMISSORY NOTE The undersigned promises to pay the currently outstanding balance under previously executed Secured Promissory Notes to RJR Nabisco Holdings Corp. pursuant to the terms of any and all such Notes, except that interest on the unpaid balance of all indebtedness shall accrue from July 1, 1993 at the applicable Federal rate (6.37%). Employee Printed Name Date: July 1, 1993 As an incentive to Employee's continued employment with the Company or an affiliate thereof, and as the holder of the above referenced promissory notes, the Company agrees to the above amendment; and further agrees that partial sales of Stock pledged under the Notes will be applied to pay the loan balance without accelerating that date upon which the entire loan balance becomes due and payable; provided, however, until the principal amount and accrued interest on the Loan are repaid in full, such stock shall only be sold by the Company, acting on behalf of Employee, for the purpose of repaying the loan balance. RJR Nabisco Holdings Corp. By:______________________ Date: July 1, 1993

EXHIBIT 11 RJR NABISCO HOLDINGS CORP. COMPUTATIONS OF EARNINGS PER SHARE (DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)

AMENDMENT AND EXCHANGE OF SECURED PROMISSORY NOTE The undersigned promises to pay the currently outstanding balance under previously executed Secured Promissory Notes to RJR Nabisco Holdings Corp. pursuant to the terms of any and all such Notes, except that interest on the unpaid balance of all indebtedness shall accrue from July 1, 1993 at the applicable Federal rate (6.37%). Employee Printed Name Date: July 1, 1993 As an incentive to Employee's continued employment with the Company or an affiliate thereof, and as the holder of the above referenced promissory notes, the Company agrees to the above amendment; and further agrees that partial sales of Stock pledged under the Notes will be applied to pay the loan balance without accelerating that date upon which the entire loan balance becomes due and payable; provided, however, until the principal amount and accrued interest on the Loan are repaid in full, such stock shall only be sold by the Company, acting on behalf of Employee, for the purpose of repaying the loan balance. RJR Nabisco Holdings Corp. By:______________________ Date: July 1, 1993

EXHIBIT 11 RJR NABISCO HOLDINGS CORP. COMPUTATIONS OF EARNINGS PER SHARE (DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
YEAR ENDED DECEMBER 31, 1993(A) -----------------------FULLY PRIMARY DILUTED ---------- -----------Average number of common and common equivalent shares outstanding during the period (in thousands): Common stock issued and outstanding at beginning of period.................... Less: shares related to unamortized value of restricted stock.................... YEAR ENDED DECEMBER 31, 1992(A) -----------------------FULLY PRIMARY DILUTED ---------- -----------YE DEC -------PRIMARY --------

1,344,649 ----------1,344,649

1,344,649 ------------1,344,649

1,331,659

1,331,659

580,02 (34 -------579,68

(120) (120) ---------- -----------1,331,539 1,331,539

Average number of shares of common stock

EXHIBIT 11 RJR NABISCO HOLDINGS CORP. COMPUTATIONS OF EARNINGS PER SHARE (DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
YEAR ENDED DECEMBER 31, 1993(A) -----------------------FULLY PRIMARY DILUTED ---------- -----------Average number of common and common equivalent shares outstanding during the period (in thousands): Common stock issued and outstanding at beginning of period.................... Less: shares related to unamortized value of restricted stock.................... YEAR ENDED DECEMBER 31, 1992(A) -----------------------FULLY PRIMARY DILUTED ---------- -----------YE DEC -------PRIMARY --------

1,344,649 ----------1,344,649 3,541

1,344,649 ------------1,344,649 3,541

1,331,659

1,331,659

580,02 (34 -------579,68 227,76

(120) (120) ---------- -----------1,331,539 1,331,539 11,835 11,836

Average number of shares of common stock issued during the period............... Average number of shares related to value of restricted stock earned during the period................................. Average number of stock warrants and options outstanding during the period................................. Average number of shares issuable on conversion of redeemable convertible preferred stock........................ Average number of shares issuable on conversion of senior converting debentures............................. ESOP convertible preferred stock......... Average number of Series A Depositary Shares issued during the period(B)..... Average number of common and common equivalent shares outstanding during the period (in thousands)..............

1,006

1,006

60

60

11

--

6,217

20,115

20,167

49,82

--

10,498

--

11,203

--

-------------

5,548 15,610 -------------

-------------

20,203 15,625 -------------

--30,24 --------

1,349,196 -------------------

1,387,069 -----------------------

1,363,549 -------------------

1,410,633 -----------------------

887,62 ---------------

Net income (loss) applicable to common stock: Income (loss) before extraordinary item................................... Interest on senior converting debentures (net of income taxes).................. Preferred stock dividends................ Income tax benefit on ESOP convertible preferred stock dividends.............. Income (loss) before extraordinary item applicable to common stock............. Extraordinary item--(loss) gain on early extinguishments of debt, net of income taxes.................................. Net income (loss) applicable to common stock..................................

$ --

(3)

$

(3) 17 (43)

$ --

776

$

776 51

$ --

36

(68) ----------(71)

(31) ----------745

-(6) -----------821

(17 --------19

(1) -----------(30)

(142) (142) ---------- -----------$ (213) $ (172) ---------- --------------------- ------------

(477) (477) ---------- -----------$ 268 ------------------$ 344 -----------------------

--------$ 19 ---------------

Net income (loss) per common and common equivalent share: Income (loss) before extraordinary item..................................... Extraordinary item....................... Net income (loss)........................

(0.05) $ (0.02) (0.10) (0.10) ---------- -----------$ (0.15) $ (0.12) ---------- --------------------- ------------

$

0.55 $ 0.58 (0.35) (0.34) ---------- -----------$ 0.20 $ 0.24 ---------- --------------------- ------------

$

0.2 --------$ 0.2 ---------------

$

(A) The calculations of fully diluted earnings per share are antidilutive; therefore, primary earnings per share are used for financial statement purposes. (B) Each Series A Depositary Share represents a one-quarter ownership interest in a share of Series A Preferred Stock of Holdings.

