Exhibit 10.33


                                    AMENDED AND RESTATED
                                    EMPLOYMENT AGREEMENT
                                    --------------------

    THIS AGREEMENT, dated as of the 5th day of December, 1995, by and among RJR

Nabisco Holdings Corp., a Delaware corporation ("Holdings"), RJR Nabisco, Inc.,

a Delaware corporation and a direct subsidiary of Holdings (the "Company") and

Charles M. Harper ("Executive") amends and restates that certain agreement by

and among Holdings, the Company and Executive made the 27th day of May, 1993, as

amended February 15, 1995, and April 13, 1995, (the "Initial Agreement"). This

Agreement reflects the fact that Executive has ceased to serve as Chief

Executive Officer of Holdings and the Company and will continue to serve in the

executive positions of Chairman of the Boards of Holdings and the Company, This

Agreement will (i) following a Change of Control (as defined in Exhibit E),

supersede the Executive's participation in the RJR Nabisco Holdings Corp.

Headquarters Continuing Excellence Recognition Program (the "Headquarters

Program") and (ii) be in lieu of Executive's participation in the RJR Nabisco

Holdings Corp. 1995 Employee Protection Program (the "1995 Program"), but will

in no event provide lesser benefits to Executive in the event of the termination

of Executive's employment following a Change of Control than would otherwise be

available under the 1995 Program.




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                                    RECITALS
                                    --------

    In order to induce Executive to continue in his current position as Chairman

of the Boards of Holdings and the Company, Holdings and the Company desire to

provide Executive with compensation and other benefits under the conditions set

forth in this Agreement. Executive is willing to continue employment as Chairman

of the Boards of Holdings and the Company, and to perform services for Holdings

and the Company, on the terms and conditions hereinafter set forth.

    It is therefore hereby agreed by and between the parties as follows:

         1.    Employment.
               -----------

           1.1  Subject to the terms and conditions of this Agreement, Holdings

agrees to employ Executive during the term hereof as Chairman of the Boards of

Holdings and the Company. In such capacities, Executive shall have the customary

powers, responsibilities and authorities of a chairman of the board of

corporations of the size, type and nature of Holdings and the Company,

respectively, as such powers, responsibilities and authorities have existed and

continue to exist on the date hereof at Holdings and the Company. Executive's

principal office shall be at the principal executive offices of Holdings and the

Company in New York, New York, as well as Omaha, Nebraska, and Executive shall

commute between such offices of Holdings and the Company as he reasonably

determines.


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          1.2  Holdings and the Company shall, throughout the term hereof, cause

the election of Executive as Chairman of the Board of Directors of Holdings (the

"Holdings Board") and the Board of Directors of the Company (the "Board") (and

sometimes, collectively, the "Boards").

          1.3  Subject to the terms.and conditions set forth herein, Executive

agrees to continue to serve in the executive positions of Chairman of the Boards

of Holdings and the Company and shall devote his working time and efforts, to

the best of his ability, experience and talent, to the performance of the

services, duties and responsibilities in connection therewith including, without

limitation, consideration of strategic issues relating to Holdings and the

Company and consultation with and advice to the Chief Executive Officer of

Holdings and the Company with respect to such issues. Nothing in this Agreement

shall preclude Executive from engaging, consistent with his duties and

responsibilities hereunder, in charitable and community affairs, from managing

his personal investments, from continuing to serve on the boards of directors

listed on Exhibit A or from serving (subject to approval of the Holdings Board)

as a member of boards of directors of other companies. 

          2.   Term of Employment.
               -------------------
          Executive's employment with Holdings and the Company commenced on May

31, 1993, (the "Commencement Date") and, unless terminated or extended in

accordance herewith or


                                       3

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as otherwise provided herein, shall continue through December 5, 1998 (the

"Expiration Date").

     3.   Compensation.
          ------------

          3.1  Salary.  Except as set forth below, while Executive is employed
               ------
by Holdings and the Company the Company shall pay Executive a base salary

("Base Salary"). Effective January 1, 1996, the annual rate of Base Salary shall

be FIVE HUNDRED THOUSAND DOLLARS ($500,000) per annum. Base Salary shall be

payable in accordance with the ordinary payroll practices of the Company. Except

as may otherwise be agreed in writing by the parties, Executive's rate of Base

Salary shall be increased on January 1 of each of 1997 and 1998 to the greater

of an amount equal to $500,000 plus 6% per year, compounded annually, from

January 1, 1996, or the amount specified by the Holdings Board. Notwithstanding

the foregoing, for the fiscal year ending December 31, 1995, the Executive's

Base Salary is payable at the annual rate of $600,000 per annum.

