By-laws - REYNOLDS AMERICAN INC - 10-31-1995

Document Sample
By-laws - REYNOLDS AMERICAN INC - 10-31-1995 Powered By Docstoc
					EXHIBIT 3.2 RJR NABISCO, INC. BY-LAWS As Amended Effective August 8, 1995 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

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 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 two 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

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 two 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 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 Corporation, two Vice Chairmen, 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 shall have full executive power and authority with respect to the Company and shall have all of the power and authority reserved to the office of President under Delaware Law. Each Vice Chairman shall have such powers and authority as the Chairman may determine. In addition, in the absence or incapacitation of the Chairman, each Vice Chairman, acting singly, 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

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 Corporation, two Vice Chairmen, 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 shall have full executive power and authority with respect to the Company and shall have all of the power and authority reserved to the office of President under Delaware Law. Each Vice Chairman shall have such powers and authority as the Chairman may determine. In addition, in the absence or incapacitation of the Chairman, each Vice Chairman, acting singly, 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, each Vice Chairman, the Treasurer and the Secretary, 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 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

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.

Exhibit 10.1 FIRST AMENDMENT TO THE 3 YEAR CREDIT AGREEMENT FIRST AMENDMENT TO THE 364 DAY CREDIT AGREEMENT FIRST AMENDMENT (this "Amendment"), dated as of September 12, 1995, among RJR NABISCO HOLDINGS CORP., a Delaware corporation ("Holdings"), RJR NABISCO, INC., a Delaware corporation (the "Borrower"), and the lending institutions party to the 3 Year Credit Agreement referred to below and the 364 Day Credit Agreement referred to below. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the 3 Year Credit Agreement. W I T N E S S E T H: WHEREAS, Holdings, the Borrower and various lending institutions (the "3 Year Banks") are parties to a Credit Agreement, dated as of April 28, 1995 (the "3 Year Credit Agreement"); and WHEREAS, Holdings, the Borrower and various lending institutions (the "364 Day Banks"; and together with the 3 Year Banks, the "Banks") are parties to a Credit Agreement, dated as of April 28, 1995 (the "364 Day Credit Agreement" and, together with the 3 Year Credit Agreement, the "Credit Agreements"); WHEREAS, Holdings, the Borrower and the 3 Year Banks wish to enter into the agreements and waivers with respect to the 3 Year Credit Agreement as herein provided; WHEREAS, Holdings, the Borrower and the 364 Day Banks wish to enter into the agreements and waivers with respect to the 364 Day Credit Agreement as herein provided;

Exhibit 10.1 FIRST AMENDMENT TO THE 3 YEAR CREDIT AGREEMENT FIRST AMENDMENT TO THE 364 DAY CREDIT AGREEMENT FIRST AMENDMENT (this "Amendment"), dated as of September 12, 1995, among RJR NABISCO HOLDINGS CORP., a Delaware corporation ("Holdings"), RJR NABISCO, INC., a Delaware corporation (the "Borrower"), and the lending institutions party to the 3 Year Credit Agreement referred to below and the 364 Day Credit Agreement referred to below. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the 3 Year Credit Agreement. W I T N E S S E T H: WHEREAS, Holdings, the Borrower and various lending institutions (the "3 Year Banks") are parties to a Credit Agreement, dated as of April 28, 1995 (the "3 Year Credit Agreement"); and WHEREAS, Holdings, the Borrower and various lending institutions (the "364 Day Banks"; and together with the 3 Year Banks, the "Banks") are parties to a Credit Agreement, dated as of April 28, 1995 (the "364 Day Credit Agreement" and, together with the 3 Year Credit Agreement, the "Credit Agreements"); WHEREAS, Holdings, the Borrower and the 3 Year Banks wish to enter into the agreements and waivers with respect to the 3 Year Credit Agreement as herein provided; WHEREAS, Holdings, the Borrower and the 364 Day Banks wish to enter into the agreements and waivers with respect to the 364 Day Credit Agreement as herein provided; NOW, THEREFORE, it is agreed: I. Amendments to the 3 Year Credit Agreement 1. Section 8.07 of the 3 Year Credit Agreement is hereby amended by deleting the table appearing therein in its entirety and by inserting the following new table in lieu thereof:
"Period ------Initial Borrowing Date to and including December 31, 1995 Amount -----$7,500,000,000

January 1, 1996 to and including December 31, 1996 January 1, 1997 to and including December 31, 1997 Thereafter

$7,600,000,000

$7,700,000,000

$8,000,000,000".

2. Section 8.08 of the 3 Year Credit Agreement is hereby amended by deleting the table appearing therein in its entirety and by inserting the following new table in lieu thereof:
"Period ------Initial Borrowing Date Ratio ----1.60:1

January 1, 1996 to and including December 31, 1996 January 1, 1997 to and including December 31, 1997 Thereafter

$7,600,000,000

$7,700,000,000

$8,000,000,000".

2. Section 8.08 of the 3 Year Credit Agreement is hereby amended by deleting the table appearing therein in its entirety and by inserting the following new table in lieu thereof:
"Period ------Initial Borrowing Date to and including December 31, 1995 January 1, 1996 to and including December 31, 1996 January 1, 1997 to and including December 31, 1997 Thereafter Ratio ----1.60:1

1.50:1

1.70:1

1.80:1".

3. Section 8.09 of the 3 Year Credit Agreement is hereby amended by deleting the table appearing therein in its entirety and by inserting the following new table in lieu thereof:
"Period -----Initial Borrowing Date to and including December 31, 1995 Ratio ----2.60:1

-2January 1, 1996 to and including December 31, 1996 January 1, 1997 to and including December 31, 1997 Thereafter 2.55:1

2.25:1

2.00:1".

4. Section 8.10 of the 3 Year Credit Agreement is hereby amended by deleting the table appearing therein in its entirety and by inserting the following new table in lieu thereof:
"Period ------Initial Borrowing Date to and including December 31, 1995 January 1, 1996 to and including Ratio ----3.50:1

3.50:1

January 1, 1996 to and including December 31, 1996 January 1, 1997 to and including December 31, 1997 Thereafter

2.55:1

2.25:1

2.00:1".

4. Section 8.10 of the 3 Year Credit Agreement is hereby amended by deleting the table appearing therein in its entirety and by inserting the following new table in lieu thereof:
"Period ------Initial Borrowing Date to and including December 31, 1995 January 1, 1996 to and including December 31, 1996 January 1, 1997 to and including December 31, 1997 Thereafter Ratio ----3.50:1

3.50:1

3.75:1

4.00:1".

5. The definition of "Adjusted Operating Income" appearing in Section 10 of the 3 Year Credit Agreement shall be amended by (a) deleting the word "and" appearing at the end of clause (ii) of the proviso contained therein and inserting a comma in lieu thereof and (b) inserting at the end of such definition, immediately following clause (iii) thereof, the following: "and (iv) for all purposes, for any period which includes the fourth quarter of Holdings' 1995 fiscal year, there shall be excluded in determining Adjusted Operating Income any pre-tax restructuring expense and related costs and expenses recorded or accrued in the fourth quarter of Holdings' 1995 fiscal year which serve to reduce operating income of Holdings and/or its Subsidiaries in such fiscal -3quarter, provided that the aggregate amount attributable pursuant to this clause (iv) shall not exceed $250,000,000.". II. Amendments to the 364 Day Credit Agreement 1. Section 8.07 of the 364 Day Credit Agreement is hereby amended by deleting the table appearing therein in its entirety and by inserting the following new table in lieu thereof:
"Period ------Initial Borrowing Date to and including December 31, 1995 January 1, 1996 to and including December 31, 1996 January 1, 1997 to and including December 31, 1997 Amount -----$7,500,000,000

$7,600,000,000

$7,700,000,000

quarter, provided that the aggregate amount attributable pursuant to this clause (iv) shall not exceed $250,000,000.". II. Amendments to the 364 Day Credit Agreement 1. Section 8.07 of the 364 Day Credit Agreement is hereby amended by deleting the table appearing therein in its entirety and by inserting the following new table in lieu thereof:
"Period ------Initial Borrowing Date to and including December 31, 1995 January 1, 1996 to and including December 31, 1996 January 1, 1997 to and including December 31, 1997 Thereafter Amount -----$7,500,000,000

$7,600,000,000

$7,700,000,000

$8,000,000,000".

2. Section 8.08 of the 364 Day Credit Agreement is hereby amended by deleting the table appearing therein in its entirety and by inserting the following new table in lieu thereof:
"Period ------Initial Borrowing Date to and including December 31, 1995 January 1, 1996 to and including December 31, 1996 January 1, 1997 to and including December 31, 1997 Ratio ----1.60:1

1.50:1

1.70:1

-4-

Thereafter 1.80:1". 3. Section 8.09 of the 364 Day Credit Agreement is hereby amended by deleting the table appearing therein in its entirety and by inserting the following new table in lieu thereof:
"Period ------Initial Borrowing Date to and including December 31, 1995 January 1, 1996 to and including December 31, 1996 January 1, 1997 to and including December 31, 1997 Ratio ----2.60:1

2.55:1

2.25:1

Thereafter 1.80:1". 3. Section 8.09 of the 364 Day Credit Agreement is hereby amended by deleting the table appearing therein in its entirety and by inserting the following new table in lieu thereof:
"Period ------Initial Borrowing Date to and including December 31, 1995 January 1, 1996 to and including December 31, 1996 January 1, 1997 to and including December 31, 1997 Thereafter Ratio ----2.60:1

2.55:1

2.25:1 2.00:1".

4. Section 8.10 of the 364 Day Credit Agreement is hereby amended by deleting the table appearing therein in its entirety and by inserting the following new table in lieu thereof:
"Period ------Initial Borrowing Date to and including December 31, 1995 January 1, 1996 to and including December 31, 1996 January 1, 1997 to and including December 31, 1997 Thereafter Ratio ----3.50:1

3.50:1

3.75:1

4.00:1".