EXHIBIT 12 RJR NABISCO, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES/ DEFICIENCY IN THE COVERAGE OF FIXED CHARGES BY EARNINGS BEFORE FIXED CHARGES (DOLLARS IN MILLIONS)
YEAR ENDED DECEMBER 31, -----------------------------------------1993 1992 1991 1990 --------- --------- --------- --------Earnings before fixed charges: Income (loss) from continuing operations.............................. Provision for income taxes.............. Income (loss) before income taxes....... Interest expense........................ Amortization of debt issuance costs..... Interest portion of rental expense...... Earnings before fixed charges(a).......... FEBRUARY 9, 1989 THROUGH DECEMBER 31, 198 -----------------

(4) 116 --------112 1,167 19 52 --------$ 1,350 ----------------1,167 19 52 9 --------$ 1,247 ----------------$

$

783 693 --------1,476 1,340 19 49 --------$ 2,884 ----------------1,340 19 49 5 --------$ 1,413 ----------------$

$

349 301 --------650 2,030 110 56 --------$ 2,846 ----------------2,030 110 56 10 --------$ 2,206 ----------------$

$

(283) 152 --------(131) 2,724 175 49 --------$ 2,817 ----------------2,724 175 49 12 --------$ 2,960 ----------------$

$

(816) (74) -------(890) 2,655 444 41 -------$ 2,250 --------------2,655 444 41 12 -------$ 3,152 --------------$

$

Fixed charges: Interest expense........................ Amortization of debt issuance costs..... Interest portion of rental expense...... Capitalized interest.................... Total fixed charges..................

Deficiency in the coverage of fixed charges by earnings before fixed charges.................................

Ratio of earnings to fixed charges........

$ -----------------1.1 -----------------

$ -----------------2.0 -----------------

$ -----------------1.3 -----------------

$ (143) ----------------------------------

$

(902) ------------------------------

(a) Includes non-cash amortization of trademarks and goodwill for each of the years in the four-year period ended December 31, 1993 and each of the periods within the one-year period ended December 31, 1989 of $625 million, $616 million, $609 million, $608 million, $557 million and $10 million, respectively.

RJR NABISCO HOLDINGS CORP. Date of Place of Name of Subsidiary Incorporation Incorporation
RJR Nabisco Holdings Corp. RJR Nabisco, Inc. Oct 25, 1988 Mar 04, 1970 Delaware Delaware

EXHIBIT 12 RJR NABISCO, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES/ DEFICIENCY IN THE COVERAGE OF FIXED CHARGES BY EARNINGS BEFORE FIXED CHARGES (DOLLARS IN MILLIONS)
YEAR ENDED DECEMBER 31, -----------------------------------------1993 1992 1991 1990 --------- --------- --------- --------Earnings before fixed charges: Income (loss) from continuing operations.............................. Provision for income taxes.............. Income (loss) before income taxes....... Interest expense........................ Amortization of debt issuance costs..... Interest portion of rental expense...... Earnings before fixed charges(a).......... FEBRUARY 9, 1989 THROUGH DECEMBER 31, 198 -----------------

(4) 116 --------112 1,167 19 52 --------$ 1,350 ----------------1,167 19 52 9 --------$ 1,247 ----------------$

$

783 693 --------1,476 1,340 19 49 --------$ 2,884 ----------------1,340 19 49 5 --------$ 1,413 ----------------$

$

349 301 --------650 2,030 110 56 --------$ 2,846 ----------------2,030 110 56 10 --------$ 2,206 ----------------$

$

(283) 152 --------(131) 2,724 175 49 --------$ 2,817 ----------------2,724 175 49 12 --------$ 2,960 ----------------$

$

(816) (74) -------(890) 2,655 444 41 -------$ 2,250 --------------$ 2,655 444 41 12 -------$ 3,152 ---------------

$

Fixed charges: Interest expense........................ Amortization of debt issuance costs..... Interest portion of rental expense...... Capitalized interest.................... Total fixed charges..................

Deficiency in the coverage of fixed charges by earnings before fixed charges.................................

Ratio of earnings to fixed charges........

$ -----------------1.1 -----------------

$ -----------------2.0 -----------------

$ -----------------1.3 -----------------

$ (143) ----------------------------------

$

(902) ------------------------------

(a) Includes non-cash amortization of trademarks and goodwill for each of the years in the four-year period ended December 31, 1993 and each of the periods within the one-year period ended December 31, 1989 of $625 million, $616 million, $609 million, $608 million, $557 million and $10 million, respectively.

RJR NABISCO HOLDINGS CORP. Date of Place of Name of Subsidiary Incorporation Incorporation
RJR Nabisco Holdings Corp. RJR Nabisco, Inc. Airco IHC, Inc. Andalucia A.V.V. Arjay Equipment Corporation Arjay Holdings, Inc. Associated Biscuits * Batavia Inc. Beech-Nut LifeSavers (Panama) S.A. Bisco Services B.V. Camel Racing Inc. Cartera e Inversiones S.A. * CGM-Cooperation GmbH Oct 25, 1988 Mar 04, 1970 Mar Nov Nov May Mar Jul Jul Dec Jun Mar Jan 22, 28, 08, 07, 29, 31, 12, 22, 22, 05, 15, 1989 1988 1968 1984 1898 1951 1963 1988 1989 1979 1990 Delaware Delaware Delaware Aruba Delaware Delaware England New Jersey Panama Netherlands Canada Peru Germany

RJR NABISCO HOLDINGS CORP. Date of Place of Name of Subsidiary Incorporation Incorporation
RJR Nabisco Holdings Corp. RJR Nabisco, Inc. Airco IHC, Inc. Andalucia A.V.V. Arjay Equipment Corporation Arjay Holdings, Inc. Associated Biscuits * Batavia Inc. Beech-Nut LifeSavers (Panama) S.A. Bisco Services B.V. Camel Racing Inc. Cartera e Inversiones S.A. * CGM-Cooperation GmbH China-American Cigarette Company Limited (50%)*** Colophon Company Limited * Comercial La Favorita, C.A. Comercial Benut, S.A. de C.V. ** Compania Nacional de Galletas Nabisco La Favorita C.A. Compania Venezolana de Conservas C.A. Compania Venezolana de Conservas Covenco II, C.A. Covenco Holding C.A. Oct 25, 1988 Mar 04, 1970 Mar Nov Nov May Mar Jul Jul Dec Jun Mar Jan May Jul Aug Mar 22, 28, 08, 07, 29, 31, 12, 22, 22, 05, 15, 29, 09, 14, 16, 1989 1988 1968 1984 1898 1951 1963 1988 1989 1979 1990 1984 1981 1991 1977 Delaware Delaware Delaware Aruba Delaware Delaware England New Jersey Panama Netherlands Canada Peru Germany China Bermuda Venezuela Mexico Venezuela Venezuela Venezuela Venezuela