          3.2  Annual Bonus. (a) Except as set forth in Section 3.2(c), in
               ------------

addition to his Base Salary, Executive shall be entitled while employed by

Holdings and the Company to be granted an annual incentive bonus (any annual

bonus paid or accrued hereunder, a "Bonus") in respect of each fiscal year of

the Company ("Fiscal Year") as determined by the Holdings Board in its sole

discretion. As provided in the Company' s Annual Incentive Award Plan ("AIAP")

and subject to Section 6(e) of the AIAP, with respect to the


                                       4



<PAGE>



Fiscal Year in which Executive's "Retirement Date" (as provided in Section 5

herein) occurs if Executive shall be a Participant in the AIAP with respect to

such Fiscal Year, Executive shall receive a Bonus scored at target and prorated

for the number of months Executive was actively employed by Holdings and the

Company during such Fiscal Year.

          (b) The Bonus for each Fiscal Year shall be paid in cash when bonuses

are paid generally to other senior executives of the Company for such Fiscal

Year, but no later than May 1 of the next Fiscal Year. However, payment shall be

deferred if, no later than March 1 of the Fiscal Year to which such Bonus

relates, Executive shall deliver notice to the Company of his intent to defer

payment of the Bonus for such Fiscal Year to a later date, on terms mutually

agreeable to Executive and Company.

          (c) For the Fiscal Year ending December 31, 1995, Sections 3.2(a) and

(b) shall have no force or effect and the right of Executive to any bonus

payments hereunder shall be governed by this Section 3.2(c). In addition to Base

Salary, for the. fiscal year ending December 31, 1995 Executive has been granted

Performance Units under the Company's 1990 Long Term Incentive Plan ("LTIP")

pursuant to the Performance Unit Agreement dated February 15, 1995, between the

Company and Executive, the form of which is attached hereto as Exhibit D (the

"Performance Unit Agreement").  The value of such Performance Units shall be


                                       5
<PAGE>



determined by Cash Net Income for 1995, as specified in the Performance Unit

Agreement and attachments thereto; provided that following a Change of Control,

the Committee (as defined in the LTIP) shall not exercise its discretion under

Sections 2 and 3 of the Performance Unit Agreement or otherwise to reduce the

Payment Value per unit below the Initial Grant Value (all as defined in the

Performance Unit Agreement). For purposes of this Section 3.2(c), "Cash Net

Income" means Cash Net Income from continuing operations, determined without

regard to the effect of any unanticipated major financial or corporate event or

any change in accounting standards that may be required or permitted by the

Financial Accounting Standards Board. Such Performance Units shall be in lieu of

any award under the AIAP for the Fiscal Year ending December 31, 1995. Nothing

in this Section 3.2(c) shall affect the provisions of Sections 3.2(a) or (b)

hereof for any Fiscal Year other than the Fiscal Year ending December 31, 1995.

          3.3  Compensation Plans and Proprams.  Executive shall participate 
               -------------------------------
while employed by Holdings and the Company in any compensation plan or program,

whether annual or long term, maintained by Holdings or the Company on terms

comparable to those applicable to other senior management of Holdings or the

Company.

          3.4  Special Bonus Payments.  Upon a Change of Control, the Company
               ----------------------

shall pay to Executive a special cash bonus payment equal to the sum of (a)

Executive's AIAP


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Vested Amount as of such Change of Control, Executive's PS Vested Amount as of

such Change of Control, and Executive's PU Vested Amount as of such Change of

Control (all as defined in Exhibit E); (b) any additional premium amounts

required under Exhibit F hereto; and (c) any additional funding amounts required

to fully fund the SERP Benefit (as defined in Section 5) accrued to the date of

such Change of Control under Section 5 hereof. Notwithstanding the foregoing, in

the event that following a Change of Control any performance period relating to

any award under the AIAP or of Performance Units or Performance Shares under the

LTIP (as such terms are defined therein) within which such Change of Control

occurred is completed prior to Executive's termination of employment with

Holdings and the Company, upon such completion Executive shall be entitled to

payment in respect of each such award of an amount, if any, equal to the excess

of the value of such award based on actual performance for such performance

period over the AIAP Vested Amount, PU Vested Amount or PS Vested Amount, as the

case may be, previously paid to Executive upon such Change of Control in respect

of such AIAP award, Performance Units or Performance Shares.