-5-

5. The definition of "Adjusted Operating Income" appearing in Section 10 of the 364 Day Credit Agreement shall be amended by (a) deleting the word "and" appearing at the end of clause (ii) of the proviso contained therein and inserting a comma in lieu thereof and (b) inserting at the end of such definition, immediately following clause (iii) thereof, the following: "and (iv) for all purposes, for any period which includes the fourth quarter of Holdings' 1995 fiscal year, there shall be excluded in determining Adjusted Operating Income any pre-tax restructuring expense and related costs and expenses recorded or accrued in the fourth quarter of Holdings' 1995 fiscal year which serve to reduce operating income of Holdings and/or its Subsidiaries in such fiscal quarter, provided that the aggregate amount attributable pursuant to this clause (iv) shall not exceed $250,000,000.". III. Miscellaneous Provisions 1. In order to induce the Banks to enter into this Amendment, (a) the Borrower agrees to pay a fee to each 3 Year Bank which has signed a copy of this Amendment and delivered by facsimile transmission an executed signature page thereof to Chemical Bank Agency Services Corporation ("CBASC"), Attention: Janet Belden

5. The definition of "Adjusted Operating Income" appearing in Section 10 of the 364 Day Credit Agreement shall be amended by (a) deleting the word "and" appearing at the end of clause (ii) of the proviso contained therein and inserting a comma in lieu thereof and (b) inserting at the end of such definition, immediately following clause (iii) thereof, the following: "and (iv) for all purposes, for any period which includes the fourth quarter of Holdings' 1995 fiscal year, there shall be excluded in determining Adjusted Operating Income any pre-tax restructuring expense and related costs and expenses recorded or accrued in the fourth quarter of Holdings' 1995 fiscal year which serve to reduce operating income of Holdings and/or its Subsidiaries in such fiscal quarter, provided that the aggregate amount attributable pursuant to this clause (iv) shall not exceed $250,000,000.". III. Miscellaneous Provisions 1. In order to induce the Banks to enter into this Amendment, (a) the Borrower agrees to pay a fee to each 3 Year Bank which has signed a copy of this Amendment and delivered by facsimile transmission an executed signature page thereof to Chemical Bank Agency Services Corporation ("CBASC"), Attention: Janet Belden (140 East 45th Street, 29th Floor, New York, New York 10017, Facsimile No.: (212) 622-0854) at or prior to 5:00 p.m. (New York time) on September 27, 1995, equal to 0.05% of such 3 Year Bank's Commitment (as defined in the 3 Year Credit Agreement), such fee to be payable on or prior to the fifth Business Day following the later of (A) September 27, 1995 and (B) the Amendment Date (as defined below), and (b) each Credit Party hereby (i) makes each of the representations, warranties and agreements contained in Section 6 of each Credit agreement and (ii) represents and warrants that there exists no Default or Event of Default, in each case on the Amendment Date (as defined below), after giving effect to this Amendment. 2. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of either Credit Agreement or any other Credit Document (as defined in each Credit Agreement). 3. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with Holdings and the Payments Administrator. 4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. -6-

5. This Amendment shall become effective as of the date first written above on the date (the "Amendment Date") when (i) each of the Credit Parties, (ii) 3 Year Banks constituting Required Banks under the 3 Year Credit Agreement and (iii) 364 Day Banks constituting Required Banks under the 364 Day Credit Agreement, shall have signed a copy hereof (whether the same or different copies) and shall have (x) in the case of the Credit Parties delivered (including by way of facsimile transmission) the same to White & Case, 1155 Avenue of the Americas, New York, New York 10036, Attention: Eric F. Leicht, Esq. (Facsimile No.: (212) 354-8113) or (y) in the case of the Banks delivered by facsimile transmission the same to CBASC, Attention: Janet Belden (140 East 45th Street, 29th Floor, New York, New York 10017, Facsimile No.: (212) 622-0854). After transmitting its executed signature page to CBASC as provided above, each of the Banks shall deliver executed hard copies of this Amendment to White & Case, 1155 Avenue of the Americas, New York, New York 10036, Attention: Eric F. Leicht, Esq. *** -7-

EXHIBIT 10.2

5. This Amendment shall become effective as of the date first written above on the date (the "Amendment Date") when (i) each of the Credit Parties, (ii) 3 Year Banks constituting Required Banks under the 3 Year Credit Agreement and (iii) 364 Day Banks constituting Required Banks under the 364 Day Credit Agreement, shall have signed a copy hereof (whether the same or different copies) and shall have (x) in the case of the Credit Parties delivered (including by way of facsimile transmission) the same to White & Case, 1155 Avenue of the Americas, New York, New York 10036, Attention: Eric F. Leicht, Esq. (Facsimile No.: (212) 354-8113) or (y) in the case of the Banks delivered by facsimile transmission the same to CBASC, Attention: Janet Belden (140 East 45th Street, 29th Floor, New York, New York 10017, Facsimile No.: (212) 622-0854). After transmitting its executed signature page to CBASC as provided above, each of the Banks shall deliver executed hard copies of this Amendment to White & Case, 1155 Avenue of the Americas, New York, New York 10036, Attention: Eric F. Leicht, Esq. *** -7-

EXHIBIT 10.2 EXECUTION COPY EXCHANGE AND INDEMNIFICATION AGREEMENT EXCHANGE AND INDEMNIFICATION AGREEMENT, dated as of April 26, 1995 among Nabisco, Inc., a New Jersey corporation ("Nabisco"), Nabisco Holdings Corp., a Delaware corporation ("Holdings"), and RJR Nabisco, Inc., a Delaware Corporation ("RJRN"). WHEREAS, Nabisco has issued an aggregate of $3,506,000,000 principal amount of Intercompany Debt (as hereinafter defined) which is held by RJRN or one of its wholly owned subsidiaries; WHEREAS, Nabisco and Holdings desire to reduce the Intercompany Debt; WHEREAS, provisions in certain agreements and indentures under which debt of RJRN has been or may be issued currently limit the ability of Nabisco and Holdings to incur debt other than intercompany debt and debt maturing in less than one year; WHEREAS, in connection with the reduction of the Intercompany Debt, RJRN is seeking the removal of such limitations through replacement of its credit facilities, solicitations of consents to amendments to certain indentures under which certain of its debt was issued, redemption or repayment of certain of its debt and offers to exchange certain of its debt for debt which Nabisco will deliver in exchange for a portion of the Intercompany Debt and a capital contribution; WHEREAS, pursuant to the terms of the Corporate Agreement between Holdings and RJRN dated as of January 26, 1995 (the "Corporate Agreement"), RJRN has the right to require the registration of the Intercompany Debt (or debt issued in exchange for such debt) under the Securities Act of 1933, as amended (the "Securities Act"); WHEREAS, Nabisco has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-4 (Registration No. 33-90224) (as the same may be amended or supplemented from time to time, the "Registration Statement") relating to the debt to be issued by Nabisco in exchange for a portion of the Intercompany Debt, which newly-issued Nabisco debt will be offered by RJRN in exchange offers (the "Exchange Offers") for certain RJRN debt with the Securities and Exchange Commission (the "Commission");

WHEREAS, pursuant to the requirements of Form S-4, information concerning Nabisco and RJRN will be included or incorporated by reference into the Registration Statement;

EXHIBIT 10.2 EXECUTION COPY EXCHANGE AND INDEMNIFICATION AGREEMENT EXCHANGE AND INDEMNIFICATION AGREEMENT, dated as of April 26, 1995 among Nabisco, Inc., a New Jersey corporation ("Nabisco"), Nabisco Holdings Corp., a Delaware corporation ("Holdings"), and RJR Nabisco, Inc., a Delaware Corporation ("RJRN"). WHEREAS, Nabisco has issued an aggregate of $3,506,000,000 principal amount of Intercompany Debt (as hereinafter defined) which is held by RJRN or one of its wholly owned subsidiaries; WHEREAS, Nabisco and Holdings desire to reduce the Intercompany Debt; WHEREAS, provisions in certain agreements and indentures under which debt of RJRN has been or may be issued currently limit the ability of Nabisco and Holdings to incur debt other than intercompany debt and debt maturing in less than one year; WHEREAS, in connection with the reduction of the Intercompany Debt, RJRN is seeking the removal of such limitations through replacement of its credit facilities, solicitations of consents to amendments to certain indentures under which certain of its debt was issued, redemption or repayment of certain of its debt and offers to exchange certain of its debt for debt which Nabisco will deliver in exchange for a portion of the Intercompany Debt and a capital contribution; WHEREAS, pursuant to the terms of the Corporate Agreement between Holdings and RJRN dated as of January 26, 1995 (the "Corporate Agreement"), RJRN has the right to require the registration of the Intercompany Debt (or debt issued in exchange for such debt) under the Securities Act of 1933, as amended (the "Securities Act"); WHEREAS, Nabisco has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-4 (Registration No. 33-90224) (as the same may be amended or supplemented from time to time, the "Registration Statement") relating to the debt to be issued by Nabisco in exchange for a portion of the Intercompany Debt, which newly-issued Nabisco debt will be offered by RJRN in exchange offers (the "Exchange Offers") for certain RJRN debt with the Securities and Exchange Commission (the "Commission");

WHEREAS, pursuant to the requirements of Form S-4, information concerning Nabisco and RJRN will be included or incorporated by reference into the Registration Statement; WHEREAS, the parties hereto acknowledge that the information included or incorporated by reference in the Registration Statement, the consent solicitation statement to be used in connection with the solicitation of consents and in related materials approved by RJRN or Nabisco has been furnished, in the case of information relating to Nabisco, by Nabisco and, in the case of information relating to RJRN and the Exchange Offers and related transactions described in the Registration Statement (the consent solicitations, the Exchange Offers and the related transactions being herein collectively referred to as the "Transactions"), by RJRN; WHEREAS, Nabisco and RJRN have agreed to indemnify Merrill Lynch, Pierce, Fenner, Smith Incorporated and Morgan Stanley & Co. Incorporated, as co-dealer managers and co-solicitation agents (the "Co-Dealer Managers"), against certain liabilities which may arise under the Securities Act or otherwise in connection with the Transactions; and WHEREAS, the parties hereto desire to set forth their agreement with respect to the exchange of the Intercompany Debt and indemnification of each other for information in the documents used in connection with the Transactions in a manner consistent with the source of such information; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties

WHEREAS, pursuant to the requirements of Form S-4, information concerning Nabisco and RJRN will be included or incorporated by reference into the Registration Statement; WHEREAS, the parties hereto acknowledge that the information included or incorporated by reference in the Registration Statement, the consent solicitation statement to be used in connection with the solicitation of consents and in related materials approved by RJRN or Nabisco has been furnished, in the case of information relating to Nabisco, by Nabisco and, in the case of information relating to RJRN and the Exchange Offers and related transactions described in the Registration Statement (the consent solicitations, the Exchange Offers and the related transactions being herein collectively referred to as the "Transactions"), by RJRN; WHEREAS, Nabisco and RJRN have agreed to indemnify Merrill Lynch, Pierce, Fenner, Smith Incorporated and Morgan Stanley & Co. Incorporated, as co-dealer managers and co-solicitation agents (the "Co-Dealer Managers"), against certain liabilities which may arise under the Securities Act or otherwise in connection with the Transactions; and WHEREAS, the parties hereto desire to set forth their agreement with respect to the exchange of the Intercompany Debt and indemnification of each other for information in the documents used in connection with the Transactions in a manner consistent with the source of such information; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereby agree as follows: Section 1. Definitions. As used herein, the following terms shall have the following meanings: "Agreement" means this Exchange and Indemnification Agreement, as amended from time to time. "Co-Dealer Managers" has the meaning ascribed to it in the ninth recital to this Agreement. "Commission" has the meaning ascribed to it in the sixth recital to this Agreement. "Consent Materials" has the meaning ascribed to it in Section 4(a)(iii) of this Agreement. "Corporate Agreement" has the meaning ascribed to it in the fifth recital to this Agreement. 2

"Exchange Date" means the sixth business day after the Expiration Date. "Exchange Offers" has the meaning ascribed to it in the sixth recital to this Agreement. "Expiration Date" means May 25, 1995 or such later date to which the Exchange Offers may be extended by RJRN as described in the Registration Statement. "Intercompany Debt" means, collectively, Nabisco's Floating Rate Note due December 1, 1996 in the principal amount of $1.07 billion, the 8.375% Note and the 8.85% Note. "Nabisco" has the meaning ascribed to it in the preamble to this Agreement. "Nabisco Holdings" has the meaning ascribed to it in the preamble to this Agreement. "Nabisco Information" has the meaning ascribed to it in Section 3(a) of this Agreement. "New Notes" means, collectively, the notes listed on Annex I. "Offering Materials" has the meaning ascribed to it in Section 4(a) of this Agreement. "Registration Statement" has the meaning ascribed to it in the sixth recital to this Agreement.