Jun 06, 1938 Jul 25, 1969 Aug 20, 1991 Nov 26, 1991

* Inactive ** In Liquidation December 31, 1993 *** Partnership Page 1 **** Nameholder SUB-CURR

RJR NABISCO HOLDINGS CORP. Date of Place of Name of Subsidiary Incorporation Incorporation
Dely, S.A. Distribuidora Pan Americana, S.A. Exhold Limited Expefo, Inc. Export "A" Inc. F.& R. Peru, S.A. Fleischmann Argentina S.A. * Fleischmann Corporation, The Fleischmann Ecuatoriana S.A. Fleischmann International, Inc. Fleischmann Peruana Inc. Fleischmann Uruguaya S.A. Freezer Queen Foods (Canada) Limited Fulmer Corporation Limited Fulmer Two S.A. * Gelatinas Ecuatorianas S.A. (66.7%) GEM: Global Event Management, Ltd. Global Events Management, Inc. Golden Sociedad Anonima Grapple Company Limited Grupo Gamesa, S.A. de C.V. (1%) Hanover Servicing, Inc. Haus Neuerburg GmbH Hervin Company, The Hervin Holdings, Inc. Dec Oct Oct Mar Mar Jan Dec Nov Sep Nov Sep Mar Nov May Jul Nov Jun Sep Apr Sep Jul Jan Feb May Mar 18, 22, 03, 09, 31, 28, 13, 02, 16, 20, 01, 09, 03, 15, 01, 21, 27, 05, 01, 02, 29, 12, 25, 28, 29, 1960 1974 1989 1965 1989 1972 1990 1929 1977 1944 1939 1961 1967 1981 1991 1978 1991 1991 1966 1985 1981 1990 1977 1965 1988 Guatemala Panama Liberia Delaware Canada Peru Argentina Delaware Ecuador Delaware Delaware Uruguay Ontario, Canada Bahamas Panama Ecuador England Delaware Costa Rica Bahamas Mexico Delaware Germany Oregon Delaware

Hickey & Nicholson Tobacco Company, Ltd., The * Apr 30, 1906 Prince Edward Is. Huntley & Palmer Foods Pensions Limited ? 1967 England

RJR NABISCO HOLDINGS CORP. Date of Place of Name of Subsidiary Incorporation Incorporation
Dely, S.A. Distribuidora Pan Americana, S.A. Exhold Limited Expefo, Inc. Export "A" Inc. F.& R. Peru, S.A. Fleischmann Argentina S.A. * Fleischmann Corporation, The Fleischmann Ecuatoriana S.A. Fleischmann International, Inc. Fleischmann Peruana Inc. Fleischmann Uruguaya S.A. Freezer Queen Foods (Canada) Limited Fulmer Corporation Limited Fulmer Two S.A. * Gelatinas Ecuatorianas S.A. (66.7%) GEM: Global Event Management, Ltd. Global Events Management, Inc. Golden Sociedad Anonima Grapple Company Limited Grupo Gamesa, S.A. de C.V. (1%) Hanover Servicing, Inc. Haus Neuerburg GmbH Hervin Company, The Hervin Holdings, Inc. Dec Oct Oct Mar Mar Jan Dec Nov Sep Nov Sep Mar Nov May Jul Nov Jun Sep Apr Sep Jul Jan Feb May Mar 18, 22, 03, 09, 31, 28, 13, 02, 16, 20, 01, 09, 03, 15, 01, 21, 27, 05, 01, 02, 29, 12, 25, 28, 29, 1960 1974 1989 1965 1989 1972 1990 1929 1977 1944 1939 1961 1967 1981 1991 1978 1991 1991 1966 1985 1981 1990 1977 1965 1988 Guatemala Panama Liberia Delaware Canada Peru Argentina Delaware Ecuador Delaware Delaware Uruguay Ontario, Canada Bahamas Panama Ecuador England Delaware Costa Rica Bahamas Mexico Delaware Germany Oregon Delaware

Hickey & Nicholson Tobacco Company, Ltd., The * Apr 30, 1906 Prince Edward Is. Huntley & Palmer Foods Pensions Limited ? 1967 England * Inactive ** In Liquidation December 31, 1993 *** Partnership Page 2 **** Nameholder SUB-CURR

RJR NABISCO HOLDINGS CORP. Date of Place of Name of Subsidiary Incorporation Incorporation
Industria de Colores y Sabores S.A. * Jun 21, 1967 Industria de Laticinios Gloria Ltda. Jan 18, 1978 Industrias Alimenticias Maguary S.A. ? Industrias Nabisco Cristal, S.A. (60%) Dec 10, 1965 International Standard Brands (Sharjah) Limited* Sep 05, 1979 Iracema Industrias de Caju S.A. Aug 08, 1978 ISMA (60%) Mar 24, 1993 Jack's Snacks Limited ** May 08, 1972 Jati Industrias de Caju S.A. Sep 24, 1984 Jupiter Produtos Alimenticios Ltda. Mar 02, 1962 Lance, S.A. de C.V. Dec 28, 1982 Landers Centro Americana Fabricantes de Molinos Marca "Corona", S.A. de C.V. (95%) ** Jan 09, 1979 Landers Y Cia, S.A. Oct 01, 1951 Leite Gloria do Nordeste S.A. May 16, 1968 Life Savers Manufacturing, Inc. Apr 21, 1976 Litografia A. Romero, S.A. (.001%) Feb 22, 1978 LMS Investments, Ltd. Oct 21, 1988 Lowney, Inc. Jan 01, 1983 Mahachai Holding Co. Ltd. (49%) Marcas Alimenticias Internacionales S.A. MEX Holdings, Ltd. MEX Holdings II, S.A. de C.V. Mexican Foods Limited (50%) ** Mont Pelrin Inc. NAB New Zealand Holding One, Inc. * Jan Mar Nov Jan Apr May Dec 07, 07, 27, 29, 11, 05, 21, 1986 1979 1991 1992 1972 1954 1988 Colombia Brazil Brazil Nicaragua Sharjah Brazil Russia New Zealand Brazil Brazil Mexico Honduras Colombia Brazil Delaware Canary Is. Cayman Is. Federal, Canada Thailand Panama Delaware Mexico New Zealand New Jersey New York

