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                                                                   Exhibit 10.54

                     [LETTERHEAD OF NABISCO GROUP HOLDINGS]

                                                              September 24, 1999

William Rosoff
465 West End Avenue
Apartment SA
New York, NY 10024

Dear Bill:

      This letter constitutes the entire agreement between NABISCO GROUP
      HOLDINGS CORP. (the "Company"), its predecessors, successors, affiliates,
      former affiliates and/or assigns, and you regarding the termination of
      your employment relationship with the Company, and implements the
      provisions of the Headquarters Protection Program. The severance-related
      compensation and/or benefits as described in this letter represent the
      Company's entire severance obligation to you and are in lieu of any such
      compensation and/or benefits to which you would otherwise have been
      entitled under the RJR Nabisco, Inc. Salary and Benefit Continuation
      Program (the "SBC"), your non-qualified pension benefits under the
      Company's Additional Benefits Plan and Supplemental Benefits Plan and/or
      your Employment Agreement dated January 18, 1998 (copy attached) with the
      Company.

      Please read the rest of this letter carefully; if you agree to be bound by
      its terms, please sign the copy of this letter agreement where indicated
      on the last page and return it to me by October 15, 1999.

1.    a) You specifically acknowledge that you have received your Completion
      Bonus of $510,000.00, less withholding taxes and other applicable
      deductions, and, therefore, the Company's obligation to pay you a
      Completion Bonus has been satisfied. The Completion Bonus is not
      includable in any benefit plan calculations.

      b) Your Termination Date is October 15, 1999 or such other date as
      determined by the Chief Executive Officer of the Company. You will
      continue as a regular full-time employee through your Termination Date and
      are expected prior to your Termination Date to provide a transition of
      your
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      job duties and responsibilities, if you voluntarily quit or are terminated
      by the Company for violation of Company rules, policies, guides or
      standards of conduct before your Termination Date or if you fail to
      provide reasonable job transition assistance, as determined by the Senior
      Vice President, Human Resources, you will not receive the benefits
      described below.

      c) Your Benefit Continuation, as summarized below, commences the day after
      your Termination Date and continues through October 15, 2002, which will
      be your official "Separation Date" for Company records.

      As soon as practicable following your Termination Date and unless
      otherwise deferred by you under a deferral plan provided by the Company
      and/or its affiliates, you shall receive a lump sum Severance Payment of
      $2,040,000.00, less withholding taxes and other applicable deductions.
      This lump sum Severance Payment shall contain a lump sum settlement of
      your Cost of Living Adjustment, if any, for the period of Benefit
      Continuation. You specifically acknowledge that upon receipt of your
      Severance Payment, any Company obligation to make a cash severance payment
      to you shall have been satisfied.

      d) As soon as practicable following your Termination Date and unless
      otherwise deferred by you under a deferral plan provided by the Company
      and/or its affiliates, you shall receive your Cash Retention Grant from
      the Retention Incentive Program in two payments for a total of
      $2,550,000.00, less withholding taxes and other applicable deductions. The
      Cash Retention Grant shall not be included in any benefit plan
      calculations. You specifically acknowledge that upon receipt of your Cash
      Retention Grant, the Company's and the Retention Trust's obligation to pay
      you such a grant shall have been satisfied.

      (e) As soon as practicable following your Termination Date and unless
      otherwise deferred by you under a deferral plan provided by the Company
      and/or its affiliates, you shall receive your Departure Bonus in the
      amount of $1,000,000.00, less withholding taxes and other applicable
      deductions.

      f) Benefit Continuation through your Separation Date is provided in order
      to preserve the Company's access to you although you will have been
      relieved of all your normal duties and responsibilities. You agree that
      you will personally provide reasonable assistance and cooperation in
      locating or obtaining information concerning the Company (past or present)
      about which you are knowledgeable, and specifically, you will assist your
      successor, if any, on an as needed basis.


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      g) You acknowledge that as of your Termination Date, your active
      employment with the Company and/or its affiliates or former affiliates
      will end irrevocably and will not resume again at any time in the future.

      h) Except as otherwise noted, Benefit Continuation as described herein
      continues through your Separation Date regardless of whether or not you
      become employed by an employer not affiliated with the Company.

2.    If you die during Benefit Continuation, any survivor benefits shall be
      governed by the terms of applicable individual benefit plan provisions. If
      you die after the Completion Date, but before your Termination Date, all
      cash payments shall be made to your beneficiary designated under the
      Company's Core Life Insurance Program, unless you have specifically
      elected otherwise in writing.