"Exchange Date" means the sixth business day after the Expiration Date. "Exchange Offers" has the meaning ascribed to it in the sixth recital to this Agreement. "Expiration Date" means May 25, 1995 or such later date to which the Exchange Offers may be extended by RJRN as described in the Registration Statement. "Intercompany Debt" means, collectively, Nabisco's Floating Rate Note due December 1, 1996 in the principal amount of $1.07 billion, the 8.375% Note and the 8.85% Note. "Nabisco" has the meaning ascribed to it in the preamble to this Agreement. "Nabisco Holdings" has the meaning ascribed to it in the preamble to this Agreement. "Nabisco Information" has the meaning ascribed to it in Section 3(a) of this Agreement. "New Notes" means, collectively, the notes listed on Annex I. "Offering Materials" has the meaning ascribed to it in Section 4(a) of this Agreement. "Registration Statement" has the meaning ascribed to it in the sixth recital to this Agreement. "RJRN" has the meaning ascribed to it in the preamble to this Agreement. "RJRN Information" has the meaning ascribed to it in Section 4(b) of this Agreement. "Securities Act" has the meaning ascribed to it in the fifth recital to this Agreement. "Transactions" has the meaning ascribed to it in the eighth recital to this Agreement. "8.375% Note" means Nabisco's 8.375% Note due December 1, 2001 in the principal amount of $1.47 billion. "8.85% Note" means Nabisco's 8.85% Note due December 1, 2006 in the principal amount of $966 million. Section 2. Debt Exchange and Repayment. Subject to the terms and conditions set forth herein: 3

(a) On the Exchange Date, (x) Nabisco will deliver to RJRN up to $1,917,650,000 aggregate principal amount of the series of New Notes set forth on Annex I hereto, and (y) RJRN will deliver to Nabisco an aggregate principal amount of the 8.375% Note and the 8.85% Note equal to the aggregate principal amount of the New Notes delivered by Nabisco to RJRN pursuant to clause (x). The principal amounts of the respective series of New Notes to be delivered by Nabisco pursuant to clause (x) above will be the amounts specified in writing by RJRN to Nabisco on or prior to the Exchange Date, it being understood that the principal amounts of each series of New Notes specified will be the principal amount of such series of New Notes which RJRN is obligated to deliver to holders of existing RJRN debt whose tenders in the Exchange Offers were accepted by RJRN. In satisfying its obligation pursuant to clause (y) above, RJRN will deliver the 8.85% Note and a principal amount of the 8.375% Note equal to the excess, if any, of the aggregate principal amount of the New Notes delivered pursuant to clause (x) above over the principal amount of the 8.85% Note. The deliveries contemplated by this Section 2(a) will consist of the following two transactions: (i) an exchange of the New Notes delivered pursuant to clause (x) above for the 8.85% Note and a principal amount of the 8.375% Note with a fair market value as of the Expiration Date (determined in the manner specified in Section 2(b) below) equal to the excess of the fair market value as of the Expiration Date of the New Notes delivered pursuant to clause (x) above over the fair market value as of the Expiration Date (determined in the manner specified in Section 2(b) below) of the 8.85% Note; and

(a) On the Exchange Date, (x) Nabisco will deliver to RJRN up to $1,917,650,000 aggregate principal amount of the series of New Notes set forth on Annex I hereto, and (y) RJRN will deliver to Nabisco an aggregate principal amount of the 8.375% Note and the 8.85% Note equal to the aggregate principal amount of the New Notes delivered by Nabisco to RJRN pursuant to clause (x). The principal amounts of the respective series of New Notes to be delivered by Nabisco pursuant to clause (x) above will be the amounts specified in writing by RJRN to Nabisco on or prior to the Exchange Date, it being understood that the principal amounts of each series of New Notes specified will be the principal amount of such series of New Notes which RJRN is obligated to deliver to holders of existing RJRN debt whose tenders in the Exchange Offers were accepted by RJRN. In satisfying its obligation pursuant to clause (y) above, RJRN will deliver the 8.85% Note and a principal amount of the 8.375% Note equal to the excess, if any, of the aggregate principal amount of the New Notes delivered pursuant to clause (x) above over the principal amount of the 8.85% Note. The deliveries contemplated by this Section 2(a) will consist of the following two transactions: (i) an exchange of the New Notes delivered pursuant to clause (x) above for the 8.85% Note and a principal amount of the 8.375% Note with a fair market value as of the Expiration Date (determined in the manner specified in Section 2(b) below) equal to the excess of the fair market value as of the Expiration Date of the New Notes delivered pursuant to clause (x) above over the fair market value as of the Expiration Date (determined in the manner specified in Section 2(b) below) of the 8.85% Note; and (ii) a capital contribution by RJRN to Nabisco through Nabisco Holdings of the portion of the 8.375% Note and the 8.85% Note delivered pursuant to clause (y) above that is not exchanged as provided in clause (i) above. (b) The fair market value of the New Notes, the 8.375% Note and the 8.85% Note as of the Expiration Date shall be determined by one or more independent financial advisors jointly selected by Nabisco and RJRN prior to the Expiration Date. Such financial advisors shall deliver their valuation to Nabisco and RJRN in writing no later than the fifteenth Business Day following the Expiration Date. In determining the value of the New Notes, the value of any unpaid interest that is payable with respect to periods prior to the Expiration Date shall be taken into account. 4

(c) Concurrently with the deliveries, Nabisco will pay to RJRN an amount equal to the interest accrued and unpaid on the principal amount of Intercompany Debt delivered pursuant to Section 2(a) hereof through the Expiration Date. (d) On or after the date of such deliveries, in addition to their other rights, each of Nabisco and its subsidiaries and Holdings may (i) repay, at par plus accrued interest to the date of repayment, some or all of its other debts to RJRN and its other subsidiaries, including the balance of the Intercompany Debt not satisfied pursuant to Section 2(a) hereof and (ii) purchase, at a price equal to par plus accrued interest to the date of purchase, some or all of the debt described in clause (i) above which has not been repaid. Payment shall be made by wire or intrabank transfer of immediately available funds to a bank account designated by RJRN. Such debt, including the Intercompany Debt shall be cancelled upon repayment, and the notes and other instruments evidencing such debt shall be annotated, endorsed, cancelled or replaced to reflect its repayment or purchase. Section 3. Conditions. The deliveries described in Section 2(a) and the repayments described in Section 2(b) are subject to the condition that all conditions to the consummation of the Transactions set forth in the Registration Statement on the date of this Agreement have been satisfied or waived by RJRN. Section 4. Indemnification. (a) Nabisco agrees to indemnify and hold RJRN harmless against any loss, damage, expense, liability or claim which, (i) with respect to any registration statement or any amendment thereto as Nabisco or RJRN may prepare, approve or authorize for use in connection with the Transactions, is caused by any untrue statement or alleged untrue statement of a material fact contained in such registration statement or which is caused by the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading,

(c) Concurrently with the deliveries, Nabisco will pay to RJRN an amount equal to the interest accrued and unpaid on the principal amount of Intercompany Debt delivered pursuant to Section 2(a) hereof through the Expiration Date. (d) On or after the date of such deliveries, in addition to their other rights, each of Nabisco and its subsidiaries and Holdings may (i) repay, at par plus accrued interest to the date of repayment, some or all of its other debts to RJRN and its other subsidiaries, including the balance of the Intercompany Debt not satisfied pursuant to Section 2(a) hereof and (ii) purchase, at a price equal to par plus accrued interest to the date of purchase, some or all of the debt described in clause (i) above which has not been repaid. Payment shall be made by wire or intrabank transfer of immediately available funds to a bank account designated by RJRN. Such debt, including the Intercompany Debt shall be cancelled upon repayment, and the notes and other instruments evidencing such debt shall be annotated, endorsed, cancelled or replaced to reflect its repayment or purchase. Section 3. Conditions. The deliveries described in Section 2(a) and the repayments described in Section 2(b) are subject to the condition that all conditions to the consummation of the Transactions set forth in the Registration Statement on the date of this Agreement have been satisfied or waived by RJRN. Section 4. Indemnification. (a) Nabisco agrees to indemnify and hold RJRN harmless against any loss, damage, expense, liability or claim which, (i) with respect to any registration statement or any amendment thereto as Nabisco or RJRN may prepare, approve or authorize for use in connection with the Transactions, is caused by any untrue statement or alleged untrue statement of a material fact contained in such registration statement or which is caused by the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) with respect to any registration statement, prospectus, other offering materials or in any amendment or supplement to any of the foregoing in each case as Nabisco or RJRN shall prepare, approve or authorize for use in connection with the Transactions or in any press release issued or authorized by Nabisco or RJRN relating to the Transactions (all such 5

materials referred to collectively herein as the "Offering Materials"), is caused by any untrue statement or alleged untrue statement of a material fact contained in such Offering Materials or which is caused by the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) with respect to any consent solicitation statement, other consent materials or in any amendment or supplement to any of the foregoing in each case as Nabisco or RJRN may prepare, approve or authorize for use in connection with the Transactions or in any press release issued or authorized by Nabisco or RJRN relating to the Transactions (all such material referred to collectively herein as the "Consent Materials"), is caused by any statement which, at the time and in the light of the circumstances under which it was made, was, or is alleged to have been, false or misleading with respect to any material fact or is caused by the omission or alleged omission to state therein a material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in such Consent Materials which has become false or misleading to the extent, in each case that such statements are contained or incorporated by reference in or omitted from the Nabisco Information (it being understood that whether information is required to be included or incorporated by reference or whether there has been an omission shall be determined without reference to any other information in the Registration Statement that is not Nabisco Information). Nabisco agrees to indemnify and hold RJRN harmless against, and reimburse RJRN for, any and all reasonable expenses (including reasonable legal fees and expenses) as such expenses are incurred by RJRN in connection with investigating, preparing for or defending against any such loss, damage, expense, liability or claim, whether or not resulting in any liability, whether or not RJRN is a named party in connection therewith and whether or not such loss, damage, expense, liability or claim results from action initiated or brought by or on behalf of Nabisco or Nabisco Holdings, and any amount paid in

materials referred to collectively herein as the "Offering Materials"), is caused by any untrue statement or alleged untrue statement of a material fact contained in such Offering Materials or which is caused by the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) with respect to any consent solicitation statement, other consent materials or in any amendment or supplement to any of the foregoing in each case as Nabisco or RJRN may prepare, approve or authorize for use in connection with the Transactions or in any press release issued or authorized by Nabisco or RJRN relating to the Transactions (all such material referred to collectively herein as the "Consent Materials"), is caused by any statement which, at the time and in the light of the circumstances under which it was made, was, or is alleged to have been, false or misleading with respect to any material fact or is caused by the omission or alleged omission to state therein a material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in such Consent Materials which has become false or misleading to the extent, in each case that such statements are contained or incorporated by reference in or omitted from the Nabisco Information (it being understood that whether information is required to be included or incorporated by reference or whether there has been an omission shall be determined without reference to any other information in the Registration Statement that is not Nabisco Information). Nabisco agrees to indemnify and hold RJRN harmless against, and reimburse RJRN for, any and all reasonable expenses (including reasonable legal fees and expenses) as such expenses are incurred by RJRN in connection with investigating, preparing for or defending against any such loss, damage, expense, liability or claim, whether or not resulting in any liability, whether or not RJRN is a named party in connection therewith and whether or not such loss, damage, expense, liability or claim results from action initiated or brought by or on behalf of Nabisco or Nabisco Holdings, and any amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever as set forth in this Section 4(a) if such settlement is effected with the prior written consent of Nabisco. "Nabisco Information" means the information which is included or incorporated by reference in the Registration Statement and is referred to under the caption "Nabisco 6