RJR NABISCO HOLDINGS CORP. Date of Place of Name of Subsidiary Incorporation Incorporation
Industria de Colores y Sabores S.A. * Jun 21, 1967 Industria de Laticinios Gloria Ltda. Jan 18, 1978 Industrias Alimenticias Maguary S.A. ? Industrias Nabisco Cristal, S.A. (60%) Dec 10, 1965 International Standard Brands (Sharjah) Limited* Sep 05, 1979 Iracema Industrias de Caju S.A. Aug 08, 1978 ISMA (60%) Mar 24, 1993 Jack's Snacks Limited ** May 08, 1972 Jati Industrias de Caju S.A. Sep 24, 1984 Jupiter Produtos Alimenticios Ltda. Mar 02, 1962 Lance, S.A. de C.V. Dec 28, 1982 Landers Centro Americana Fabricantes de Molinos Marca "Corona", S.A. de C.V. (95%) ** Jan 09, 1979 Landers Y Cia, S.A. Oct 01, 1951 Leite Gloria do Nordeste S.A. May 16, 1968 Life Savers Manufacturing, Inc. Apr 21, 1976 Litografia A. Romero, S.A. (.001%) Feb 22, 1978 LMS Investments, Ltd. Oct 21, 1988 Lowney, Inc. Jan 01, 1983 Mahachai Holding Co. Ltd. (49%) Marcas Alimenticias Internacionales S.A. MEX Holdings, Ltd. MEX Holdings II, S.A. de C.V. Mexican Foods Limited (50%) ** Mont Pelrin Inc. NAB New Zealand Holding One, Inc. * NAB New Zealand Two IHC, Inc. * Jan Mar Nov Jan Apr May Dec Dec 07, 07, 27, 29, 11, 05, 21, 21, 1986 1979 1991 1992 1972 1954 1988 1988 Colombia Brazil Brazil Nicaragua Sharjah Brazil Russia New Zealand Brazil Brazil Mexico Honduras Colombia Brazil Delaware Canary Is. Cayman Is. Federal, Canada Thailand Panama Delaware Mexico New Zealand New Jersey New York New York

* Inactive ** In Liquidation December 31, 1993 *** Partnership Page 3 **** Nameholder SUB-CURR

RJR NABISCO HOLDINGS CORP. Date of Place of Name of Subsidiary Incorporation Incorporation
Nabisco Nabisco Nabisco Nabisco * Brands Holdings Denmark Limited Brands, Inc. Brands Ltd Dec 24, ? Apr 21, Dec 31, Aug Mar Apr May Jun Mar Mar Sep Nov Mar Mar Dec Mar Apr Jun Sep Dec Dec Mar Feb Dec 22, 25, 05, 10, 13, 15, 01, 21, 17, 29, 22, 30, 22, 05, 07, 13, 22, 22, 22, 03, 17, 1908 1989 1981 1992 1983 1987 1982 1990 1984 1956 1984 1951 1982 1989 1989 1991 1989 1982 1962 1977 1988 1988 1989 1898 1991 England Liberia Delaware Federal, Canada England Delaware Delaware Delaware Delaware England Delaware New York Ecuador Delaware Delaware New Jersey Delaware Nevada England England Netherlands Netherlands Delaware New Jersey US Virgin Is.

Nabisco Brands Nominees Limited Nabisco Brands Trading Ltd. * Nabisco Brands (U.K.) Limited Nabisco Brazil, Inc. Nabisco Caribbean Export, Inc. Nabisco Cereals * Nabisco/Cetus Food Biotechnology Research Partnership (80%) *** Nabisco de Puerto Rico, Inc. Nabisco Ecuador, S.A. Nabisco England IHC, Inc. Nabisco Enterprises IHC, Inc. Nabisco Foods, Inc. Nabisco Foreign Administration, Inc. Nabisco Group Ltd. Nabisco Group Pensions Investments Ltd. Nabisco Group Pensions Limited Nabisco Holding I B.V. * Nabisco Holding II B.V. * Nabisco Holdings IHC, Inc. Nabisco, Inc. Nabisco, Inc. Foreign Sales Corporation

RJR NABISCO HOLDINGS CORP. Date of Place of Name of Subsidiary Incorporation Incorporation
Nabisco Nabisco Nabisco Nabisco * Brands Holdings Denmark Limited Brands, Inc. Brands Ltd Dec 24, ? Apr 21, Dec 31, Aug Mar Apr May Jun Mar Mar Sep Nov Mar Mar Dec Mar Apr Jun Sep Dec Dec Mar Feb Dec 22, 25, 05, 10, 13, 15, 01, 21, 17, 29, 22, 30, 22, 05, 07, 13, 22, 22, 22, 03, 17, 1908 1989 1981 1992 1983 1987 1982 1990 1984 1956 1984 1951 1982 1989 1989 1991 1989 1982 1962 1977 1988 1988 1989 1898 1991 England Liberia Delaware Federal, Canada England Delaware Delaware Delaware Delaware England Delaware New York Ecuador Delaware Delaware New Jersey Delaware Nevada England England Netherlands Netherlands Delaware New Jersey US Virgin Is.

