<PAGE>
                                                                   Exhibit 10.47

                     [LETTERHEAD OF NABISCO GROUP HOLDINGS]

                                                                October 27, 1999

Steven F. Goldstone
Chairman and Chief Executive Officer
Nabisco Group Holdings Corp.

Dear Steven:

      This letter agreement (together with Schedule A hereto, the "Agreement")
      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. It implements the provisions of your
      Amended and Restated Employment Agreement dated January 1, 1997 (the
      "Employment Agreement").

      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
      and return it to me by November 15, 1999.

1.    a)    You will continue as a regular full-time employee through your
            "Termination Date" of December 30, 1999. Effective December 31,
            1999, you will cease to be actively employed as Chief Executive
            Officer of the Company, although you will continue to serve as
            (non-executive) Chairman of the Board of Directors of the Company.

      b)    As soon as practicable following your Termination Date and unless
            otherwise deferred by you under a deferral plan provided by the
            Company and/of its affiliates, you shall receive a lump sum
            Severance Payment. 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.
<PAGE>

      c)    Your "Benefit Continuation", as summarized below, commences December
            31, 1999 and continues through December 31, 2002. Except as
            otherwise noted, Benefit Continuation as described herein continues
            through December 31, 2002 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 before December 31, 1999, any survivor benefits shall be
      determined in accordance with Section 6.3 of the Employment Agreement.

3.    The Company will make a lump-sum payment to you in January 2000, in
      satisfaction of the Company's obligation with respect to your unused and
      accrued vacation days. You will not accrue any further vacation after
      December 30, 1999.

4.    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 Short Term
      or Long Term Disability Plans, the Annual Incentive Award Plan ("AlA"),
      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 supercede 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 favorable, in the aggregate, than provided to you on the
      date of this Agreement.

5.    a)    Your participation in the Company's Executive Medical Plan and in
            the SELECT Flexible Benefits Program will continue until December
            31, 2002, provided you make any required Plan contributions in the
            manner


                                      -2-
<PAGE>

            specified by the Company. 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 affilated 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 December 31, 2002, the
            monthly premium will be equal to the full 102% of the then actual
            plan cost. Specific costs and details will be provided on request.
            You may elect COBRA coverage for 18 months.

      b)    You will not be eligible for Short or Long Term Disability benefits
            during Benefits Continuation.

      c)    If at the end of your Benefit Continuation the Company provides
            retiree medical, dental and/or 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 maximum creditable years of service.

6.    You are fully vested in your account under the CIP. Your lump sum
      Severance Payment is compensation subject to elective contributions to
      CIP. If and to the extent that your lump sum Severance Payment is not
      recognized as compensation under CIP, a non-qualified Company matching
      payment will be made to you in accordance with your elected deferral
      percentage. This non-qualified Company matching payment 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 fluids and to request a distribution from
      CIP.

7.    a)    You are fully vested in the PEP. You are also entitled to a
            Supplemental Pension pursuant to Section 5 of the Employment
            Agreement Annuities representing the after-tax lump sum value of
            your Supplemental Pension accrued benefit as of December 31, 1998
            have already been purchased for your benefit and are held in the
            Excess Benefit Master Trust dated


                                      -3-
<PAGE>

      February 5, 1988, as amended through January 27, 1989 (the "Secular
      Trust"). The annuities will be delivered to you on or about December 31,
      1999 (your "Retirement Date").

      b)    As provided in Section 5 of the Employment Agreement, on or about
            your Retirement Date the Company shall fully fund and deliver to you
            the after-tax lump sum value of the Supplemental Pension benefit
            provided in Section 5(d)(ii) of the Employment Agreement. The
            funding may be accomplished by direct cash payment to you or by the
            purchase of additional annuities subject to the terms of Section 5
            of the Employment Agreement.

8.    a)    You will be paid the full value of your Flexible Perquisite Program
            for a period of tree years in a lump sum as soon as practicable
            following your Termination Date. 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 a practicable following your
            Termination Date, plus a cash tax equalization payment equal to the
            applicable tax liability to you of such transfer (and equalization
            payments) as determined by the Company. 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.