         4.    Employee Benefits.
               -----------------

          4.1  Employee Benefit Plans and programs.  The Company and Holdings
               ------------------------------------

shall provide Executive until Executive's termination of employment with

Holdings and the Company coverage under all employee benefit programs, plans
                                                                

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<PAGE>



and practices (commensurate with the positions of Chairman of the Boards of

Holdings and the Company and to the extent possible under any employee benefit

plan), in accordance with the terms thereof, which Holdings and the Company make

available to their senior executive officers, including, but not limited to (a)

retirement, pension and profit sharing (other than the SERP, as defined in

Section 5) and (b) medical, dental, hospitalization, short and long term

disability, accidental death and dismemberment and travel accident coverage. It

is understood that the provisions of Section 4.1(c) of the Initial Agreement

relating to life insurance have been amended and restated by the letter

agreement dated June 20, 1995, attached as Exhibit C hereto, which letter

agreement is incorporated herein by this reference.

          4.2  Vacation and Fringe Benefits.  Executive shall be entitled to the
               ----------------------------

number of vacation days customarily accorded senior executives of the Company.

In addition, Executive shall be entitled to the perquisites and fringe benefits

accorded from time to time to senior executives of the Company as well as the

other perquisites and benefits currently accorded Executive by Holdings and the

Company, including but not limited to, a car and driver, use of a Company

aircraft for commuting between Executive's residences and the various offices of

Holdings and the Company and use of a Company or Holdings provided apartment in

New York, New York. Such apartment and its furnishings
                                                                


                                       8

<PAGE>



shall be subject to the reasonable approval of Executive. Holdings or the

Company shall pay to Executive an additional amount such that after payment by

Executive of all applicable Federal, State and local taxes (computed at the

maximum marginal rates) Executive retains a sufficient amount to pay all such

taxes incurred by Executive as a result of the provision of a car and driver and

the use of a Company aircraft and of a Company or Holdings-provided apartment as

provided herein.

          4.3  Directors and Officers Liability.  The Company and Holdings shall
               --------------------------------

indemnify Executive and provide Executive with Directors and Officers Liability

coverage and shall maintain the indemnification and directors' and officers'

liability insurance coverage, at levels of coverage and protection no less

favorable than was provided by the Company or Holdings as of May 1, 1993, for

any director or officer of Holdings or the Company. The Directors and Officers

coverage and indemnification provided herein shall continue, as to Executive,

throughout the period of any applicable statute of limitations or through the

continuation of any period during which any applicable statute of limitations

may be tolled.

          5.  Supplemental Pension.  The obligations under Section 5 of the
              --------------------

Initial Agreement to provide to Executive a pension benefit (the "SERP Benefit")

in lieu of the pension benefit to which Executive would otherwise be entitled

under the Company's Supplemental Executive Retirement Plan


                                       9
<PAGE>



("SERP") has been funded for the estimated SERP Benefit accrued through the

Expiration Date of this Agreement by the purchase of annuities held in the

Excess Benefit Master Trust Agreement by and between RJR Nabisco, Inc. and

Wachovia Bank and Trust Company, N.A., dated February 5, 1988, as amended

through January 27, 1989, (the "1988 Secular Trust"). Such annuities are to be

delivered to Executive upon his Retirement Date. Executive's "Retirement Date"

