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                                                                     Exhibit 10f



                               WHITMAN CORPORATION
                                 AMENDMENT NO. 2
                                       TO
                   1982 STOCK OPTION, RESTRICTED STOCK AWARD
                           AND PERFORMANCE AWARD PLAN

         This Amendment is made as of September 1, 1992 to the Whitman
Corporation 1982 Stock Option, Restricted Stock Award and Performance Award
Plan, as amended through June 16, 1989 (the "Plan").

         1. Paragraph 5 of the Plan is hereby amended by deleting the third
paragraph and inserting in lieu thereof the following:

         "Any shares of Common Stock subject to an Option or Alternate Stock
     Right which for any reason lapses or is terminated as to such shares shall
     again be available for grants of Options, Alternate Stock Rights,
     Restricted Stock Awards or Performance Awards under the Plan."

         2. Paragraph 7(G) of the Plan is hereby amended by adding at the end
thereof the following:

         "No Alternate Stock Right granted under the Plan shall be transferable
     otherwise than by will or the laws of descent and distribution and an
     Alternate Stock Right may be exercised, during the lifetime of the holder
     thereof, only by said holder."

         3. Paragraph 10(A) of the Plan is hereby amended by deleting Paragraph
10(A) and inserting in lieu thereof the following:

         "(A) (i) each Option granted under this Plan shall be exercisable in
     full and (ii) each Holder of an Option shall receive from the Corporation
     within 60 days after the change in control, in exchange for the surrender
     of the Option or any portion thereof to the extent the Option is then
     exercisable in accordance with clause (i), an amount of cash equal to the
     difference between the fair market value (as determined by the Committee)
     on the date of exercise of the Common Stock covered by the Option or
     portion thereof which is so surrendered and the purchase price of such
     Common Stock under the Option, provided that the right described in this
     clause (ii) shall be exercisable only if a positive amount would be payable
     to the Holder pursuant to the formula specified in this clause (ii);"


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         4. Paragraph 10(B) of the Plan is hereby amended by deleting Paragraph
10(B) and inserting in lieu thereof the following:

         "(B) each Holder of a Restricted Stock Award shall receive from the
     Corporation within 60 days after the change in control, in exchange for the
     surrender of the Restricted Stock Award, an amount of cash equal to the
     fair market value (as determined by the Committee) on the date of the
     change in control of the Common Stock subject to the Restricted Stock
     Award;"

         5. Paragraph 10(C) of the Plan is hereby amended by deleting Paragraph
10(C) and inserting in lieu thereof the following:

         "(C) each Holder of a Performance Award for which the performance
     period has not expired shall receive from the Corporation within 60 days
     after the change in control, in exchange for the surrender of the
     Performance Award, an amount of cash equal to the product of the value of
     the Performance Award and a fraction the numerator of which is the number
     of whole months which have elapsed from the beginning of the performance
     period to the date of the change in control and the denominator of which
     is the number of whole months in the performance period; and"

         6. Paragraph 10 of the Plan is hereby amended by adding at the end
thereof the following:

         "No right to receive cash under this Paragraph 10, whether or not such
     right is a derivative security, shall be transferable otherwise than by
     will or the laws of descent and distribution."

         7. Paragraph 11(B) of the Plan is hereby amended by deleting Paragraph
11(B) and inserting in lieu thereof the following:

         "(B) A Share Withholding election shall be subject to disapproval by
     the Committee. In addition, Share Withholding, including a Share
     Withholding election, shall be in compliance with Section 16 of the
     Securities Exchange Act of 1934 and the rules thereunder."

         8. Paragraph 11(C) of the Plan is hereby amended by deleting Paragraph
11(C) and inserting in lieu thereof the following:



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         (C) If the date as of which the amount of tax to be withheld is
     determined (the "Tax Date") is deferred until after the exercise of a
     Nonqualified Option, the expiration of the Restriction Period applicable to
     a Restricted Stock Award or the payment of a Performance Award, and the
     Holder elects Share Withholding, the Corporation shall issue to the
     Holder the full number of shares of Common Stock, if any, resulting from
     such exercise, expiration or payment and the Holder shall be
     unconditionally obligated to tender back or deliver to the Corporation on
     the Tax Date such number of shares of Common Stock as shall have an
     aggregate fair market value equal to the amount to be withheld on the Tax
     Date, rounded down to the nearest whole share.

         9. This Amendment is made pursuant to Paragraph 13 of the Plan.

         IN WITNESS WHEREOF, the Company has caused this amendment to be signed
on its behalf by its duly authorized representative and its corporate seal to be
affixed and attested this 19th day of June, 1992.

                                       WHITMAN CORPORATION

                                       By:  /s/ WILLIAM B. MOORE
                                           -------------------------------------
                                       Its      Vice President
                                           -------------------------------------

(Corporate Seal)

Attest:

/s/ [ILLEGIBLE]
---------------------------------
Its:  Assistant Secretary
     ----------------------------



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