9.    a)    The Paragon Group Universal Life Insurance policies on your life may
            be retained by the respective insurance trusts after your
            Termination Date by payment of applicable premium Details regarding
            direct billing to the insurance rusts will be made available prior
            to your Termination Date.

      b)    In connection with the $3,000,000 of life insurance coverage
            provided under the Equitable Variable Life Insurance contract
            pursuant to Section 4.5 of the Employment Agreement, the payments
            required under Section 4.5(a) of the Employment Agreement will be
            made to you (rather than to the owner of the policy) by the Company
            on a tax adjusted basis as provided in Section 4.5(b) of the
            Employment Agreement provided, however, that the Company's
            obligation to make each payment required under Section 4.5(a) of the
            Employment Agreement shall be contingent


                                      -4-
<PAGE>

            upon an amount equal to the immediately preceding payment (exclusive
            of any such tax adjustment payment) being invested in said contract
            prior to such next payment.

10.   a)    Your annual bonus for 1999 will be determined pursuant to the
            Performance Unit Grant Agreement dated March 19,1999 and, unless
            otherwise deferred by you under a deferral plan provided by the
            Company and/or its affiliates, will be paid as soon as practicable
            following your Termination Date at 150% of target. This payment is
            includable for benefit calculation purposes. Your lump sum Severance
            Payment described above includes a full payment for annual bonuses
            for the full period of severance, so no further payment for annual
            bonuses will be made after your Termination Date.

      b)    Your previously awarded Special Bonus has been credited for your
            benefit under Nabisco's Deferred Compensation Plan. The Special
            Bonus is not includable in any benefit plan calculations.

11.   a)    Your unvested stock options, if any, will be fully vested on your
            Termination Date, and your vested stock options may be exercised
            anytime up to the exercise expiration date. The exercise of your
            stock options is governed by the terms of your Stock Option
            Agreements and the LTIP.

      b)    Your 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 Performance
            Note Agreements, unless otherwise deferred by you under a deferral
            plan provided by the Company and/or its affiliates. Your Performance
            Notes are includable for benefit calculation purposes.

      c)    As part of the "Chairmanship Agreement" between you and the Company
            dated as of January 1,2000, the restricted stock agreement between
            you and the Company dated January 15, 1999 (the "Restricted Stock
            Agreement") is mended to provide that the Restricted Stock shall not
            vest on your Termination Date. The Restricted Stock shall vest upon
            termination of the Chairmanship Agreement, unless you voluntarily
            terminate the Chairmanship Agreement without the consent of the
            Company's Board of Directors. Except for the foregoing, the terms of
            the


                                      -5-
<PAGE>

            Restricted Stock Agreement (including the vesting provisions in
            Section 3 therein) shall remain in full force and effect.

      d)    Your Contingent Performance Share Agreement, as amended and restated
            effective July 14, 1999 will remain in effect subject to the terms
            thereof.

12.   Following termination of the Chairmanship Agreement, the Company will
      provide you with a fully functional office and one secretary until you
      attain age sixty-five (65) and will hold you harmless from any taxes that
      may be due as a result of this arrangement. The office will be located at
      570 Lexington Ave., New York, NY (the Company's New York headquarters)
      unless otherwise agreed by the parties hereto.

13.   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, which may not
      exceed 18% of your Base Salary (as set forth in Section 3.1 of the
      Employment Agreement) Such assistance must be started within three (3)
      months of your Termination Date and will end twelve (12) months after
      commencement of such services or upon your acceptance of new employment,
      whichever comes first. This benefit may not be converted into a cash
      award.