Nabisco Brands Nominees Limited Nabisco Brands Trading Ltd. * Nabisco Brands (U.K.) Limited Nabisco Brazil, Inc. Nabisco Caribbean Export, Inc. Nabisco Cereals * Nabisco/Cetus Food Biotechnology Research Partnership (80%) *** Nabisco de Puerto Rico, Inc. Nabisco Ecuador, S.A. Nabisco England IHC, Inc. Nabisco Enterprises IHC, Inc. Nabisco Foods, Inc. Nabisco Foreign Administration, Inc. Nabisco Group Ltd. Nabisco Group Pensions Investments Ltd. Nabisco Group Pensions Limited Nabisco Holding I B.V. * Nabisco Holding II B.V. * Nabisco Holdings IHC, Inc. Nabisco, Inc. Nabisco, Inc. Foreign Sales Corporation

* Inactive ** In Liquidation December 31, 1993 *** Partnership Page 4 **** Nameholder SUB-CURR

RJR NABISCO HOLDINGS CORP. Date of Place of Name of Subsidiary Incorporation Incorporation
Nabisco International, Inc. Nabisco International Limited Nabisco International, S.A. Nabisco Music Publishers, Inc. Nabisco Music Ventures, Inc. Nabisco (New Zealand) Limited **** Nabisco Pension Trust Limited Nabisco Royal Argentina Inc. Nabisco Royal Colombiana Inc. Nabisco Royal Inc. Nabisco S.A. de C.V. (99%) Nabisco (Thailand) Limited (50+%) ** Nabisco Trading A.G. Nabisco Trading Ltd.* Nabisco Venezuela, C.A. National Biscuit Company **** New York Style Bagel Chip Company, Inc. Northern Brands International, Inc. Nova Zembla Inc. N.V. R. J. Reynolds International S.A.** N.V. R. J. Reynolds Tobacco Belgium S.A.** Outdoor Traders International S.r.L. (35%) Plush Pippin Corporation Plush Pippin Restaurants, Inc. Precis One Hundred Limited Productos Alimenticios Royal Limitada Productos Confitados Salvavidas de Guatemala, S.A. Productos Royal de Honduras, Sociedad Anonima Productos Royal S.A.* Jul Dec Nov Mar Mar Mar Aug Sep Jan Sep Jun Jan Aug Feb Nov Jan Apr Dec Aug May Sep Jan Aug Aug Feb Mar 29, 11, 26, 24, 24, 30, 31, 29, 03, 03, 15, 07, 02, 20, 26, 17, 13, 10, 19, 06, 09, 17, 06, 29, 12, 22, 1947 1987 1953 1986 1986 1990 1956 1934 1938 1932 1992 1986 1960 1986 1991 1971 1992 1992 1975 1987 1988 1991 1986 1974 1982 1978 Delaware Nevada Panama Delaware Delaware New Zealand England Delaware Delaware Delaware Mexico Thailand Switzerland England Venezuela Delaware Delaware Delaware New Jersey Belgium Belgium Italy Washington Oregon England Chile Guatemala Honduras Argentina

Jul 03, 1974 Jul 22, 1982 Dec 27, 1977

RJR NABISCO HOLDINGS CORP. Date of Place of Name of Subsidiary Incorporation Incorporation
Nabisco International, Inc. Nabisco International Limited Nabisco International, S.A. Nabisco Music Publishers, Inc. Nabisco Music Ventures, Inc. Nabisco (New Zealand) Limited **** Nabisco Pension Trust Limited Nabisco Royal Argentina Inc. Nabisco Royal Colombiana Inc. Nabisco Royal Inc. Nabisco S.A. de C.V. (99%) Nabisco (Thailand) Limited (50+%) ** Nabisco Trading A.G. Nabisco Trading Ltd.* Nabisco Venezuela, C.A. National Biscuit Company **** New York Style Bagel Chip Company, Inc. Northern Brands International, Inc. Nova Zembla Inc. N.V. R. J. Reynolds International S.A.** N.V. R. J. Reynolds Tobacco Belgium S.A.** Outdoor Traders International S.r.L. (35%) Plush Pippin Corporation Plush Pippin Restaurants, Inc. Precis One Hundred Limited Productos Alimenticios Royal Limitada Productos Confitados Salvavidas de Guatemala, S.A. Productos Royal de Honduras, Sociedad Anonima Productos Royal S.A.* Jul Dec Nov Mar Mar Mar Aug Sep Jan Sep Jun Jan Aug Feb Nov Jan Apr Dec Aug May Sep Jan Aug Aug Feb Mar 29, 11, 26, 24, 24, 30, 31, 29, 03, 03, 15, 07, 02, 20, 26, 17, 13, 10, 19, 06, 09, 17, 06, 29, 12, 22, 1947 1987 1953 1986 1986 1990 1956 1934 1938 1932 1992 1986 1960 1986 1991 1971 1992 1992 1975 1987 1988 1991 1986 1974 1982 1978 Delaware Nevada Panama Delaware Delaware New Zealand England Delaware Delaware Delaware Mexico Thailand Switzerland England Venezuela Delaware Delaware Delaware New Jersey Belgium Belgium Italy Washington Oregon England Chile Guatemala Honduras Argentina

Jul 03, 1974 Jul 22, 1982 Dec 27, 1977

Produtos Alimenticios Fleischmann e Royal Ltda. Nov 28, 1964 Brazil Produtos Alimenticios Fleischmann Ltda. Dec 29, 1978 Brazil * Inactive ** In Liquidation December 31, 1993 *** Partnership Page 5 **** Nameholder SUB-CURR

RJR NABISCO HOLDINGS CORP. Date of Place of Name of Subsidiary Incorporation Incorporation
R. J. Reynolds Berhad (60%) R. J. Reynolds (Canary Islands) S.A. (55%) R. J. Reynolds (Cyprus) Limited R. J. Reynolds Espana, S.L. (50+%) R. J. Reynolds Europe, Inc. R. J. Reynolds Finance S.A. R. J. Reynolds, Inc. R. J. Reynolds International, Inc. R. J. Reynolds Italia S.r.L. R. J. Reynolds (Korea) Ltd. R. J. Reynolds/M.C. Tobacco Company, Limited (70%) R. J. Reynolds Overseas Finance Co. N.V. R. J. Reynolds (Portugal) Empresa Comercial de Tabaco Ltda. (50%) R. J. Reynolds Reklam Ve Pazarlama A.S. R. J. Reynolds Scandinavia A.B. R.J. Reynolds (SEA) SDN BHD R. J. Reynolds (Thailand) Inc. R. J. Reynolds Tobacco Australia Inc. ** R. J. Reynolds Tobacco B.V. R. J. Reynolds Tobacco Company R. J. Reynolds Tobacco Company Jan Apr Feb ? Apr Sep Oct Dec Feb Mar 29, 1970 , 1987 20, 1990 ? 24, 1992 17, 1982 09, 1985 13, 1985 09, 1989 09, 1989 Malaysia Canary Is. Cyprus Delaware Switzerland Delaware Delaware Italy Korea Japan Neth. Antilles Portugal Turkey Sweden Malaysia Delaware Delaware Netherlands New Jersey Delaware