Information" on Schedule A hereto, as such Schedule may be amended, supplemented or otherwise modified from time to time in accordance with Section 5 hereof (the "Schedule"). (b) RJRN agrees to indemnify and hold Nabisco harmless against any loss, damage, expense, liability or claim which, (i) with respect to any registration statement or any amendment thereto as Nabisco or RJRN may prepare, approve or authorize for use in connection with the Transactions, is caused by any untrue statement or alleged untrue statement of a material fact contained in such or which is caused by the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) with respect to any Offering Materials, is caused by any untrue statement or alleged untrue statement of a material fact contained in such Offering Materials or which is caused by the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) with respect to any Consent Materials, is caused by any statement which, at the time and in the light of the circumstances under which it was made, was, or is alleged to have been, false or misleading with respect to any material fact or is caused by the omission or alleged omission to state therein a material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in such Consent Materials which has become false or misleading to the extent that such statements are contained or incorporated by reference in or omitted from the RJRN Information (it being understood that whether information is required to be included or incorporated by reference

Information" on Schedule A hereto, as such Schedule may be amended, supplemented or otherwise modified from time to time in accordance with Section 5 hereof (the "Schedule"). (b) RJRN agrees to indemnify and hold Nabisco harmless against any loss, damage, expense, liability or claim which, (i) with respect to any registration statement or any amendment thereto as Nabisco or RJRN may prepare, approve or authorize for use in connection with the Transactions, is caused by any untrue statement or alleged untrue statement of a material fact contained in such or which is caused by the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) with respect to any Offering Materials, is caused by any untrue statement or alleged untrue statement of a material fact contained in such Offering Materials or which is caused by the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) with respect to any Consent Materials, is caused by any statement which, at the time and in the light of the circumstances under which it was made, was, or is alleged to have been, false or misleading with respect to any material fact or is caused by the omission or alleged omission to state therein a material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in such Consent Materials which has become false or misleading to the extent that such statements are contained or incorporated by reference in or omitted from the RJRN Information (it being understood that whether information is required to be included or incorporated by reference or whether there has been an omission shall be determined without reference to any other information in the Registration Statement that is not RJRN Information). RJRN agrees to indemnify and hold Nabisco harmless against, and reimburse Nabisco for, any and all reasonable expenses (including reasonable legal fees and expenses) as such expenses are incurred in connection with investigating, preparing for or defending against any such loss, damage, expense, liability or claim, whether or not Nabisco is a named party in connection therewith and whether or not such 7

loss, damage, expense, liability or claim results from action initiated or brought by or on behalf of RJRN, and any amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever as set forth in this Section 4(b) if such settlement is effected with the prior written consent of RJRN. "RJRN Information" means the information which is included or incorporated by reference in the Registration Statement and is referred to under the caption "RJRN information" on the Schedule. (c) RJRN agrees to indemnify and hold harmless Nabisco to the same extent as the indemnity set forth in subsection (b) above in connection with all other matters for which Nabisco has agreed to indemnify and hold harmless the Co-Dealer Managers pursuant to the Fee Agreement. (d) Promptly after receipt by a person indemnified under this Section 4 of notice of any suit, action, proceeding or investigation with respect to which an indemnified party may be entitled to indemnification hereunder, such indemnified person shall notify the person against whom such indemnity may be sought in writing of the commencement or the written assertion thereof; but the omission so to notify such indemnifying person shall not relieve such indemnifying person from any liability which it may have to such indemnified person unless the indemnifying person has been materially prejudiced by such omission. Following such notification, such indemnifying person may elect in writing to assume the defense of such suit, action, proceeding or investigation and, upon such election, such indemnifying person shall not be liable for any legal costs subsequently incurred by such indemnified person (other than reasonable costs of investigation and providing evidence) in connection herewith, unless (i) such indemnifying person has failed to provide counsel reasonably satisfactory to such indemnified person in a timely manner, (ii) counsel which has been provided by

loss, damage, expense, liability or claim results from action initiated or brought by or on behalf of RJRN, and any amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever as set forth in this Section 4(b) if such settlement is effected with the prior written consent of RJRN. "RJRN Information" means the information which is included or incorporated by reference in the Registration Statement and is referred to under the caption "RJRN information" on the Schedule. (c) RJRN agrees to indemnify and hold harmless Nabisco to the same extent as the indemnity set forth in subsection (b) above in connection with all other matters for which Nabisco has agreed to indemnify and hold harmless the Co-Dealer Managers pursuant to the Fee Agreement. (d) Promptly after receipt by a person indemnified under this Section 4 of notice of any suit, action, proceeding or investigation with respect to which an indemnified party may be entitled to indemnification hereunder, such indemnified person shall notify the person against whom such indemnity may be sought in writing of the commencement or the written assertion thereof; but the omission so to notify such indemnifying person shall not relieve such indemnifying person from any liability which it may have to such indemnified person unless the indemnifying person has been materially prejudiced by such omission. Following such notification, such indemnifying person may elect in writing to assume the defense of such suit, action, proceeding or investigation and, upon such election, such indemnifying person shall not be liable for any legal costs subsequently incurred by such indemnified person (other than reasonable costs of investigation and providing evidence) in connection herewith, unless (i) such indemnifying person has failed to provide counsel reasonably satisfactory to such indemnified person in a timely manner, (ii) counsel which has been provided by such indemnifying person reasonably determines that its representation of such indemnified person would present it with a conflict of interest or (iii) such indemnified person reasonably determines that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying person. In the event of a determination pursuant to clause (i), (ii) or (iii) above, such indemnified person shall be entitled to retain separate counsel of their choice and the fees and expenses of such separate counsel shall be borne by such indemnifying person. Such indemnifying person shall not in any event be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) in any one action or group of related actions, except as provided in the immediately preceding 8

sentence. Whether or not such indemnifying person shall have assumed the defense of any suit, action, proceeding or investigation, Nabisco and RJN agree to cooperate in the defense thereof and shall furnish such records, information, testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. (e) If the indemnification provided for in this Section 4 is unavailable to or insufficient to hold harmless an indemnified person to the extent heretofore provided in this Section (4) in respect of any losses, damages, expenses, liabilities or claims referred to therein, then the indemnifying person shall contribute to the amount paid or payable by such indemnified person as a result of such losses, damages, expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative benefits received by Nabisco on the one hand and RJRN on the other from the Transactions or (ii) if the allocation provided by clause (e)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of Nabisco on the one hand and RJRN on the other in connection with any statements or omissions or any other matters which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by Nabisco on the one hand and RJRN on the other shall be determined by reference to the benefits received by each of them from the Transactions. The relative fault of Nabisco on the one hand and RJRN on the other (i) in the case of any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact, shall be determined by reference to, among other things, whether such statement or omission relates to Nabisco Information or RJRN Information, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission and (ii) in the case of any other action or omission, shall be determined by reference to, among other things, whether such action or omission was taken or omitted to be taken by Nabisco or its subsidiaries or by RJRN or its subsidiaries other than Nabisco Holdings and its subsidiaries, and the parties' relative intent, knowledge, access to information and opportunity to correct or

sentence. Whether or not such indemnifying person shall have assumed the defense of any suit, action, proceeding or investigation, Nabisco and RJN agree to cooperate in the defense thereof and shall furnish such records, information, testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. (e) If the indemnification provided for in this Section 4 is unavailable to or insufficient to hold harmless an indemnified person to the extent heretofore provided in this Section (4) in respect of any losses, damages, expenses, liabilities or claims referred to therein, then the indemnifying person shall contribute to the amount paid or payable by such indemnified person as a result of such losses, damages, expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative benefits received by Nabisco on the one hand and RJRN on the other from the Transactions or (ii) if the allocation provided by clause (e)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of Nabisco on the one hand and RJRN on the other in connection with any statements or omissions or any other matters which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by Nabisco on the one hand and RJRN on the other shall be determined by reference to the benefits received by each of them from the Transactions. The relative fault of Nabisco on the one hand and RJRN on the other (i) in the case of any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact, shall be determined by reference to, among other things, whether such statement or omission relates to Nabisco Information or RJRN Information, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission and (ii) in the case of any other action or omission, shall be determined by reference to, among other things, whether such action or omission was taken or omitted to be taken by Nabisco or its subsidiaries or by RJRN or its subsidiaries other than Nabisco Holdings and its subsidiaries, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action or omission. Nabisco and RJRN agree that it would not be just and equitable if contribution pursuant to this subsection (e) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this subsection (e). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from 9

any person who was not guilty of such fraudulent misrepresentation. (f) The reimbursement, indemnity and contribution obligations of Nabisco and RJRN under this Section 4 shall extend upon the same terms and conditions to the partners, directors, employees and controlling persons (if any) of Nabisco and RJRN and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of Nabisco, RJRN and any of such other persons referred to above. Section 5. Amendments and Waivers. The parties hereto acknowledge that the Registration Statement as originally filed has been and may be amended by one or more pre-effective or post-effective amendments thereto. The parties hereto agree to amend the Schedule to reflect the scope of the information for which each is providing indemnification hereunder in a manner consistent with the intention of the parties set forth in the recitals hereto. This Agreement may be otherwise amended and any party may take any action herein prohibited, or omit to take any action herein required to be performed by it, only if such party shall have obtained the written consent to such amendment, action or omission to act of each of the other parties hereto. Nabisco and RJRN shall be deemed to have consented to any information included in or omitted from a particular caption designated as its information on the Schedule unless, prior to the filing of the Registration Statement (or a particular amendment or supplement thereto), such party objects to the inclusion or omission of such information in writing (or orally if promptly confirmed in writing). Information to the inclusion or omission of which a party has timely objected in writing (the "Excluded Information") shall not be Nabisco Information or RJRN Information, as the case may be, for purposes of Section 4 hereof. Notwithstanding the foregoing provisions of this Section 5, Excluded Information shall not include information incorporated by reference or derived (without material modification) from documents otherwise filed by the objecting party with the Commission.

any person who was not guilty of such fraudulent misrepresentation. (f) The reimbursement, indemnity and contribution obligations of Nabisco and RJRN under this Section 4 shall extend upon the same terms and conditions to the partners, directors, employees and controlling persons (if any) of Nabisco and RJRN and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of Nabisco, RJRN and any of such other persons referred to above. Section 5. Amendments and Waivers. The parties hereto acknowledge that the Registration Statement as originally filed has been and may be amended by one or more pre-effective or post-effective amendments thereto. The parties hereto agree to amend the Schedule to reflect the scope of the information for which each is providing indemnification hereunder in a manner consistent with the intention of the parties set forth in the recitals hereto. This Agreement may be otherwise amended and any party may take any action herein prohibited, or omit to take any action herein required to be performed by it, only if such party shall have obtained the written consent to such amendment, action or omission to act of each of the other parties hereto. Nabisco and RJRN shall be deemed to have consented to any information included in or omitted from a particular caption designated as its information on the Schedule unless, prior to the filing of the Registration Statement (or a particular amendment or supplement thereto), such party objects to the inclusion or omission of such information in writing (or orally if promptly confirmed in writing). Information to the inclusion or omission of which a party has timely objected in writing (the "Excluded Information") shall not be Nabisco Information or RJRN Information, as the case may be, for purposes of Section 4 hereof. Notwithstanding the foregoing provisions of this Section 5, Excluded Information shall not include information incorporated by reference or derived (without material modification) from documents otherwise filed by the objecting party with the Commission. Section 6. Rights Under Other Agreements. Except as expressly set forth herein with respect to rights to indemnification relating to the Transactions, each party agrees that nothing herein will limit or otherwise modify or affect any of its rights, duties or obligations under the Corporate Agreement, the Fee Agreement or the Dealer Manager Agreement. 10 Section 7. Notices. All notices and other Communications provided for hereunder shall be in writing and shall be by first class mail, telecopier or hand delivery: If to Nabisco or Holdings: 7 Campus Drive Parsippany, New Jersey 07054 Attention: James A. Kirkman III If to RJRN: 1301 Avenue of the Americas New York, New York 10019 Attention: Jo-Ann Ford With copies of such notices to: Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10018 Attention: David W. Ferguson All such notices and communications shall be deemed to have been given or made (1) when delivered by hand, (2) five business days after being deposited in the mail, postage prepaid, or (3) when telecopied, receipt acknowledged.