for purposes of delivery of the foregoing annuities under this Section 5 shall

be the date of his termination of employment with the Company for any reason. It

is understood that extensions in the Expiration Date of this Agreement, in the

interest rate assumptions, in tax rates, in Executive's tax status as determined

by state or local taxing authorities, and in other actuarial factors or

considerations as of Executive's Retirement Date may affect the adequacy of such

funding of the SERP Benefit. Periodically, upon any extensions in the Expiration

Date, and in all events immediately prior to or promptly following the

Retirement Date, an actuarial calculation shall be performed to determine if any

additional funding through the purchase of an annuity on a tax grossed up-basis

(as described in the SERP acknowledgment executed by Executive and attached

hereto as Exhibit F (the "Acknowledgment")) is required as of the Retirement

Date to deliver the full benefit to which Executive is entitled pursuant to

Section 5 of the Initial Agreement, Exhibit B thereto and hereto and the


                                       10

<PAGE>



Acknowledgment, all of which are incorporated herein by this reference, as such

benefit may be increased pursuant to Section 6.1(a)(v) if applicable. If such

additional funding is required, the Company shall promptly (i) purchase such

additional annuities and (ii) pay to Executive an additional amount such that

after payment by Executive of all applicable Federal, State and local taxes

(computed at the maximum marginal rates) Executive retains a sufficient amount

to pay all such taxes incurred by Executive as a result of the purchase of such

additional annuities. Nothing herein shall adversely affect the validity of the

Acknowledgment.

     6.   Termination of Employment.
          -------------------------

          6.1  Termination Not For Cause or For Good Reason. (a) The Company and
               --------------------------------------------
Holdings may terminate Executive's employment at any time for any reason, and

Executive may terminate his employment at any time for any reason. If

Executive's employment is terminated by the Company or Holdings other than for

Cause (as hereinafter defined) prior to the Expiration Date or if Executive

terminates his employment for Good Reason (as hereinafter defined) prior to the

Expiration Date, the Company shall pay to Executive (x) if such termination is

prior to, or more than twenty-four months after a Change of Control,

compensation until the Expiration Date (or, if earlier, until his date of

death), payable monthly at a monthly rate equal to the amounts set forth in

clauses (i) and (ii) below, or (y) if such


                                       11


<PAGE>



termination occurs during the twenty-four month period following a Change of

Control and prior to the Expiration Date, then upon such termination a lump sum

payment, discounted to its present value, based on a notional payment period

equal to the number of months, including partial months, in the period beginning

on the date of such termination of employment and ending on the Expiration Date

(the "Balance of the Term"), assuming equal monthly payments and a discount rate

equal to the product of (I) the Treasury bond yield for instruments having a

term approximately equal to the Balance of the Term as published in the New York

Times on the first of the month in which the termination occurs and (II) 100%

minus the aggregate applicable Federal, state and local taxes then imposed on

Executive's employment income computed at the maximum applicable marginal rates,

in cash in an amount equal to the sum of the amounts set forth in clauses (i)

and (ii) below times the number of whole and partial months in the Balance of

the Term:

          (i)      Executive's Base Salary at its then current monthly rate (or
                   following a Change of Control, if higher, the rate in effect
                   immediately prior to such Change of Control); and

         (ii)      the product of (x) the highest annual Bonus paid or accrued
                   by the Company to or for Executive since the commencement of
                   his employment on May 27, 1993 times (y) a fraction (A) the
                   numerator of which is one (1) and (B) the denominator of
                   which is twelve (12).

         In addition, Executive shall be entitled to receive:

        (iii)       Executive's full Base Salary through the date of termination
                    at the rate in effect at the time notice of termination is
                    given, AIAP Vested Amount



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<PAGE>



           as of the date of termination, and, except as set forth below, all
           other amounts to which Executive is entitled under any compensation 
           or benefit plan of the Company including, but not limited to, the 
           AIAP and LTIP, and all unpaid amounts, as of the date of such
           termination, in respect of any bonus, including any Bonus for any 
           Fiscal Year ending before such termination which would have been 
           payable had the Executive remained in employment until the date such
           bonus would otherwise have been paid and including any bonus under
           Section 3.4, at the times such payments are due under the terms of 
           such plans or, in the event such termination occurs during the 
           twenty-four month period following a Change of Control, upon such
           termination;

  (iv)     any payment deferred by Executive, together with any applicable 
           interest or other accruals thereon;

   (v)     the benefits under Section 5 hereof shall be paid out in accordance
           with their terms; provided, however, that Executive shall,for 
                            -------- ------- 
           employed purposes of Section 5, be deemed to have remained employed
           by the Company and Holdings for the lesser of (i) the period equal
           to the Balance of the Term or (ii) the period between his date of
           termination and his date of death, at the compensation level in 
           effect on the date of termination or if such termination occurs 
           during the twenty-four month period following a Change of Control, 
           at the compensation level in effect immediately prior to such Change
           of Control if higher;
         