Jul 01, 1982 Oct 21, 1977

Jul Mar Apr Aug Aug Jul Sep Apr Aug

20, 22, 12, 29, 06, 20, 24, 04, 08,

1980 1990 1969 1992 1992 1981 1973 1899 1969

RJR NABISCO HOLDINGS CORP. Date of Place of Name of Subsidiary Incorporation Incorporation
R. J. Reynolds Berhad (60%) R. J. Reynolds (Canary Islands) S.A. (55%) R. J. Reynolds (Cyprus) Limited R. J. Reynolds Espana, S.L. (50+%) R. J. Reynolds Europe, Inc. R. J. Reynolds Finance S.A. R. J. Reynolds, Inc. R. J. Reynolds International, Inc. R. J. Reynolds Italia S.r.L. R. J. Reynolds (Korea) Ltd. R. J. Reynolds/M.C. Tobacco Company, Limited (70%) R. J. Reynolds Overseas Finance Co. N.V. R. J. Reynolds (Portugal) Empresa Comercial de Tabaco Ltda. (50%) R. J. Reynolds Reklam Ve Pazarlama A.S. R. J. Reynolds Scandinavia A.B. R.J. Reynolds (SEA) SDN BHD R. J. Reynolds (Thailand) Inc. R. J. Reynolds Tobacco Australia Inc. ** R. J. Reynolds Tobacco B.V. R. J. Reynolds Tobacco Company R. J. Reynolds Tobacco Company R. J. Reynolds Tobacco Company (Hong Kong), Limited R. J. Reynolds Tobacco Company S.A.E. R. J. Reynolds Tobacco Company Sdn. Bhd. R. J. Reynolds Tobacco Company (Taiwan), Inc. R. J. Reynolds Tobacco (Czechoslovakia) Spol. s.r.o. R. J. Reynolds Tobacco Dagmersellen A.G. R. J. Reynolds Tobacco Espana S.A. R. J. Reynolds Tobacco Foreign Sales Corporation R. J. R. J. R. J. R .J. R. J. Reynolds Reynolds Reynolds Reynolds Reynolds Tobacco Tobacco Tobacco Tobacco Tobacco France S.A. GmbH (Hellas) A.E.B.E. (Hungary) Kft (Hungary) LLC Jan Apr Feb ? Apr Sep Oct Dec Feb Mar 29, 1970 , 1987 20, 1990 ? 24, 1992 17, 1982 09, 1985 13, 1985 09, 1989 09, 1989 Malaysia Canary Is. Cyprus Delaware Switzerland Delaware Delaware Italy Korea Japan Neth. Antilles Portugal Turkey Sweden Malaysia Delaware Delaware Netherlands New Jersey Delaware Hong Kong Spain Malaysia Delaware Czech. Switzerland Spain US Virgin Is. France Germany Greece Hungary Hungary

Jul 01, 1982 Oct 21, 1977

Jul Mar Apr Aug Aug Jul Sep Apr Aug Apr Apr Oct Apr

20, 22, 12, 29, 06, 20, 24, 04, 08, 07, 27, 10, 14,

1980 1990 1969 1992 1992 1981 1973 1899 1969 1970 1971 1973 1988

Apr 12, 1991 Mar 03, 1966 Jul 20, 1982 Dec 19, 1984 Aug Nov Sep Jun Feb 21, 30, 24, 18, 27, 1976 1957 1981 1991 1991

* Inactive ** In Liquidation December 31, 1993 *** Partnership Page 6 **** Nameholder SUB-CURR

RJR NABISCO HOLDINGS CORP. Date of Place of Name of Subsidiary Incorporation Incorporation
R. J. Reynolds Tobacco International (Asia Pacific), Inc. R. J. Reynolds Tobacco International (Hong Kong) Limited R. J. Reynolds Tobacco International, Inc. R. J. Reynolds Tobacco International (Korea) Inc. R. J. Reynolds Tobacco International (Mexico) Inc. R. J. Reynolds Tobacco International S.A. R. J. Reynolds Tobacco - Kremenchug R. J. Reynolds Tobacco Limited * R. J. Reynolds Tobacco (Poland) S.o.o. R. J. Reynolds Tobacco Rt R. J. Reynolds Tobacco (UK) Limited R. J. Reynolds Trading Company Sdn. Bhd. R. J. Reynolds Tutun Sanayi A.S. Nov 27, 1978 Jul 28, 1987 Jan 12, 1976 Jan 17, 1991 Jun Nov Jun Jun Jan Jul Nov Nov Feb 24, 03, 01, 18, 07, 28, 18, 06, , 1981 1966 1993 1975 1991 1992 1980 1987 1992 Delaware Hong Kong Delaware Delaware Delaware Switzerland Ukraine New Zealand Poland Hungary England Malaysia Turkey