3.    As of your Termination Date, you will cease to accrue any further
      vacation. Unused 1999 vacation plus vacation for 2000 accrued in 1999 up
      to your Termination Date will be paid in a lump sum as soon as practicable
      following your Termination Date and is not includable for any benefit plan
      calculations. Vacation accrues up to your Termination Date at 1/12 of your
      vacation entitlement for each full or partial month of active employment.
      Your vacation entitlement is determined as of the beginning of the
      calendar year. Vacation taken prior to your Termination Date will reduce
      this amount.

4.    a) During Benefit Continuation, you may continue to participate in the
      employee welfare benefit programs in which you participated as of your
      Termination Date except as otherwise provided in this Agreement or by the
      terms of the individual program. You may participate as though you were an
      active employee, subject to applicable contributions by you. The term
      "employee welfare benefit programs" does not include the SELECT Long Term
      Disability Plan, the Annual Incentive Award Plan ("AIAP"), the Long Term
      Incentive Plan ("LTIP"), the Retirement Plan for Employees of RJR Nabisco,
      Inc. ("PEP") or the Capital Investment Plan ("CIP"), the dispositions of
      which are detailed in other provisions of this Agreement.

      Unless otherwise specified by the Company in its sole discretion, changes
      in the employee welfare benefit programs after the date of this letter
      will not apply to you, unless otherwise required by law. New benefit
      programs which replace or supersede current programs will apply to you if
      the Company chooses not to continue to make the current programs available
      to employees; provided however, such employee welfare benefit programs
      shall be no less


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      favorable, in the aggregate, than provided to you on the date of this
      Agreement.

      b) The following is a summary of benefit continuation:

      Your participation in the Company's Executive Medical Plan and in the
      SELECT Flexible Benefits Program will continue until your Separation Date,
      provided you make any required Plan contributions in the manner specified
      by the Company. You will not be eligible for Short or Long Term Disability
      benefits during your Benefits Continuation Period. If your Benefits
      Continuation period continues into a new SELECT Plan Year, you will be
      required to re-enroll in the same manner as active employees. Should you
      become employed by an employer not affiliated with the Company, health
      care coverage provided by your new employer will be coordinated with
      health care benefits provided by the Company. If you elect COBRA
      (Consolidated Omnibus Budget Reconciliation Act of 1985) continuation
      coverage under SELECT after your Separation Date, the monthly premium is
      equal to the full 102% of the actual plan cost. Specific costs and details
      will be provided on request. You may elect COBRA coverage for 18 months.

      If at the end of your Benefit Continuation, you are at least age 50 with
      five (5) years of service and the Company provides retiree medical, dental
      and life insurance for its retirees, you shall be eligible for such
      insurance at the Company and retiree contribution rate for a retiree (i)
      of your actual age and (ii) with service equal to the greater of ten (10)
      years or actual years of service.

      Should you have any questions about Benefit Continuation after
      Headquarters is closed, you should contact Nabisco Employee Benefit
      Administration at (973) 503-4676.

      You are vested in the PEP. After your Termination Date, you will have an
      irrevocable choice of receiving your PEP benefit as a lump sum or an
      immediate annuity, or electing a deferred annuity which can commence no
      earlier than age 65. Appropriate election forms will be provided to you
      within two (2) months after your Termination Date.

      You shall be paid a lump sum benefit of $2,463,110.00 (subject to final
      adjustment) as soon as practicable following your Termination Date in
      satisfaction of all benefits payable under all of the non-tax qualified
      defined benefit plans of the Company. This payment is in lieu of any
      benefit entitlement you may have under the Company's Additional Benefits
      Plan or


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      Supplemental Benefits Plan. The calculation of this benefit includes your
      lump sum Severance Payment and credit for the period between your
      Termination Date and Separation Date. You specifically acknowledge that
      upon receipt of payment for your lump sure benefit the Company's
      obligation to pay a non-tax qualified defined benefit payment shall have
      been satisfied.

      Your lump sum Severance Payment is compensation subject to elective
      contributions to CIP. If your compensation for 1999 exceeds $160,000, a
      non-qualified Company matching payment will be made to you in accordance
      with your elected deferral percentage and will be distributed to you as
      soon as possible following your Termination Date, less withholding taxes
      and other applicable deductions, unless otherwise deferred by you under a
      deferral plan provided by the Company and/or its affiliates. Following
      your Termination Date, you may elect to receive a distribution of your CIP
      account balance in accordance with the terms of CIP. If you elect to leave
      your account balance in CIP, you will retain all rights under the Plan as
      a terminated employee, including the right to transfer investments between
      funds and to request a distribution from CIP. You are fully vested in your
      CIP account.