  (vi)     continued coverage under Holdings' and the Company's employee benefit
           programs, plans and practices described in Section 4.1 and 4.2 hereof
           (other than the use of a Company or Holdings- provided apartment or
           Company aircraft) for a period equal to the Balance of the Term, or
           Holdings or the Company will provide for equivalent coverage (on an
           after-tax basis), subject to any applicable coordination of benefits
           rules; provided that (A) in the case of any plan meeting the
           requirements of Section 401(a) of the Internal Revenue Code of 1986,
           as amended (the "Code"), in the event of a termination of employment
           prior to or more than twenty-four months following a Change of
           Control, such coverage shall be provided only to the extent 
           consistent with such requirements and (B) in the event of such 
           termination during the twenty-four month period following a Change 
           of Control, such


                                       13

<PAGE>



          coverage shall not be less favorable in the aggregate than that in
          effect immediately prior to such Change of Control;

 (vii)    such payments under applicable plans or programs, including but not
          limited to those described in Section 3.3 and 4.3 and payment for
          accrued vacation, as may be determined pursuant to the terms of such
          plans or programs and this Agreement;

(viii)    the immediate right to exercise all Options granted pursuant to
          Section 7.1 and the immediate lapse of transfer restrictions on the
          Purchased Stock as described in Section 7.2;

  (ix)    if Executive's termination occurs prior to March 1, 1996 and prior to
          a Change of Control, any applicable additional benefits and
          protections provided under the Headquarters Program;

   (x)    if Executive's termination occurs during the twenty-four month period
          following a Change of Control, all cash payments to be made hereunder
          upon a termination of employment shall be made not later than 15
          business days following the date of termination, and in addition
          Executive shall receive, to the extent not already provided herein:

               (A)  a lump sum cash payment equal to the sum of Executive's AIAP
          Vested Amount, PS Vested Amount and PU Vested Amount (each as defined
          in Exhibit (E)) all as of the date of termination;

               (B)  a lump sum cash payment equal to the value of the annual 
          credit under the RJR Nabisco. Inc. Flexible Perquisites Program (the
          "Perquisites Program") to which Executive was entitled immediately
          prior to such termination or, if higher, to which Executive was
          entitled immediately prior to the Change of Control, in each case
          multiplied by a fraction, the numerator of which is the number of 
          whole and partial months in the Balance of the Term and the 
          denominator of which is twelve reducedby such credits as would 
          otherwise be applied to the continued benefits under Section 6.1(a) 
          (vi) above;

               (C)  use of the automobile assigned to Executive immediately 
          prior to the Change of Control for a period equal to the Balance of
          the Term and, at the end of such period, the transfer
                                                                

                                       14


<PAGE>



          of ownership of such automobile to Executive plus such amount in cash
          that after payment of all applicable Federal, state and local taxes
          thereon, computed at the maximum marginal rates, is equal to all such
          taxes, so computed, imposed in connection with such transfer;

               (D)  in addition to and upon the expiration of the benefits 
          provided pursuant to Section 6.1(a) (vi) above, MedChoice Retiree
          Medical benefits as in effect at the time of such expiration for other
          retirees and as amended from time to time thereafter at the minimum
          level of Company subsidy or, if greater, the subsidy level based on
          all years of service (actual and imputed) credited for purposes of the
          SERP Benefit; and

               (E)  if the Company fails to provide any of the benefits under
          Section 6.1(a) (vi) or Section 6.1(a)(x) (D) above, reimbursement for
          the actual cost of Executive's obtaining comparable benefits within 15
          business days after the date Executive gives the Company written
          notice that he incurred such costs plus such additional amount that
          after payment of all applicable Federal, state and local taxes
          thereon, computed at the maximum applicable marginal rates, is equal
          to all such taxes, so computed, imposed with respect to such
          reimbursement.