RJR NABISCO HOLDINGS CORP. Date of Place of Name of Subsidiary Incorporation Incorporation
R. J. Reynolds Tobacco International (Asia Pacific), Inc. R. J. Reynolds Tobacco International (Hong Kong) Limited R. J. Reynolds Tobacco International, Inc. R. J. Reynolds Tobacco International (Korea) Inc. R. J. Reynolds Tobacco International (Mexico) Inc. R. J. Reynolds Tobacco International S.A. R. J. Reynolds Tobacco - Kremenchug R. J. Reynolds Tobacco Limited * R. J. Reynolds Tobacco (Poland) S.o.o. R. J. Reynolds Tobacco Rt R. J. Reynolds Tobacco (UK) Limited R. J. Reynolds Trading Company Sdn. Bhd. R. J. Reynolds Tutun Sanayi A.S. Ritz Biscuit Company Limited **** RJI Corporation RJR Comercial Ltda. * RJR Distribuidora Comercial, S.A. RJR Group, Inc., The RJR Industries, Inc. RJR Industries (U.K.) Limited ** RJR-Macdonald Inc. RJR Nabisco & Company *** RJR Nabisco China Limited RJR Nabisco (Cyprus) Limited RJR-Nabisco Industries, Inc. RJR Nabisco Investments, Inc. RJR Nabisco (Philippines) Inc. RJR Nabisco Russia RJR Nabisco Securities Ltd. RJR Nabisco Washington, Inc. RJR-PETRO (52%) *** RJR Sales Co. RJR Technical Company RJR Tobacco Company, Inc. RJR Tobacco Consolidated IHC, Inc. RJR Tobacco Holdings IHC, Inc. RJR Trade Promotion Co. RJRN Policy Institute, Inc. Nov 27, 1978 Jul 28, 1987 Jan 12, 1976 Jan 17, 1991 Jun Nov Jun Jun Jan Jul Nov Nov Feb Sep Nov Aug Jun Dec Dec Jun Sep Mar Dec Mar Dec Mar Apr Dec May Dec May Feb May Dec Mar Mar Feb Dec 24, 03, 01, 18, 07, 28, 18, 06, , 28, 06, 18, , 13, 29, 01, 12, 20, 28, 29, 13, 22, 22, 05, 29, 13, 07, 18, 16, 30, 22, 22, 18, 13, 1981 1966 1993 1975 1991 1992 1980 1987 1992 1989 1970 1977 1989 1985 1975 1982 1978 1992 1979 1990 1985 1989 1992 1991 1987 1985 1992 1993 1991 1982 1989 1989 1993 1985 Delaware Hong Kong Delaware Delaware Delaware Switzerland Ukraine New Zealand Poland Hungary England Malaysia Turkey England Delaware Brazil Spain Delaware Delaware England Canada Cyprus Hong Kong Cyprus Delaware Delaware Philippines Russia Canada Delaware Russia Delaware Delaware N. Carolina Delaware Delaware Delaware Delaware

* Inactive ** In Liquidation December 31, 1993 *** Partnership Page 7 **** Nameholder SUB-CURR

RJR NABISCO HOLDINGS CORP. Date of Place of Name of Subsidiary Incorporation Incorporation
Rodrigues Pinto Gelatinas Ltda. Royal Holding C.A. Royal Productos Alimenticios, C.A. Royal Productos Alimenticios II, C.A. Salem Servicing, Inc. Salvavidas S. de R.L. de C.V. ** Saria Inc. Smiths Foods * Sociedade Brasileira Beneficiadora de Cha' Ltda. (60%) Sports Marketing Enterprises, Inc. **** STAR Cooperation GmbH S*T*A*R* France S.A.R.L. Stella D'oro Biscuit Co., Inc. Tecnologica Venezolana de Alimentos Tevalca, C.A. Jan Nov Jul Aug Jan Mar Mar Jul Feb Apr Jan Mar Jan 23, 26, 26, 20, 12, 30, 09, 26, 24, 14, 29, 01, 02, 1943 1991 1971 1991 1990 1967 1956 1922 1958 1988 1960 1990 1948 Brazil Venezuela Venezuela Venezuela Delaware Mexico New Jersey England Brazil N. Carolina Germany France New York Venezuela

Nov 28, 1985

RJR NABISCO HOLDINGS CORP. Date of Place of Name of Subsidiary Incorporation Incorporation
Rodrigues Pinto Gelatinas Ltda. Royal Holding C.A. Royal Productos Alimenticios, C.A. Royal Productos Alimenticios II, C.A. Salem Servicing, Inc. Salvavidas S. de R.L. de C.V. ** Saria Inc. Smiths Foods * Sociedade Brasileira Beneficiadora de Cha' Ltda. (60%) Sports Marketing Enterprises, Inc. **** STAR Cooperation GmbH S*T*A*R* France S.A.R.L. Stella D'oro Biscuit Co., Inc. Tecnologica Venezolana de Alimentos Tevalca, C.A. Tecnologica Venezolana de Alimentos Tevalca II, C.A. Tevalca Holding C.A. Transnational Services, Inc. 20th Century Denmark Limited Vantage Arts Inc. WBI (International) S.A. West Indies Yeast Company Ltd. (72%) Worldwide Brands, Inc. Worldwide Brands International (Hong Kong) Inc. Worldwide Brands (Malaysia) Sdn. Bhd. Yili-Nabisco Biscuit & Food Company Limited (51%) *** Jan Nov Jul Aug Jan Mar Mar Jul Feb Apr Jan Mar Jan 23, 26, 26, 20, 12, 30, 09, 26, 24, 14, 29, 01, 02, 1943 1991 1971 1991 1990 1967 1956 1922 1958 1988 1960 1990 1948 Brazil Venezuela Venezuela Venezuela Delaware Mexico New Jersey England Brazil N. Carolina Germany France New York Venezuela Venezuela Venezuela Delaware Liberia Canada Switzerland Jamaica Delaware Hong Kong Malaysia China

Nov 28, 1985 Aug Nov Jan Mar Jun Nov Oct Jan Mar 20, 26, 06, 06, 22, ? 29, 18, 19, 30, 1991 1991 1988 1990 1989 1989 1965 1983 1988 1991

Jan 29, 1985

* Inactive ** In Liquidation December 31, 1993 *** Partnership Page 8 **** Nameholder SUB-CURR