5.    a) You will be paid the full value of your Flexible Perquisite Program for
      a period of three years in a lump sum as soon as practicable following
      your Termination Date. The amount of your lump sum Flexible Perquisite
      payment is $142,500.00, less taxes and applicable deductions, payable as
      soon as practicable following your Termination Date, unless otherwise
      deferred by you under a deferral plan provided by the Company and/or its
      affiliates. This lump sum payment shall not be included in any benefit
      plan calculations.

      b) No new car or lease will be provided during Benefit Continuation;
      provided, however, the car currently leased for you by the Company shall
      be transferred to you as soon as practicable following your Termination
      Date, and the value of the car, as determined by the Company, shall be
      grossed up for all applicable taxes. Car related expenses after the
      foregoing transfer shall be your responsibility. Company car insurance
      under the Flexible Perquisite Program shall be available to you during the
      Benefit Continuation provided applicable premiums are paid by you.

      c) Your Paragon and Group Universal Life Insurance policies may be
      retained by you after your Termination Date by payment of applicable
      premiums. Details regarding direct billing to you will be made available
      prior to your Termination Date.


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      d) If applicable, you may remain a member of the Equitable Athletic & Swim
      Club until the last day of the month in which you are terminated, You may
      continue as a member after your Termination Date at your own expense
      without an initiation fee.

      e) If you were relocated at the Company's request during or after 1989,
      you may be eligible for relocation benefits to a new job location pursuant
      to the Company's relocation program. Your application for relocation
      benefits must be made within twelve (12) months following your Termination
      Date and will be offset by any relocation benefits provided by a new
      employer. Contact Nabisco Relocation with any questions at (973) 503-3097.

6.    You will be paid as soon as practicable following your Termination Date an
      award under the AIAP for your months of active employment during the 1999
      plan year at 150% of target in the amount of $525,000.00, less taxes and
      applicable deductions, unless otherwise deferred by you under a deferral
      plan provided by the Company and/or its affiliates, This payment is
      includable for benefit calculation purposes. Your lump sum Severance
      Payment described above includes a full payment for AIAP awards for the
      full period of severance, so no further payment for AIAP will be made
      after your Termination Date.

7.    Prior to your Termination Date, you are expected to submit Expense Reports
      for all outstanding travel, entertainment and other business expenses. If
      any expense report(s) reflect any amounts owing to the Company, such
      expense will be deducted from payments under this Agreement, as necessary.
      In addition, prior to your Termination Date you must return all Company
      equipment requested from you by the Company or the value of such
      equipment, as determined by the Company, shall be deducted from the
      calculation of your lump sum Severance Payment.

8.    a) Under LTIP, your vested Non-Qualified Stock Option Agreements may be
      exercised anytime up to the exercise expiration date. Your unvested
      options, if any, will be fully vested on your Termination Date. The
      exercise of your stock options is governed by the terms of your
      Non-Qualified Stock Option agreements. No further LTIP Awards will be
      made to you.

      b) Your PARS and Performance Notes will be fully vested on your
      Termination Date and shall be calculated and paid as soon as practicable
      following your Termination Date in accordance with your applicable PAR and
      Performance Note Agreements, unless otherwise deferred by you under a


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               deferral plan provided by the Company and/or its affiliates. Your
               Performance Notes are includable for benefit calculation
               purposes.

      c) Your Restricted Stock shall vest on your Termination Date and shall be
      handled in accordance with the terms of your Restricted Stock Agreement.

9.    You are entitled to the use of the outplacement counseling services
      designated by the Company for a period of twelve (12) months after your
      Termination Date for which the Company will pay the fee. Such assistance
      must be started within three (3) months of your Termination Date and ends
      twelve (12) months after commencement of service or upon your acceptance
      of new employment, whichever comes first. This benefit may not be
      converted into a cash award. You are not obligated to use this service,
      but the Company urges you to consider this service as one of the avenues
      to finding new employment.

10.   If on your Termination Date you are an active participant in the Tuition
      Refund Plan and all of the requirements of the Plan are fulfilled, you
      will continue to be eligible for tuition aid reimbursement during Benefit
      Continuation for courses completed during Benefit Continuation. Promissory
      Notes existing on your Termination Date shall be deemed paid.

      If otherwise eligible, you may continue to participate or newly enroll in
      the MedSave Retiree Savings Plan and Scholastic Savings Plan during
      Benefit Continuation. Upon your Separation Date, no further contributions
      will be permitted; however, your account(s) including any applicable
      Company match will be maintained with continued interest growth.
      Distribution of your account(s) will be processed in accordance with
      program rules for severed employees.