          (b) For purposes of this Agreement, "Good Reason" shall mean any of
          the following (without Executive's express prior written consent):

          (i)       (A) The assignment to Executive of duties materially 
                    inconsistent with Executive's position (including duties,
                    responsibilities, status, titles or offices as set forth in
                    Section 1 hereof); (B) any elimination or reduction of
                    Executive's duties or responsibilities; or (C) any removal
                    of Executive from or any failure to elect or reelect
                    Executive to the positions of Chairman of Holdings and the
                    Company (including the failure to elect Executive to the
                    positions of Chairman of the ultimate controlling entity in
                    connection with any merger, acquisition or other
                    extraordinary corporate transaction that includes Holdings
                    or the Company), except in connection with the termination
                    of Executive's employment for Cause, Permanent Disability
                    (as hereinafter defined) or as a result of Executive's death
                    or by Executive


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<PAGE>



                    other than for Good Reason or except as a result of a change
                    in the By-laws of Holdings or the Company which change is 
                    not approved by the Holdings Board provided Executive is
                    promptly restored to such position or positions;

          (ii)      A reduction in Executive's Base Salary from the level
                    required hereunder at the time in question, as the same may
                    be or may be required to be increased from time to time
                    during the term or pursuant to the terms of this Agreement,
                    or the failure to provide Executive with an annual incentive
                    bonus opportunity pursuant to Section 3.2;

         (iii)      The failure by the Company or Holdings to obtain the
                    specific assumption of this Agreement by any successor or
                    assign of Holdings or the Company or any person acquiring
                    substantially all of the Company's or Holdings' assets;

          (iv)      Any material breach by the Company or Holdings of any
                    provision of this Agreement or any agreements entered into
                    pursuant thereto;

           (v)      Requiring Executive to be based at any office or location
                    other than those described in Section 1 above, except for
                    travel reasonably required in the performance of the
                    Executive's responsibilities; or

          (vi)      During the twenty-four month period following a Change of
                    Control, (A) the failure to continue in effect any
                    compensation plan in which Executive participates at the
                    time of the Change of Control, including but not limited to
                    the LTIP, the AIAP, the Perquisites Program, or any
                    substitute plans adopted prior to the Change of Control,
                    unless an equitable arrangement (embodied in an ongoing
                    substitute or alternative plan providing Executive with
                    substantially similar benefits) has been made with respect
                    to such plan in connection with the Change of Control, or
                    the failure to continue Executive's participation therein on
                    substantially the same basis, both in terms of the amount of
                    benefits provided and the level of his participation
                    relative to other participants, as existed at the time of
                    the Change of Control; or (B) the failure to continue to
                    provide Executive with benefits at least as favorable in the
                    aggregate as those enjoyedby him under any of the Company's
                    pension, life insurance, medical, health and accident,
                    disability, deferred compensation or


                                       16
<PAGE>


                    savings plans in which he was participating at the time of 
                    the Change of Control, the taking of any action which would
                    directly or indirectly materially reduce any of such
                    benefits or deprive Executive of any material fringe benefit
                    enjoyed by him at the time of the Change of Control, or the
                    failure to provide him with the number of paid vacation days
                    to which he was entitled on the basis of the Company's
                    practice with respect to him as in effect at the time of the
                    Change of Control.

                    (c) (i)  Anything in this Agreement to the contrary

               notwithstanding, in the event that it is determined that any

               payment or distribution by Holdings or the Company to or for the

               benefit of Executive, whether paid or payable or distributed or

               distributable pursuant to the terms of this Agreement or

               otherwise, other than any payment pursuant to this Section

               6.1(c), (a "Payment"), would be subject to the excise tax imposed

               by Section 4999 of the Code or any interest or penalties with

               respect to such excise tax (such excise tax, together with any

               such interest and penalties, are hereinafter collectively

               referred to as the "Excise Tax"), then Executive shall be

               entitled to receive from Holdings or the Company, within 15 days

               following the determination described in Section 6.1(c)(ii)

               below, an additional payment ("Excise Tax Adjustment Payment") in

               an amount such that after payment by Executive of all applicable

               Federal, state and local taxes (computed at the maximum marginal

               rates and including any interest or penalties imposed with

               respect to such taxes),

                                                                
                                       17



<PAGE>



               including any Excise Tax, imposed upon the Excise Tax Adjustment

               Payment, Executive retains an amount of the Excise Tax Adjustment

               Payment equal to the Excise Tax imposed upon the Payments.