Section 7. Notices. All notices and other Communications provided for hereunder shall be in writing and shall be by first class mail, telecopier or hand delivery: If to Nabisco or Holdings: 7 Campus Drive Parsippany, New Jersey 07054 Attention: James A. Kirkman III If to RJRN: 1301 Avenue of the Americas New York, New York 10019 Attention: Jo-Ann Ford With copies of such notices to: Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10018 Attention: David W. Ferguson All such notices and communications shall be deemed to have been given or made (1) when delivered by hand, (2) five business days after being deposited in the mail, postage prepaid, or (3) when telecopied, receipt acknowledged. Section 8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein. Section 9. Descriptive Headings. The descriptive headings used herein are inserted for convenience of reference only and shall not limit or otherwise affect the meaning of terms contained herein. Section 10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Section 11. Severability. If any one or more of the provisions, paragraphs, words, clauses, phrases or sentences contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality or enforceability of any such provision, paragraph, word, clause, phrase or sentence in every other respect and of the remaining provisions, paragraphs, words, clauses, phrases or sentences hereof shall not be in any way impaired, it being 11

intended that all rights, powers and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law. 12

IN WITNESS WHEREOF, each or the parties has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, all as of the day and year first above written. NABISCO, INC.
By /s/ James A. Kirkman III -----------------------Name: James A. Kirkman III Title: Executive Vice President, General Counsel and Secretary

intended that all rights, powers and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law. 12

IN WITNESS WHEREOF, each or the parties has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, all as of the day and year first above written. NABISCO, INC.
By /s/ James A. Kirkman III -----------------------Name: James A. Kirkman III Title: Executive Vice President, General Counsel and Secretary

NABISCO HOLDINGS CORP.
By /s/ John F. Manfredi -------------------Name: John F. Manfredi Title: Executive Vice President, Corporate Affairs

RJR NABISCO, INC.
By /s/ ----------------------------Name: Title:

13

ANNEX I
Aggregate Principal Amount ------------------$600,000,000

Title of Series --------------8.30% Notes due April 15, 1999 8 5/8% Sinking Fund Debentures due March 15, 2017 8% Notes due January 15, 2000 6.80% Notes due September 1, 2001 6.11% Notes due August 19, 1996 6.88% Notes due January 28, 1997 6.77% Notes due August 11, 1997 6.75% Notes due August 11, 1997 7.20% Notes due January 22, 1998 7.64% Notes due August 1, 2001

$440,650,000 $750,000,000 $100,000,000 $ $ $ $ $ $ 5,000,000 5,000,000 1,000,000 1,000,000 5,000,000 1,500,000

IN WITNESS WHEREOF, each or the parties has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, all as of the day and year first above written. NABISCO, INC.
By /s/ James A. Kirkman III -----------------------Name: James A. Kirkman III Title: Executive Vice President, General Counsel and Secretary

NABISCO HOLDINGS CORP.
By /s/ John F. Manfredi -------------------Name: John F. Manfredi Title: Executive Vice President, Corporate Affairs

RJR NABISCO, INC.
By /s/ ----------------------------Name: Title:

13

ANNEX I
Aggregate Principal Amount ------------------$600,000,000

Title of Series --------------8.30% Notes due April 15, 1999 8 5/8% Sinking Fund Debentures due March 15, 2017 8% Notes due January 15, 2000 6.80% Notes due September 1, 2001 6.11% Notes due August 19, 1996 6.88% Notes due January 28, 1997 6.77% Notes due August 11, 1997 6.75% Notes due August 11, 1997 7.20% Notes due January 22, 1998 7.64% Notes due August 1, 2001 7.375% Notes due August 1, 2001 7.63% Notes due August 13, 2001 7.86% Notes due September 4, 2001

$440,650,000 $750,000,000 $100,000,000 $ $ $ $ $ $ $ $ $ 5,000,000 5,000,000 1,000,000 1,000,000 5,000,000 1,500,000 2,500,000 1,000,000 5,000,000

ANNEX I
Aggregate Principal Amount ------------------$600,000,000

Title of Series --------------8.30% Notes due April 15, 1999 8 5/8% Sinking Fund Debentures due March 15, 2017 8% Notes due January 15, 2000 6.80% Notes due September 1, 2001 6.11% Notes due August 19, 1996 6.88% Notes due January 28, 1997 6.77% Notes due August 11, 1997 6.75% Notes due August 11, 1997 7.20% Notes due January 22, 1998 7.64% Notes due August 1, 2001 7.375% Notes due August 1, 2001 7.63% Notes due August 13, 2001 7.86% Notes due September 4, 2001

$440,650,000 $750,000,000 $100,000,000 $ $ $ $ $ $ $ $ $ 5,000,000 5,000,000 1,000,000 1,000,000 5,000,000 1,500,000 2,500,000 1,000,000 5,000,000

14

SCHEDULE A NABISCO INFORMATION (a) The Registration Statement cover page. (b) The information in the Prospectus and Consent Solicitation under the captions: "Available Information" (insofar as it relates to Nabisco); "Summary-Nabisco Inc.; - Nabisco, Inc. Summary Historical Consolidated Financial Data; - Recent Developments; -Nabisco, Inc. Unaudited Consolidated Condensed Statements of Income; - Summary Pro Forma Consolidated Financial Data, Nabisco, Inc.; Nabisco, Inc. Capitalization"; "Significant Considerations - Certain Effects of the Exchange Offers on Tendering Holders of Old Notes - Financial Considerations Relating to Nabisco (insofar as it relates to Nabisco); - Certain Effects of the Exchange Offers on Both Tendering and Non-Tendering Holders of Old Notes - Liquidity of Trading (insofar as it relates to Nabisco's New Notes); - Nabisco's Relationship with Affiliates; - Exposure to Tobacco-Related Litigation"; "Description of the New Notes"; "Description of Credit Agreements" (insofar as it relates to Nabisco's Credit Agreement); "Selected Historical Consolidated Financial Data of Nabisco, Inc."; "Management's Discussion and Analysis of Financial Condition and Results of Operations of Nabisco, Inc."; "Nabisco, Inc. Pro Forma Consolidated Condensed Financial Statements"; "Description of Nabisco, Inc."; "Nabisco's Relationship with Affiliates"; "Management of Nabisco, Inc."; "Legal Matters" (insofar as it relates to Nabisco); "Experts" (insofar as it relates to Nabisco) and "Nabisco Holdings Corp., Nabisco, Inc. Index to Consolidated Financial Statements - Financial Statements" (pages F-1 through F-23). (c) Part II of the Registration Statement (other than Exhibits 1, 4.9(a) through 4.9(d) and 12 and 23.1 (insofar as they relate to RJRN). RJRN INFORMATION

SCHEDULE A NABISCO INFORMATION (a) The Registration Statement cover page. (b) The information in the Prospectus and Consent Solicitation under the captions: "Available Information" (insofar as it relates to Nabisco); "Summary-Nabisco Inc.; - Nabisco, Inc. Summary Historical Consolidated Financial Data; - Recent Developments; -Nabisco, Inc. Unaudited Consolidated Condensed Statements of Income; - Summary Pro Forma Consolidated Financial Data, Nabisco, Inc.; Nabisco, Inc. Capitalization"; "Significant Considerations - Certain Effects of the Exchange Offers on Tendering Holders of Old Notes - Financial Considerations Relating to Nabisco (insofar as it relates to Nabisco); - Certain Effects of the Exchange Offers on Both Tendering and Non-Tendering Holders of Old Notes - Liquidity of Trading (insofar as it relates to Nabisco's New Notes); - Nabisco's Relationship with Affiliates; - Exposure to Tobacco-Related Litigation"; "Description of the New Notes"; "Description of Credit Agreements" (insofar as it relates to Nabisco's Credit Agreement); "Selected Historical Consolidated Financial Data of Nabisco, Inc."; "Management's Discussion and Analysis of Financial Condition and Results of Operations of Nabisco, Inc."; "Nabisco, Inc. Pro Forma Consolidated Condensed Financial Statements"; "Description of Nabisco, Inc."; "Nabisco's Relationship with Affiliates"; "Management of Nabisco, Inc."; "Legal Matters" (insofar as it relates to Nabisco); "Experts" (insofar as it relates to Nabisco) and "Nabisco Holdings Corp., Nabisco, Inc. Index to Consolidated Financial Statements - Financial Statements" (pages F-1 through F-23). (c) Part II of the Registration Statement (other than Exhibits 1, 4.9(a) through 4.9(d) and 12 and 23.1 (insofar as they relate to RJRN). RJRN INFORMATION The information in the Registration Statement and Consent Solicitation Statement other than Nabisco Information. 15

Exhibit 10.9 AMENDMENT, as of this ____ day of [[month]], 1995, of the EMPLOYMENT AGREEMENT dated October 12, 1988 by and between RJR Nabisco,Inc./ a Delaware corporation ("RJRN") and [Executive] (the "Executive"). WHEREAS, the Executive and RJRN entered into the Employment Agreement; and WHEREAS, the Executive and RJRN executed a Special Addendum to the Employment Agreement as of December 20, 1988; and WHEREAS, the recent corporate restructuring of RJRN has resulted in a modification of the operating relationship between Nabisco, Inc. ("Nabisco") and RJRN, and as a result thereof, RJRN, Nabisco and the Executive agree that the Employment Agreement should be further amended in order to more effectively provide the Executive continued incentives to remain in the service of Nabisco or its subsidiaries or affiliates; NOW THEREFORE, in consideration of mutual incentives, it is hereby agreed by and among RJRN, Nabisco and the Executive to amend the Employment Agreement effective on the date first above written, as follows:
- 1) All reference throughout the Employment Agreement to "the Company" shall refer solely to Nabisco. 2) Section 4(a) is hereby amended by the addition of a new sentence at the end thereof to read as follows: The transfer of the Executive's employment to any company that owns at least 50% of the voting power of the Company, or any