EXHIBIT 23 CONSENT OF DELOITTE & TOUCHE, INDEPENDENT AUDITORS We consent to the incorporation by reference in Registration Statement Nos. 33-39791, 33-39725, 33-40400, 33-40395, 33-40396, 33-66084 and 33-40702 of RJR Nabisco Holdings Corp. on Form S-8 and Registration Statement No. 33-55716 of RJR Nabisco, Inc. on Form S-3, of our report dated February 1, 1994 (except with respect to the subsequent event discussed in Note 17, as to which the date is February 24, 1994), appearing in this Annual Report on Form 10-K of RJR Nabisco Holdings Corp. and RJR Nabisco, Inc. for the year ended December 31, 1993. DELOITTE & TOUCHE New York, New York February 24, 1994

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of each of RJR NABISCO HOLDINGS CORP. and RJR NABISCO, INC., each a Delaware corporation (the "Companies"), do hereby make, constitute and appoint Jo-Ann Ford, Lawrence R. Ricciardi and Robert F. Sharpe, Jr., and each of them, attorneys-in-fact and agents of the undersigned with full power and authority of substitution and resubstitution, in any and all capacities, to execute for and on behalf of the undersigned the ANNUAL REPORT ON FORM 10-K of RJR Nabisco Holdings Corp. and RJR Nabisco, Inc., for the fiscal year ended December 31, 1993, and any and all amendments or supplements to the foregoing Annual Report

EXHIBIT 23 CONSENT OF DELOITTE & TOUCHE, INDEPENDENT AUDITORS We consent to the incorporation by reference in Registration Statement Nos. 33-39791, 33-39725, 33-40400, 33-40395, 33-40396, 33-66084 and 33-40702 of RJR Nabisco Holdings Corp. on Form S-8 and Registration Statement No. 33-55716 of RJR Nabisco, Inc. on Form S-3, of our report dated February 1, 1994 (except with respect to the subsequent event discussed in Note 17, as to which the date is February 24, 1994), appearing in this Annual Report on Form 10-K of RJR Nabisco Holdings Corp. and RJR Nabisco, Inc. for the year ended December 31, 1993. DELOITTE & TOUCHE New York, New York February 24, 1994

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of each of RJR NABISCO HOLDINGS CORP. and RJR NABISCO, INC., each a Delaware corporation (the "Companies"), do hereby make, constitute and appoint Jo-Ann Ford, Lawrence R. Ricciardi and Robert F. Sharpe, Jr., and each of them, attorneys-in-fact and agents of the undersigned with full power and authority of substitution and resubstitution, in any and all capacities, to execute for and on behalf of the undersigned the ANNUAL REPORT ON FORM 10-K of RJR Nabisco Holdings Corp. and RJR Nabisco, Inc., for the fiscal year ended December 31, 1993, and any and all amendments or supplements to the foregoing Annual Report and any other documents and instruments incidental thereto, and to deliver and file the same, with all exhibits thereto, and all documents and instruments in connection therewith, with the Securities and Exchange Commission, and with each exchange on which any class of securities of the Companies is registered, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing that said attorneys-in-fact and agents, and each of them, deem advisable or necessary to enable the Companies to effectuate the intents and purposes hereof, and the undersigned hereby fully ratify and confirm all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has subscribed his or her name, this 21st day of February, 1994.
/s/ Charles M. Harper -------------------------Charles M. Harper /s/ Stephen R. Wilson -------------------------Stephen R. Wilson /s/ Robert S. Roath -------------------------Robert S. Roath /s/ John T. Chain, Jr. -------------------------John T. Chain, Jr. /s/ Saul A. Fox -------------------------Saul A. Fox /s/ Louis V. Gerstner, Jr. -------------------------Louis V. Gerstner, Jr. Chairman of the Board and Chief Executive Officer, Director

Executive Vice President and Chief Financial Officer

Senior Vice President and Controller

Director

Director

Director

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of each of RJR NABISCO HOLDINGS CORP. and RJR NABISCO, INC., each a Delaware corporation (the "Companies"), do hereby make, constitute and appoint Jo-Ann Ford, Lawrence R. Ricciardi and Robert F. Sharpe, Jr., and each of them, attorneys-in-fact and agents of the undersigned with full power and authority of substitution and resubstitution, in any and all capacities, to execute for and on behalf of the undersigned the ANNUAL REPORT ON FORM 10-K of RJR Nabisco Holdings Corp. and RJR Nabisco, Inc., for the fiscal year ended December 31, 1993, and any and all amendments or supplements to the foregoing Annual Report and any other documents and instruments incidental thereto, and to deliver and file the same, with all exhibits thereto, and all documents and instruments in connection therewith, with the Securities and Exchange Commission, and with each exchange on which any class of securities of the Companies is registered, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing that said attorneys-in-fact and agents, and each of them, deem advisable or necessary to enable the Companies to effectuate the intents and purposes hereof, and the undersigned hereby fully ratify and confirm all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has subscribed his or her name, this 21st day of February, 1994.
/s/ Charles M. Harper -------------------------Charles M. Harper /s/ Stephen R. Wilson -------------------------Stephen R. Wilson /s/ Robert S. Roath -------------------------Robert S. Roath /s/ John T. Chain, Jr. -------------------------John T. Chain, Jr. /s/ Saul A. Fox -------------------------Saul A. Fox /s/ Louis V. Gerstner, Jr. -------------------------Louis V. Gerstner, Jr. /s/ James H. Greene, Jr. -------------------------James H. Greene, Jr. /s/ H. John Greeniaus -------------------------H. John Greeniaus /s/ James W. Johnston -------------------------James W. Johnston /s/ Vernon E. Jordan, Jr. -------------------------Vernon E. Jordan, Jr. /s/ Henry R. Kravis -------------------------Henry R. Kravis /s/ John G. Medlin, Jr. Chairman of the Board and Chief Executive Officer, Director

Executive Vice President and Chief Financial Officer

Senior Vice President and Controller

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-------------------------John G. Medlin, Jr. /s/ Paul E. Raether -------------------------Paul E. Raether /s/ Lawrence R. Ricciardi -------------------------Lawrence R. Ricciardi /s/ Rozanne L. Ridgway -------------------------Rozanne L. Ridgway /s/ Clifton S. Robbins -------------------------Clifton S. Robbins /s/ George R. Roberts -------------------------George R. Roberts /s/ Scott M. Stuart -------------------------Scott M. Stuart /s/ Michael T. Tokarz -------------------------Michael T. Tokarz Director

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