14.   a)    You have outstanding indebtedness to Nabisco Group Holdings Corp.
            under a secured "Promissory Note" dated December 5, 1995. The
            indebtedness becomes due and payable on your Termination Date and,
            at your election, may be satisfied by either (i) a cash payment by
            you to Nabisco Group Holdings Corp. or (ii) the sale of
            collateralized stock and use of the proceeds to repay the
            indebtedness. If and to the extent that, the indebtedness exceeds
            the sale proceeds you will be responsible to repay the remaining
            indebtedness in accordance with the terms of the Promissory Note.

      b)    You have outstanding indebtedness to Nabisco Holdings Corp. under a
            secured promissory note dated May 15, 1996 (The "NHC Promissory
            Note"). The indebtedness becomes due and payable when your service
            as a director terminates and, at your election, may be satisfied by
            either (i) a cash payment by you to Nabisco Holdings Corp. or (ii)
            the sale of collateralized stock and use of the proceeds to repay
            the indebtedness. If,


                                      -6-
<PAGE>

            and to the extent that, the indebtedness exceeds the sale proceeds
            you will be responsible to repay the remaining indebtedness in
            accordance with the terms of the NHC Promissory Note.

15.   The provisions of Section 6.1(c) of the Employment Agreement (regarding
      golden parachute tax) shall apply in the event that any "golden parachute"
      tax is imposed on you by any federal, state or local taxing authority as a
      result of any of the payments made to you by the Company in connection
      with your employment under the Employment Agreement. 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.

16.   Section 4.3 of the Employment Agreement (regarding Directors and Officers
      liability and indemnification programs) shall remain in full force and
      effect.

17.   a)    The provisions of Section 14 of the Employment Agreement (regarding
            non-disclosure of confidential information and non-competition) will
            remain in effect in accordance with its terms.

      b)    You agree that any breach of the covenants contained or referred to
            in this Section 17 would irreparably injure the Company.
            Accordingly, the Company may, in addition to pursuing any other
            remedies it may have in law or in equity obtain an injunction
            against you from any court having jurisdiction over the matter,
            restraining any further violation of this letter agreement by you.

18.   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.

19.   IN CONSIDERATION OF THE PAYMENT OF THE COMPENSATION AND BENEFITS SET FORTH
      IN THIS AGREEMENT AND PURSUANT TO YOUR EMPLOYMENT 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


                                      -7-
<PAGE>

      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 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.

20.   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 19.

21.   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 19, with an attorney
      of


                                      -8-
<PAGE>

      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.

22.   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. The Company, or its designated
      representative thereof, shall have exclusive authority to interpret this
      Agreement. The decision of the Company, or its designated representative,
      with respect to any question arising as to 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.

23.   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.

24.   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/ Steven F. Goldstone
-----------------------------------

Date: 10/27/99
     ------------------------------


                                       -9-
<PAGE>

                     [LETTERHEAD OF NABISCO GROUP HOLDINGS]

                                   SCHEDULE A

This Schedule A is intended to address the financial implications of certain
provisions of the foregoing Agreement. The items addressed below are subject in
all respects to the terms and conditions of the Agreement.

1)    Section 1(b) of the Agreement

      Your lump sum Severance Payment will be $7,500,000, less withholding taxes
      and other applicable deductions. You may defer your Severance Payment
      under a deferral plan provided by the Company and/or its affiliates.

2)    Section 3 of the Agreement

      As of December 31, 1999, you will have 40 days of unused and accrued
      vacation. You will receive a lump-sum payment in January 2000 of $192,308
      for these vacation days, based on your annual base salary of $1,250,000.

3)    Section 6 of the Agreement

      The non-qualified Company matching payment in respect of your Severance
      Payment will be approximately $225,000, equal to 3% of your Severance
      Payment. This non-qualified Company matching payment 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.

4)    Section 7 of the Agreement

      In accordance with Section 5(d)(ii) of the Employment Agreement, the
      Supplemental Pension benefit payable upon your Retirement Date is equal to
      the present value of the maximum 50% SERP benefit that would have been
      paid to you commencing on the third anniversary of your Retirement Date.
      The present value reflects the acceleration of payments by 36 months, but
      without any other reduction under the SERP formula for early commencement
      of payment prior to age 60.