      In addition, you may apply for any of the education loans available in the
      RJR Nabisco Scholastic Loan Program during Benefit Continuation. You will
      continue to be eligible for the interest credit reimbursement feature of
      the RJRN Plus loan if you are still on Benefit Continuation at the end of
      the School Year. You are not eligible for credit reimbursement after your
      Separation Date.

11.   a) The Company shall hold you harmless from any golden parachute tax
      imposed by any federal, state or local taxing authority as a result of any
      of the payments made pursuant to this Agreement. Payment of such golden
      parachute tax plus any additional taxes imposed as a result of the payment
      by the Company of such golden parachute tax, shall be made at the time you
      are


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      required to pay such golden parachute tax. You agree to cooperate fully
      with the Company in any protest or appeal by the Company in the event of
      the imposition of such golden parachute tax.

      b) You shall be covered by the same liability and indemnification programs
      afforded to other officers for acts that occurred while you were an
      officer of the Company and/or its affiliates.

      You shall maintain the terms and conditions of this Agreement in
      confidence. In addition, you will not disclose to any other employer or
      person any trade secrets or other proprietary, non-public, or confidential
      information pertaining to the Company. You will return all Company
      information or documents in whatever form, except information relating to
      your personal employee benefits or executive compensation. In accordance
      with normal ethical and professional standards, you will refrain from
      taking actions or making statements, written or oral, which defame the
      goodwill or reputation of the Company, its directors, officers, executives
      and employees or which constitute willful misconduct under circumstances
      where it is reasonable for you to anticipate or to expect that the natural
      consequences of such conduct by you will be to affect adversely the
      business or reputation of the Company or its affiliates, or the morale of
      other employees.

12.   (a) You agree that you will personally provide reasonable assistance and
      cooperation to the Company, RJR Nabisco, Inc., their predecessors,
      successors and assigns in activities related to the prosecution or defense
      of any pending or future lawsuits or claims involving the Company, RJR
      Nabisco, Inc. or R. J. Reynolds Tobacco Company, (b) You will promptly
      notify the Company if you receive any requests from anyone other than an
      employee or agent of the Company for information regarding the Company or
      if you become aware of any potential claim or proposed litigation against
      the Company, RJR Nabisco, Inc. or R. J. Reynolds Tobacco Company. (c) You
      will refrain from providing any information related to any claim or
      potential litigation against the Company, RJR Nabisco, Inc. or R. J
      Reynolds Tobacco Company to any non-Company representatives without either
      the Company's written permission or being required to provide information
      pursuant to legal process. (d) If required by law to provide sworn
      testimony regarding any Company-related matter, you will consult with and
      have Company-designated legal counsel present for such testimony. (e) The
      Company will be responsible for the costs of such designated counsel and
      you will bear no cost for same. (f) You will confine your testimony to
      items about which you have knowledge rather than speculation, unless
      otherwise directed by legal process. (g) You will cooperate with the
      Company's attorneys to assist their


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      efforts, especially on matters you have been privy to, holding all
      privileged attorney-client matters in strictest confidence.

      Nothing in sentences (c)-(g) of the above paragraph is intended to apply
      to governmental or judicial investigations, including, but not limited to,
      an investigation by any agency or department of the Federal or state
      government, any hearing before a committee of the Congress of the United
      States or of a state legislature, any investigation or proceeding by or of
      a special prosecutor, or any proceeding by or before a grand jury;
      provided, however, the Company will reimburse you for legal expenses
      including, but not limited to, the cost of any attorney reasonably
      acceptable to the Company and other out-of pocket expenses if you are
      compelled to appear in a governmental or judicial investigation and such
      appearance arises out of your previous employment by the Company or RJR
      Nabisco, Inc.

13.   Except as otherwise stated herein, no benefits (other than those provided
      by a tax-qualified plan or trust) or promise hereunder shall be secured by
      any specific assets of the Company. The payments under this Agreement
      shall not be assigned by you or anticipated in any way and any such
      attempted assignment will be void.