Exhibit 10.9 AMENDMENT, as of this ____ day of [[month]], 1995, of the EMPLOYMENT AGREEMENT dated October 12, 1988 by and between RJR Nabisco,Inc./ a Delaware corporation ("RJRN") and [Executive] (the "Executive"). WHEREAS, the Executive and RJRN entered into the Employment Agreement; and WHEREAS, the Executive and RJRN executed a Special Addendum to the Employment Agreement as of December 20, 1988; and WHEREAS, the recent corporate restructuring of RJRN has resulted in a modification of the operating relationship between Nabisco, Inc. ("Nabisco") and RJRN, and as a result thereof, RJRN, Nabisco and the Executive agree that the Employment Agreement should be further amended in order to more effectively provide the Executive continued incentives to remain in the service of Nabisco or its subsidiaries or affiliates; NOW THEREFORE, in consideration of mutual incentives, it is hereby agreed by and among RJRN, Nabisco and the Executive to amend the Employment Agreement effective on the date first above written, as follows:
- 1) All reference throughout the Employment Agreement to "the Company" shall refer solely to Nabisco. 2) Section 4(a) is hereby amended by the addition of a new sentence at the end thereof to read as follows: The transfer of the Executive's employment to any company that owns at least 50% of the voting power of the Company, or any subsidiary of such company (an "Affiliated Company") shall not be deemed an Involuntary Termination, if and only if such transfer would not be deemed an Involuntary Termination under Section 4(b) hereof and the obligations of the Company under this Agreement are assigned to such employing Affiliated Company and the Company agrees to guarantee the obligations of such Affiliated Company under this Agreement. 3) Section 5(b)(v) is hereby amended in its entirety to read as follows: (v) For purposes of calculating Final Average Earnings for pension benefits, to the extent permitted by law the Executive will be deemed to be paid during the entire Compensation Period at the annual rate of cash compensation equal to the sum of the amounts determined pursuant to Sections 5(b)(i)(A) and (B). 4) Section 5(d) is hereby amended in its entirety to read as follows: (d) Long Term Incentive Plan Awards. ------------------------------The treatment of long term

incentive awards during the Compensation Period shall be determined pursuant to the term of the appropriate long term incentive award plan and the specific long term incentive award agreement; provided, however, that for such purposes, the Compensation Period shall be treated as a period of salary and benefit continuance. 5) The final sentence of section 7(d) is hereby amended to read as follows: The Company, however, may assign its obligations hereunder in the event of the transfer of the Executive's employment to an Affiliated Company or the divestiture (whether by the sale of shares or assets) of the Operating Company employing the Executive. 6) In all other respects, the Employment Agreement continues in full force and effect.

incentive awards during the Compensation Period shall be determined pursuant to the term of the appropriate long term incentive award plan and the specific long term incentive award agreement; provided, however, that for such purposes, the Compensation Period shall be treated as a period of salary and benefit continuance. 5) The final sentence of section 7(d) is hereby amended to read as follows: The Company, however, may assign its obligations hereunder in the event of the transfer of the Executive's employment to an Affiliated Company or the divestiture (whether by the sale of shares or assets) of the Operating Company employing the Executive. 6) In all other respects, the Employment Agreement continues in full force and effect. IN WITNESS WHEREOF, the RJRN, Nabisco and the Executive have executed this amendment on the date first above written. RJR Nabisco, Inc. By: _____________________ Nabisco, Inc. By: _____________________ [[Executive]]

Exhibit 10.10 EMPLOYMENT AGREEMENT THIS AGREEMENT, made as of this day of , by and between NABISCO, INC., a Delaware corporation (the "Company") and (the "Executive"). RECITALS WHEREAS, in order to provide the Executive continued incentives to remain in the services of the Company or its subsidiaries, the Company desires to provide the Executive with compensation security under the conditions set forth in this Agreement should his employment with the Company or its designated subsidiaries for any reason be terminated without cause by the Company during the term of this Agreement; NOW, THEREFORE, it is hereby agreed by and between the parties as follows: 1. Employment. The Executive agrees to devote his working time exclusively to the performance of such services of the Company or its subsidiaries as may be assigned to him from time to time and to perform such services faithfully and to the best of his ability except as the provisions of subsection 4(b)(b) shall apply. 2. Term of Agreement. This Agreement shall commence on the date hereof and shall remain in effect so long as the Executive remains employed by the Company, any of its subsidiaries or any successor organization. 3. Termination of Employment Without Compensation Continuance. (a) Termination for Cause. This Agreement shall immediately be terminated and neither party shall have any obligation hereunder if the Executive's employment is terminated for "cause." Termination for cause shall arise where termination results from (a) criminal dishonesty, (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 a majority of the Board of Directors of the Company, or (d) deliberate misconduct which could be materially damaging to the Company without reasonable good faith belief by the Executive that such conduct was in the best interests of the Company.

Exhibit 10.10 EMPLOYMENT AGREEMENT THIS AGREEMENT, made as of this day of , by and between NABISCO, INC., a Delaware corporation (the "Company") and (the "Executive"). RECITALS WHEREAS, in order to provide the Executive continued incentives to remain in the services of the Company or its subsidiaries, the Company desires to provide the Executive with compensation security under the conditions set forth in this Agreement should his employment with the Company or its designated subsidiaries for any reason be terminated without cause by the Company during the term of this Agreement; NOW, THEREFORE, it is hereby agreed by and between the parties as follows: 1. Employment. The Executive agrees to devote his working time exclusively to the performance of such services of the Company or its subsidiaries as may be assigned to him from time to time and to perform such services faithfully and to the best of his ability except as the provisions of subsection 4(b)(b) shall apply. 2. Term of Agreement. This Agreement shall commence on the date hereof and shall remain in effect so long as the Executive remains employed by the Company, any of its subsidiaries or any successor organization. 3. Termination of Employment Without Compensation Continuance. (a) Termination for Cause. This Agreement shall immediately be terminated and neither party shall have any obligation hereunder if the Executive's employment is terminated for "cause." Termination for cause shall arise where termination results from (a) criminal dishonesty, (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 a majority of the Board of Directors of the Company, or (d) deliberate misconduct which could be materially damaging to the Company without reasonable good faith belief by the Executive that such conduct was in the best interests of the Company. (b) Voluntary Termination of Employment by the Executive. The Executive reserves the right to voluntarily terminate his employment at any time for any reason; provided, he shall give the Company not less than three (3) months written notice thereof, unless the Company consents to a shorter notice period. Three (3) months after the Company receives such notice, this Agreement shall cease, all obligations of the Company hereunder shall be cancelled automatically, and the Executive shall not be entitled to any

form of Compensation Continuance under this Agreement, including that described in Section 5 below. (c) Disability. The event of physical or mental disability of a nature that entitles the Executive to benefits under the Company's Long-Term Disability Plan is not a termination of employment under any section of this Agreement. As such, disability shall not qualify the Executive for the Compensation Continuance described herein unless the Executive is terminated under Section 4(a). (d) Death. In the event of the Executive's death prior to involuntary termination, this Agreement will be null and void. 4. Termination With Compensation Continuance. (a) Involuntary Termination Without Cause by the Company. The Company reserves the right to terminate the employment of the Executive at any time for any reason subject to providing the compensation and benefits described herein. Except as provided in Section 6, the Company will provide the Executive with the Compensation Continuance described in Section 5 hereof if the Executive is involuntarily separated from active employment without cause by the Company ("Involuntary Termination"). Involuntary Termination shall not include the divestiture of the Operating Company employing the Executive, and the obligations of the Company under this Agreement shall be assigned to the Operating Company, or its successors or acquiror, in connection with the

form of Compensation Continuance under this Agreement, including that described in Section 5 below. (c) Disability. The event of physical or mental disability of a nature that entitles the Executive to benefits under the Company's Long-Term Disability Plan is not a termination of employment under any section of this Agreement. As such, disability shall not qualify the Executive for the Compensation Continuance described herein unless the Executive is terminated under Section 4(a). (d) Death. In the event of the Executive's death prior to involuntary termination, this Agreement will be null and void. 4. Termination With Compensation Continuance. (a) Involuntary Termination Without Cause by the Company. The Company reserves the right to terminate the employment of the Executive at any time for any reason subject to providing the compensation and benefits described herein. Except as provided in Section 6, the Company will provide the Executive with the Compensation Continuance described in Section 5 hereof if the Executive is involuntarily separated from active employment without cause by the Company ("Involuntary Termination"). Involuntary Termination shall not include the divestiture of the Operating Company employing the Executive, and the obligations of the Company under this Agreement shall be assigned to the Operating Company, or its successors or acquiror, in connection with the divestiture of either all, or substantially all, the shares or assets of such Operating Company. Nor shall Involuntary Termination include transfer of the Executive's employment to any company that owns at least 50% of the voting power of the Company, or any subsidiary of such company (an "Affiliated Company"); provided, that the obligations of the Company under this Agreement are assigned to such employing Affiliated Company. The transfer of the Executive's employment to any company that owns at least 50% of the voting power of the Company, or any subsidiary of such company (an "Affiliated Company") shall not be deemed an Involuntary Termination, if and only if such transfer would not be deemed an Involuntary Termination under Section 4(b) hereof and the obligations of the Company under this Agreement are assigned to such employing Affiliated Company and the Company agrees to guarantee the obligations of such Affiliated Company under this Agreement. (b) Deemed Involuntary Termination Without Cause by the Company. Involuntary Termination shall be deemed to occur if the Executive voluntarily terminates employment after: (a) the total amount of his base salary and targeted awards under the Long-Term Incentive Plan and the Annual Incentive Award Plan (or successors thereto) is at any time reduced by more than 20% without the Executive's consent, provided, however, nothing herein shall be construed to guarantee the Executive's target award if performance is below target, (b) his job responsibilities are substantially reduced in importance without the Executive's consent, or (c) he, without his consent, is at any time required as a condition of continued employment to relocated from his then current place of employment a distance equal to or greater than the mileage threshold required by the IRS for a moving expense deduction. Unless the Executive provides written notification of his non-consent to any of

the events in (a) or (b) or (c) above within 90 days after the occurrence of such events, the Executive shall be deemed to have consented to the occurrence of such event or events and no deemed Involuntary Termination shall occur. If the Executive provides written notice of his non-consent to any of the events in (a) or (b) or (c) above within 90 days after the occurrence of such events, he shall be deemed to have been Involuntarily Terminated ninety (90) days after receipt of such written notice by the Company. 5. Compensation Continuance Under this Agreement. (a) Compensation Period. If at any time during the term of this Agreement the Executive has an Involuntary Termination pursuant to Section 4, he will be provided with Compensation Continuance as provided in this Section 5 for a period of three (3) years commencing with the effective date of such Involuntary Termination (the "Compensation Period"). (b) Cash Compensation. (i) The Executive will be entitled to such compensation equal to two (2) years pay, calculated as described below, payable in equal monthly installments over the three (3) year Compensation Period, each installment representing two-thirds (2/3) of the Executive's full pay for such period.