      Based on the maximum Federal, New York State and New York City
      (nonresident) tax rates, your Supplemental Pension benefit expressed as an
      after-tax lump-sum payment as of your Retirement Date would be
      approximately $14.8 million. Annuities representing the after-tax lump
      sum
<PAGE>

      value of approximately $10.3 million have already been purchased for your
      benefit, are held in the Secular Trust and will be distributed to you on
      or about December 31, 1999. The supplemental amount required to fully fund
      the after-tax lump sum value of your Supplemental Pension benefit is
      approximately $8.4 million, of which approximately $3.9 million represents
      a tax equalization payment. This amount will be funded and distributed to
      you on or about December 31, 1999 and will fully discharge the Company's
      obligations to you under Section 5 of the Employment Agreement.

5)    Section 8 of the Agreement

      The amount of your lump-sum Flexible Perquisite payment is $185,250, 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.

6)    Section 9(b) of the Agreement

      The annual premium on the $3,000,000 of life insurance is approximately
      $73,400. Based on the maximum Federal, New York State and New York City
      (nonresident) tax rates, the annual tax equalization payment will be
      approximately $64,175.

7)    Section 10(a) of the Agreement

      Your annual bonus for 1999, determined at 150% of target, is $2,575,000.

8)    Section 10(b) of the Agreement

      Your Special Bonus is $3,000,000, which has been credited for your benefit
      under Nabisco's Deferred Compensation Plan.

9)    Section 12(a) of the Agreement

      The following is an outline of your LTIP stock options:

      ----------------------------------------------------------------
      Grant                                                   Exercise
      Year         Type     Outstanding         Vested           Price
      ----------------------------------------------------------------
      1999         NGH       1,059,876       1,059,876         $17.949
      ----------------------------------------------------------------
      1997         NGH         716,108         716,108         $20.719
      ----------------------------------------------------------------
      1996         NGH         622,702         622,702         $22.406
      ----------------------------------------------------------------
      1995         NGH         311,296         311,296         $19.434
      ----------------------------------------------------------------
      1995         NGH         155,676         155,676         $20.719
      ----------------------------------------------------------------
      1995         NGH         155,665         155,665         $18.069
      ----------------------------------------------------------------
      Total        NGH       3,021,323       3,021,323
      ----------------------------------------------------------------


                                      -2-
<PAGE>


      ----------------------------------------------------------------
       Grant                                                  Exercise
       Year      Type      Outstanding          Vested           Price
      ----------------------------------------------------------------
       1999        NA          100,000         100,000         $39.938
      ----------------------------------------------------------------
       1998        NA          100,000         100,000         $47.625
      ----------------------------------------------------------------
       1997        NA           60,000          60,000         $37.000
      ----------------------------------------------------------------
       1996        NA          200,000         200,000         $33.375
      ----------------------------------------------------------------
       Total       NA          460,000         460,000
      ----------------------------------------------------------------

10)   Section 12(b) of the Agreement

      Your 1997 Performance Notes are valued at $270,703. Your 1998 Performance
      Notes are valued at $305,278.

11)   Section 14(a) of the Agreement

      As of December 31, 1999, your outstanding indebtedness to Nabisco Group
      Holdings Corp is expected to be approximately $642,671, which is secured
      by 16,529 shares of Nabisco Group Holdings Corp. common stock and 5,509
      shares of R.J. Reynolds Tobacco Holdings, Inc common stock.

12)   Section 14(b) of the Agreement

      As of December 31, 1999, your outstanding indebtedness to Nabisco Holdings
      Corp is expected to be approximately $635,565, which is secured by 14,981
      shares of Nabisco Holdings Corp. common stock.

This Schedule A is an integral part of the Agreement and may be amended only by
mutual written agreement of the parties hero.

                                        NABISCO GROUP HOLDINGS CORP.


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

Understood and Agreed:

/s/ Steven F. Goldstone
-----------------------------------


Date: 10/27/99
     ------------------------------


                                       -3-