14.   IN CONSIDERATION OF THE COMPENSATION AND BENEFITS SET FORTH IN THIS
      AGREEMENT, YOU VOLUNTARILY, KNOWINGLY AND WILLINGLY RELEASE AND FOREVER
      DISCHARGE THE COMPANY, ITS PARENTS, SUBSIDIARIES AND AFFILIATES, TOGETHER
      WITH THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND
      AGENTS, AND EACH OF THEIR PREDECESSORS, SUCCESSORS AND ASSIGNS, FROM ANY
      AND ALL CHARGES, COMPLAINTS, CLAIMS, PROMISES, AGREEMENTS, CONTROVERSIES,
      CAUSES OF ACTION AND DEMANDS OF ANY NATURE WHATSOEVER WHICH AGAINST THEM
      YOU OR YOUR EXECUTORS, ADMINISTRATORS, SUCCESSORS OR ASSIGNS EVER HAD, NOW
      HAVE OR HEREAFTER CAN, SHALL OR MAY HAVE BY REASON OF ANY MATTER, CAUSE OR
      THING WHATSOEVER ARISING TO THE TIME YOU SIGN THIS AGREEMENT. YOU FURTHER
      AGREE THAT YOU WILL NOT SEEK OR BE ENTITLED TO ANY AWARD OF EQUITABLE OR
      MONETARY RELIEF IN ANY PROCEEDING OF ANY NATURE BROUGHT ON YOUR BEHALF
      ARISING OUT OF ANY OF THE MATTERS RELEASED BY THIS PARAGRAPH. THIS RELEASE
      INCLUDES, BUT IS NOT LIMITED TO, ANY RIGHTS OR CLAIMS RELATING IN ANY WAY
      TO YOUR


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      EMPLOYMENT RELATIONSHIP WITH THE COMPANY, OR THE TERMINATION THEREOF, OR
      UNDER ANY STATUTE, INCLUDING THE AGE DISCRIMINATION IN EMPLOYMENT ACT,
      TITLE VII OF THE CIVIL RIGHTS ACT, THE AMERICANS WITH DISABILITIES ACT,
      THE NEW YORK STATE AND CITY HUMAN RIGHTS LAWS OR ANY OTHER FEDERAL, STATE
      OR LOCAL LAW.

15.   By signing this Agreement, you represent that you have not commenced any
      proceeding against the Company in any forum (administrative or judicial)
      concerning your employment or the termination thereof. You further
      acknowledge that you were given sufficient notice under the Worker
      Adjustment and Retraining Notification Act (the "WARN Act") and that the
      termination of your employment does not give rise to any claim or right to
      notice, or pay or benefits in lieu of notice under the WARN Act. In the
      event any WARN Act issue does exist or arises in the future, you agree and
      acknowledge that the payments and benefits set forth in this Agreement
      shall be applied to any pay or benefits in lieu of notice required by the
      WARN Act, provided that any such offset shall not impair or affect the
      validity of any provision of this Agreement, including the release set
      forth in paragraph 14.

16.   The Company advises you that you may wish to consult with an attorney of
      your choosing prior to signing this Agreement. You understand and agree
      that you have the right and have been given the opportunity to review this
      Agreement and, specifically, the release in paragraph 14, with an attorney
      of your choice should you so desire. You have entered into this Agreement
      freely, knowingly and voluntarily and specifically in consideration of the
      additional benefits provided to you under the Agreement.

17.   You will be reimbursed for travel, food, lodging or similar out-of-pocket
      expense incurred at the Company's request in discharging any of your
      obligations under this Agreement. If the Company reasonably determines
      that you have violated any of your obligations under this Agreement, then
      the Company may, at its option, terminate the Benefit Continuation and any
      other benefits hereunder; and the Company may demand the return of all
      payments already made and you hereby agree to return such payments upon
      such demand. If after such demand you fail to return said payments, the
      Company has the right to commence judicial proceedings against you to
      recover any and all of its attorney's fees and costs. The Company, or its
      designated representative thereof, shall have exclusive authority to
      interpret this Agreement and the Headquarters Protection Program. The
      decision of the Company, or its designated representative, with respect to
      any question


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      arising as to the employees selected to participate in the Protection
      Program, the amount, term, form and time of payment of benefits under this
      Agreement or any other matter concerning this Agreement shall be final,
      conclusive and binding on both you and the Company.

18.   This Agreement may not be amended except in writing signed by you and the
      Company and no amendments or modifications are contemplated at this time.
      This Agreement shall not be construed to provide any rights to anyone
      other than you and the Company.

19.   If you have any questions about this Agreement, contact Leon Lichter.

20.   You have at least twenty-one days to consider the terms of this Agreement,
      although you may sign and return it sooner if you wish. This Agreement may
      be revoked by you for a period of seven (7) consecutive calendar days
      after you have signed and dated it, and after such seven (7) days, it
      becomes final.

Please indicate your acceptance of the terms of this Agreement by signing this
letter and returning it to me.

                                      Sincerely,

                                      NABISCO GROUP HOLDINGS CORP.

                                      /s/ Gerald I. Angowitz
                                      ----------------------------------------
                                      Gerald I. Angowitz Senior Vice President,
                                      Human Resources and Administration

Understood and Agreed:

/s/ William Rosoff
-----------------------------------
Date:______________________________


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