the events in (a) or (b) or (c) above within 90 days after the occurrence of such events, the Executive shall be deemed to have consented to the occurrence of such event or events and no deemed Involuntary Termination shall occur. If the Executive provides written notice of his non-consent to any of the events in (a) or (b) or (c) above within 90 days after the occurrence of such events, he shall be deemed to have been Involuntarily Terminated ninety (90) days after receipt of such written notice by the Company. 5. Compensation Continuance Under this Agreement. (a) Compensation Period. If at any time during the term of this Agreement the Executive has an Involuntary Termination pursuant to Section 4, he will be provided with Compensation Continuance as provided in this Section 5 for a period of three (3) years commencing with the effective date of such Involuntary Termination (the "Compensation Period"). (b) Cash Compensation. (i) The Executive will be entitled to such compensation equal to two (2) years pay, calculated as described below, payable in equal monthly installments over the three (3) year Compensation Period, each installment representing two-thirds (2/3) of the Executive's full pay for such period. The aggregate cash compensation will be calculated as twice the sum of (A) plus (B), where (A) is the Executive's highest annual rate of base salary in effect during the twelve (12) month period prior to his involuntary termination and (B) is the target amount of his award under the Company's Annual Incentive Award Plan (or successor Short-Term Incentive Plan) for the calendar year in which his employment terminated. (ii) Cash compensation paid pursuant to this Section 5(b) shall be payable in equal monthly installments over the Compensation Period, and shall be subject to regular payroll deductions. (iii) For purposes of calculating Average Final Compensation for pension benefits, to the extent permitted by law the Executive will be deemed to be paid during the entire Compensation Period at the annual rate of cash compensation equal to the sum of the amounts determined pursuant to Sections 5(b)(i)(A) and (B). (c) Short Term Incentive Plan Awards. The Executive will be paid at the time of Involuntary Termination an award under the Annual Incentive Award Plan (or successor thereto, if any) of the Company, based upon the target award for the year in which the Executive's Involuntary Termination occurs, prorated for the Executive's active employment during such year and adjusted for performance. Except as stated in the foregoing sentence, all provisions of the Annual Incentive Award Plan (or successor thereto) shall be applicable to the Executive. (d) Long Term Incentive Plan Awards. The treatment of long term incentive awards during the Compensation period shall be determined pursuant to the term of the

appropriate long term incentive award plan and the specific long term incentive award agreement; provided, however, that for such purposes, the Compensation Period shall be treated as a period of salary and benefit continuance. (e) Welfare Benefits. During the Compensation Period, the Executive will be provided the welfare benefits afforded by the Employee Benefit Plans and programs maintained by the Company in which he participated immediately prior to his Involuntary Termination, except that he will not be eligible to participate in the Company's short-term or long-term disability plans. (f) Internal Revenue Code Qualified Defined Benefit Plans. If the Executive was participating in an IRC Section 401(a) defined benefit plan prior to Involuntary Termination, he will, to the extent permitted by law, continue to accrue benefits under such plan during the Compensation Period. (g) Internal Revenue Code Qualified Defined Contribution Plans. If the Executive was participating in an IRC Section 401(a) defined contribution plan prior to separation from active employment, he may, to the extent permitted by law, continue to so participate pursuant to the terms of that plan during the Compensation Period. (h) ERISA Excess Plans. The Executive shall be eligible to participate during the Compensation Period in any

appropriate long term incentive award plan and the specific long term incentive award agreement; provided, however, that for such purposes, the Compensation Period shall be treated as a period of salary and benefit continuance. (e) Welfare Benefits. During the Compensation Period, the Executive will be provided the welfare benefits afforded by the Employee Benefit Plans and programs maintained by the Company in which he participated immediately prior to his Involuntary Termination, except that he will not be eligible to participate in the Company's short-term or long-term disability plans. (f) Internal Revenue Code Qualified Defined Benefit Plans. If the Executive was participating in an IRC Section 401(a) defined benefit plan prior to Involuntary Termination, he will, to the extent permitted by law, continue to accrue benefits under such plan during the Compensation Period. (g) Internal Revenue Code Qualified Defined Contribution Plans. If the Executive was participating in an IRC Section 401(a) defined contribution plan prior to separation from active employment, he may, to the extent permitted by law, continue to so participate pursuant to the terms of that plan during the Compensation Period. (h) ERISA Excess Plans. The Executive shall be eligible to participate during the Compensation Period in any plan of the Company adopted for the purpose of restoring benefits under the Qualified Defined Benefit and Defined Contribution Plans of the Company which would otherwise be reduced by the limitations so imposed by Section 415 and other sections of the IRC. (i) Executive or Management Program. The Executive may continue to participate in the Executive or Management Program, if a participant on the date immediately prior to Involuntary Termination, pursuant to the terms of the program governing inactive pay status as in effect on the date of this Agreement or as each respective provision of the Program may be improved from time to time or as additional provisions become effective. (j) Outplacement. During the Compensation Period, the Executive will be provided with outplacement counseling services at Company expense; provided, however, this expense shall not exceed 18% of the amount of cash Compensation Continuance paid in a single calendar year. This counseling shall include, but is not limited to, skill assessment, job market analysis, resume preparation, interviewing skills, job search techniques and negotiating. 6. Conditions on Compensation Continuance. (a) Availability and Consulting. During the Compensation Period the Executive shall provide consulting services to the Company on a reasonable basis subject to appropriate notice and reimbursement of all travel and other expenses. During the first six (6) months of the Compensation Period the Executive may be required by the Company to provide up to fifteen (15) days of consultation during normal business hours and business

days. When and if the Executive becomes employed on a full-time basis, either with another company or on a self-employed basis, his obligation to provide consulting services shall be limited by the requirements of such employment, and under appropriate circumstances, may be restricted to telephone conference. (b) Confidentiality and Conduct. The Executive warrants that he will not disclose to any other person any confidential information or trade secrets concerning the Company or any of its subsidiaries at any time during or after the Compensation Period. The Executive will at all times refrain from taking any action or making any statements, written or oral, which are intended to and do disparage the goodwill or reputation of the Company, its directors, officers or executives or which could adversely affect the morale of Company employees. (c) Breach of Conditions. In the event that the Executive unreasonably refuses to provide consulting services in accordance with paragraph (a) above or materially violates the terms and conditions of paragraph (b) above, the Company may, at its election upon ten (10) days notice, terminate the Compensation Period, discontinue cash compensation payments and employee benefits coverage and cancel any outstanding Long Term Incentive Plan awards (if permitted under the terms of such awards). The Company may also initiate any form of legal action it may deem appropriate seeking damages or injunctive relief with respect to any material violations of paragraph (b) above.

days. When and if the Executive becomes employed on a full-time basis, either with another company or on a self-employed basis, his obligation to provide consulting services shall be limited by the requirements of such employment, and under appropriate circumstances, may be restricted to telephone conference. (b) Confidentiality and Conduct. The Executive warrants that he will not disclose to any other person any confidential information or trade secrets concerning the Company or any of its subsidiaries at any time during or after the Compensation Period. The Executive will at all times refrain from taking any action or making any statements, written or oral, which are intended to and do disparage the goodwill or reputation of the Company, its directors, officers or executives or which could adversely affect the morale of Company employees. (c) Breach of Conditions. In the event that the Executive unreasonably refuses to provide consulting services in accordance with paragraph (a) above or materially violates the terms and conditions of paragraph (b) above, the Company may, at its election upon ten (10) days notice, terminate the Compensation Period, discontinue cash compensation payments and employee benefits coverage and cancel any outstanding Long Term Incentive Plan awards (if permitted under the terms of such awards). The Company may also initiate any form of legal action it may deem appropriate seeking damages or injunctive relief with respect to any material violations of paragraph (b) above. (d) Non-Competition. The Compensation Period shall be terminated if the Executive, without the Company's written approval, accepts a substantially similar or higher executive position, paying a substantially comparable or greater level of cash compensation, with any other company conducting a business which is substantially competitive with a business conducted by the Company. Alternatively, the Company may, in its discretion, appropriately reduce the Executive's cash compensation and employee benefits coverage for the balance of the Compensation Period. (e) Employment With Another Employer During Compensation Period. Except as otherwise provided in this Section 6, if the Executive commences employment with another employer during the Compensation Period, he will continue to receive the compensation continuance provided under Section 5 for the balance of the Compensation Period, except that, unless otherwise required by law, benefits under the Company's Employee Benefits Plans, including the Executive or Management Program, if applicable, shall be appropriately terminated or offset to the extent provided by the other employer. (f) Other Severance Benefits. The Executive is entitled to no other form of severance benefits, including benefits otherwise payable under any of the Company's regular severance policies, other than those set forth elsewhere in this Agreement. The Executive will at the time of termination of employment be eligible for any form of postretirement benefit provided under the Company's qualified Employee Benefits Plans, including retiree medical benefits, as any other employee upon retirement with the same age and service. Nothing contained in this Agreement shall adversely affect the Executive's rights to accrued vested pension benefits or his right to receive previously deferred awards under any of the

Company's incentive award plans. (g) Release and Waiver of Claims. In consideration of the compensation and benefits continuance available pursuant to this Agreement, the Executive, except as otherwise expressly provided in this Agreement, unconditionally releases the Company and its subsidiaries, any Affiliated Companies, their directors, officers, employees and stockholders, or any of them, from any and all claims, liabilities, and obligations of any nature pertaining to termination of employment including, but not limited to, (a) any claims under federal, state or local laws prohibiting age discrimination, or (b) any claims growing out of any alleged legal restrictions on the Company's right to terminate its employees, such as any alleged implied contract of employment or termination contrary to public policy. (h) Death. In the event of the Executive's death subsequent to commencement of this Compensation Period hereunder, the balance of Compensation Continuance will be paid to his beneficiary in a lump sum. "Beneficiary" shall mean the Executive's designated beneficiary under his Executive Program life insurance, or, if not so eligible, his core life insurance benefit under the Company's plans.

Company's incentive award plans. (g) Release and Waiver of Claims. In consideration of the compensation and benefits continuance available pursuant to this Agreement, the Executive, except as otherwise expressly provided in this Agreement, unconditionally releases the Company and its subsidiaries, any Affiliated Companies, their directors, officers, employees and stockholders, or any of them, from any and all claims, liabilities, and obligations of any nature pertaining to termination of employment including, but not limited to, (a) any claims under federal, state or local laws prohibiting age discrimination, or (b) any claims growing out of any alleged legal restrictions on the Company's right to terminate its employees, such as any alleged implied contract of employment or termination contrary to public policy. (h) Death. In the event of the Executive's death subsequent to commencement of this Compensation Period hereunder, the balance of Compensation Continuance will be paid to his beneficiary in a lump sum. "Beneficiary" shall mean the Executive's designated beneficiary under his Executive Program life insurance, or, if not so eligible, his core life insurance benefit under the Company's plans. 7. General Provisions. (a) Limited Right of Appeal. (i) If the Executive is advised in writing that he is being terminated for cause and within fifteen (15) days thereafter submits to the Chief Executive Officer of the Company a written objection to such a determination, Section 3(a) will not be applicable unless the Compensation Committee of the Board of Directors of the Company at or before its next regularly scheduled meeting determines by majority vote that the Executive has been terminated for cause. (ii) If the Executive's Compensation Period is terminated pursuant to Section 6, he may, within fifteen (15) days after mailing of notice thereof to him, submit to the Chief Executive Officer of the Company a written objection to such termination. In such event, the Compensation Committee of the Board of Directors at or before its next regularly scheduled meeting must determine by majority vote that termination of the Compensation Period was appropriate or, failing that, the Compensation Period must be reinstated with full retroactive effect. (b) Notices. All notices hereunder shall be in writing and deemed properly given if delivered by hand and receipted or if mailed by registered mail, return receipt requested. Notices to the Company shall be directed to the Corporate Secretary at the Company's headquarters offices. Notices to the Executives shall be directed to his last known home address. (c) Limited Waiver. The waiver by the Company of a violation of any of the provisions of this Agreement, whether express or implied, shall not operate or be construed as a waiver of any subsequent violation of any such provision.

(d) No Assignment. No right, benefit or interest hereunder shall be subject to assignment, encumbrance, charge, pledge, hypothecation or set off by Executive in respect of any claim, debt or obligation, or similar process. The Company, however, may assign its obligations hereunder in the event of the transfer of the Executive's employment to an Affiliated Company or the divestiture (whether by the sale of shares or assets) of the Operating Company employing the Executive. (e) Amendment. This Agreement may not be amended, modified or canceled except by written agreement of the parties. (f) Severability. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Agreement shall remain in full force and effect to the fullest extent permitted by law. (g) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Executive, the Company, its affiliates, and any successor organization or organizations which shall succeed to substantially all of the business and property of the Company, whether by means of merger, consolidation, acquisition of substantially all

(d) No Assignment. No right, benefit or interest hereunder shall be subject to assignment, encumbrance, charge, pledge, hypothecation or set off by Executive in respect of any claim, debt or obligation, or similar process. The Company, however, may assign its obligations hereunder in the event of the transfer of the Executive's employment to an Affiliated Company or the divestiture (whether by the sale of shares or assets) of the Operating Company employing the Executive. (e) Amendment. This Agreement may not be amended, modified or canceled except by written agreement of the parties. (f) Severability. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Agreement shall remain in full force and effect to the fullest extent permitted by law. (g) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Executive, the Company, its affiliates, and any successor organization or organizations which shall succeed to substantially all of the business and property of the Company, whether by means of merger, consolidation, acquisition of substantially all of the assets of the Company or otherwise, including by operation of law. (h) Unsecured Promise. Unless otherwise stated herein, no benefit or promise hereunder shall be secured by any specific assets of the Company. Unless otherwise stated herein, the Executive shall have only the rights of an unsecured general creditor of the Company in seeking satisfaction of such benefits or promises. (i) Governing Law. This Agreement has been made in and shall be governed and construed in accordance with the laws of the State of Delaware. (j) Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties hereto with respect to the matters covered hereby. This Agreement supersedes and replaces any prior agreement with respect to employment, compensation continuation and the matters contained in this Agreement which the Executive may have had with the Company or any affiliate. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. NABISCO, INC. By: Executive Vice President and Chief Personnel Officer [Executive]

EXHIBIT 11.1 RJR NABISCO HOLDINGS CORP. COMPUTATION OF EARNINGS PER SHARE (DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED SEPTEMBER 30, 1995 ---------------------------PRIMARY FULLY DILUTED(A) -----------------------Average number of common and common equivalent shares outstanding during the period (in thousands): Common Stock and Series C Depositary Shares issued and outstanding at beginning of period...................................... THREE MONTHS ENDED SEPTEMBER 30, 1994 ----------------------PRIMARY FULLY DILUT -------------------

325,251

325,251

323,721

323,7

EXHIBIT 11.1 RJR NABISCO HOLDINGS CORP. COMPUTATION OF EARNINGS PER SHARE (DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED SEPTEMBER 30, 1995 ---------------------------PRIMARY FULLY DILUTED(A) -----------------------Average number of common and common equivalent shares outstanding during the period (in thousands): Common Stock and Series C Depositary Shares issued and outstanding at beginning of period...................................... Average number of shares of common stock issued during the period (including shares of common stock issued during the period through the exercise of options).......................... Average number of shares related to value of restricted stock earned during the period..... Average number of stock options outstanding during the period and shares issuable under performance shares granted.................... Shares issuable upon conversion of ESOP convertible preferred stock................... Average number of common and common equivalent shares outstanding during the period.......... THREE MONTHS ENDED SEPTEMBER 30, 1994 ----------------------PRIMARY FULLY DILUT -------------------

325,251

325,251

323,721

323,7

165 264

165 264

230 244

2 2

849 ---------326,529 ----------------$ 232 (34) $

1,213 3,025 -------329,918 --------------232 (30) (1) -------201 (16) -------$ 185 ---------------

2,323 ---------326,518 ----------------$ 216 (33) $

3,0 3,0 -----330,3 ----------2 ( ------1 ------$ 1 -----------

Income (loss) applicable to common stock: Income before extraordinary item................ Preferred stock dividends(B).................... Income tax benefit on ESOP preferred stock dividends..................................... Income before extraordinary item applicable to common stock.................................. Extraordinary item.............................. Net income applicable to common stock...........

---------198 (16) --------$ 182 -----------------

---------183 ---------$ 183 -----------------

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

0.61 (.05) --------$ 0.56 -----------------

$

$

0.61 (.05) -------$ 0.56 ---------------

0.56 ---------$ 0.56 -----------------

$

$

0. ------$ 0. -----------

(A) For purposes of this Exhibit, the calculations of fully diluted earnings per share include common stock equivalents and other potentially dilutive securities that produce an anti-dilutive result. (B) The 1995 preferred stock dividend amounts include approximately $5 million related to the exchange of RJRN Holdings' obligated mandatorily redeemable preferred securities of subsidiary trust for Series B Preferred Stock. See Note 6 to the Consolidated Condensed Financial Statements.

EXHIBIT 11.2

EXHIBIT 11.2 RJR NABISCO HOLDINGS CORP. COMPUTATION OF EARNINGS PER SHARE (DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
NINE MONTHS ENDED SEPTEMBER 30, 1995 -----------------------------PRIMARY FULLY DILUTED(A) ------------------------Average number of common and common equivalent shares outstanding during the period (in thousands): Common Stock and Series C Depositary Shares issued and outstanding at beginning of period................... Average number of shares of common stock issued during the period (including shares of common stock issued during the period through the exercise of options).............................. Average number of shares related to value of restricted stock earned during the period.................................. Average number of stock options outstanding during the period and shares issuable under performance shares granted............................... Shares issuable upon conversion of ESOP convertible preferred stock............. Average number of common and common equivalent shares outstanding during the period.................................. NINE MONTHS ENDED SEPTEMBER 30, 1994 ------------------------PRIMARY FULLY DILUTED --------------------

325,107

325,107

269,602

269,602

172

172

28,968

28,968

92

92

81

81

1,017 -----------

1,191 3,041 ----------------

2,517 ---------

2,841 3,101 --------

326,388 ------------------$ 583 (99)

329,603 ------------------------------$ 583 (88)

301,168 --------------$ 602 (98)

304,593 --------------$ 602 (87)

Income (loss) applicable to common stock: Income before extraordinary item.......... Preferred stock dividends(B).............. Income tax benefit on ESOP preferred stock dividends............................... Income before extraordinary item applicable to common stock.............. Extraordinary item........................ Net income applicable to common stock.....

----------484 (16) ---------$ 468 -------------------

(2) ---------------493 (16) ---------------$ 477 -------------------------------

--------504 (145) -------$ 359 ---------------

(1) -------514 (145) -------$ 369 ---------------

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

1.48 (.05) ---------$ 1.43 -------------------

$

1.50 (.05) ---------------$ 1.45 -------------------------------

$

1.67 (0.48) -------$ 1.19 ---------------

$

1.69 (0.48) -------$ 1.21 ---------------

$

(A) For purposes of this Exhibit, the calculations of fully diluted earnings per share include common stock equivalents and other potentially dilutive securities that produce an anti-dilutive result. (B) The 1995 preferred stock dividend amounts include approximately $5 million related to the exchange of RJRN Holdings' obligated mandatorily redeemable preferred securities of subsidiary trust for Series B Preferred Stock. See Note 6 to the Consolidated Condensed Financial Statements.

EXHIBIT 12.1

EXHIBIT 12.1 RJR NABISCO HOLDINGS CORP. COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (DOLLARS IN MILLIONS)
NINE MONTHS ENDED SEPTEMBER 30, 1995 --------------------Earnings before fixed charges: Income before minority interest in income of Nabisco..................... Provision for income taxes............................................... Income before income taxes............................................... Interest and debt expense................................................ Interest portion of rental expense....................................... Earnings before fixed charges.............................................. $ 619 483 -------1,102 663 38 -------$ 1,803 ---------------

Combined fixed charges and preferred stock dividends: Interest and debt expense................................................ Interest portion of rental expense....................................... Capitalized interest..................................................... Preferred stock dividends*............................................... Combined fixed charges and preferred stock dividends...................

$

663 38 9 326 -------$ 1,036 --------------1.7 ---------------

Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends..................................................................

* Represents dividends of $14 million on ESOP Preferred Stock and pre-tax equivalent amount on dividends of $83 million on the Series B Preferred Stock and $120 million on the Series C PERCS.

EXHIBIT 12.2 RJR NABISCO, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (DOLLARS IN MILLIONS)
NINE MONTHS ENDED SEPTEMBER 30, 1995 -----------------Earnings before fixed charges: Income before minority interest in income of Nabisco..................... Provision for income taxes............................................... Income before income taxes............................................... Interest and debt expense................................................ Interest portion of rental expense....................................... Earnings before fixed charges.............................................. 625 486 ------1,111 659 38 ------$1,808 ------------$

Fixed charges:

EXHIBIT 12.2 RJR NABISCO, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (DOLLARS IN MILLIONS)
NINE MONTHS ENDED SEPTEMBER 30, 1995 -----------------Earnings before fixed charges: Income before minority interest in income of Nabisco..................... Provision for income taxes............................................... Income before income taxes............................................... Interest and debt expense................................................ Interest portion of rental expense....................................... Earnings before fixed charges.............................................. 625 486 ------1,111 659 38 ------$1,808 ------------659 38 9 ------$ 706 ------------2.6 ------------$ $

Fixed charges: Interest and debt expense................................................ Interest portion of rental expense....................................... Capitalized interest..................................................... Total fixed charges....................................................

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

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM HOLDINGS' CONSOLIDATED CONDENSED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE BY REFERTENCE TO SUCH FINANCIAL STATEMENTS. RJR NABISCO HOLDINGS CORP. (In Millions) CIK: 0000847903 NAME: RJR NABISCO HOLDINGS CORP. MULTIPLIER: 1,000,000

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION

9 MOS SEP 30 1995 SEP 30 1995 354 0 1,271 0 2,495 4,524 8,106 (2,618) 31,133 3,515 9,524 3 392 3 10,025 31,133 11,684 11,684 5,379 9,779 (140) 0

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM HOLDINGS' CONSOLIDATED CONDENSED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE BY REFERTENCE TO SUCH FINANCIAL STATEMENTS. RJR NABISCO HOLDINGS CORP. (In Millions) CIK: 0000847903 NAME: RJR NABISCO HOLDINGS CORP. MULTIPLIER: 1,000,000

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

9 MOS SEP 30 1995 SEP 30 1995 354 0 1,271 0 2,495 4,524 8,106 (2,618) 31,133 3,515 9,524 3 392 3 10,025 31,133 11,684 11,684 5,379 9,779 (140) 0 (663) 1,102 483 619 0 (16) 0 567 1.43 1.45

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM RJRN'S CONSOLIDATED CONDENSED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENT RJR NABISCO INC. (In Millions) CIK: 0000083612 NAME: RJR NABISCO, INC. MULTIPLIER: 1,000,000

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS COMMON PREFERRED MANDATORY

9 MOS SEP 30 1995 SEP 30 1995 353 0 1,271 0 2,495 4,523 8,106 (2,618) 31,131 3,357 9,524 0 0

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM RJRN'S CONSOLIDATED CONDENSED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENT RJR NABISCO INC. (In Millions) CIK: 0000083612 NAME: RJR NABISCO, INC. MULTIPLIER: 1,000,000

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS COMMON PREFERRED MANDATORY PREFERRED OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

9 MOS SEP 30 1995 SEP 30 1995 353 0 1,271 0 2,495 4,523 8,106 (2,618) 31,131 3,357 9,524 0 0 0 12,115 31,131 11,684 11,684 5,379 9,772 (142) 0 (659) 1,111 486 625 0 (16) 0 573 0.00 0.00