                    (ii) All determinations required to be made under this

               Section 6.1(c), including whether an Excise Tax Adjustment

               Payment is required and the amount of such Excise Tax Adjustment

               Payment, shall be made by Ernst & Young, Winston-Salem, North

               Carolina, or such other national accounting firm as the Company

               or Holdings may designate prior to a Change of Control, which

               shall provide detailed supporting calculations to the Company and

               the Executive within 15 business days of the date of termination

               of Executive's employment. Except as hereinafter provided, any

               determination by Ernst & Young, Winston-Salem, North Carolina, or

               such other national accounting firm as the Company or Holdings

               may designate prior to a Change of Control, shall be binding upon

               the Company and the Executive. As a result of the uncertainty in

               the application of Section 4999 of the Code at the time of the

               initial determination hereunder, it is possible that (x) certain

               Excise Tax Adjustment Payments will not have been made by the

               Company which should have been made (an "Underpayment"), or (y)

               certain Excise Tax Adjustment Payments will have been made which

               should not have been made (an "Overpayment"), consistent with


                                       18
<PAGE>



               the calculations required to be made hereunder. In the event of

               an Underpayment, such Underpayment shall be promptly paid by

               Holdings or the Company to or for the benefit of the Executive.

               In the event that the Executive discovers that an Overpayment

               shall have occurred, the amount thereof shall be promptly repaid

               to Holdings or the Company.

                    (d) Except as provided in this Agreement, if Executive is a

               participant in the LTIP or any other stock award plan of the

               Company, Holdings, or any of their affiliates and has outstanding

               awards thereunder, the treatment of such awards shall be governed

               by the terms of such applicable plans and awards.

                    6.2  Permanent Disability.  If prior to the Expiration Date
                         --------------------
          the Executive becomes totally and permanently disabled (as defined in

          the Company's Long-Term Disability Plan applicable to senior executive

          officers ("LTD Plan") as in effect on May 27, 1993 ("Permanent

          Disability")) Holdings or the Company or Executive may terminate his

          employment on written notice thereof and

                    (a)  Executive shall continue to receive until the
                         Expiration Date (or, if earlier, the end of his
                         Permanent Disability or his death) amounts equal to no
                         less than 50% of Executive's then annual Base Salary
                         (or, if higher, 50% of $500,000 plus 6% per year,
                         compounded annually, from January 1, 1996, to the
                         January 1 immediately preceding such termination);
                         provided, however, that any such payments shall be
                         reduced but not below zero, by any benefits payable
                         during such period to Executive under the LTD Plan;

                                                          
                                       19

<PAGE>



                    (b)  the benefits under Section 5 hereof shall be paid out
                         in accordance with their terms;

                    (c)  all unpaid amounts, as of the date of such termination,
                         in respect of any bonus, including any bonus for any
                         Fiscal Year ending before such termination which would
                         have been payable had Executive remained in employment
                         until the date such bonus would otherwise have been
                         paid and including any bonus under Section 3.4, shall
                         be paid;

                    (d)  any payment deferred by Executive, together with any
                         applicable interest or other accruals thereon shall be
                         paid;

                    (e)  Executive shall continue to be covered under Holdings'
                         and the Company's employee benefit programs, plans and
                         practices described in Section 4.1 (in the case of any
                         plan meeting the requirements of Section 401(a) of the
                         Code, only to the extent consistent with such
                         requirements) hereof until the Expiration Date (or, if
                         earlier, the end of his Permanent Disability or his
                         death) or Holdings or the Company will provide for
                         equivalent coverage on an after-tax basis; provided
                         that if Executive is provided with similar coverage by
                         a successor employer, any such coverage by Holdings or
                         the Company shall cease;

                    (f)  Executive shall have such rights to payments under
                         applicable plans or programs, including but not limited
                         to those described in Sections 3.3 and 4.3, as may be
                         determined pursuant to the terms of such plans or
                         programs and this Agreement; and

                    (g)  all Options granted pursuant to Section 7.1 shall
                         become immediately exercisable, and the transfer
                         restrictions on the Purchased Stock as described in
                         Section 7.2 shall thereupon lapse.

                    6.3 Death.  In the event of Executive's death prior to the
                        -----

          Expiration Date, (i) the Executive's estate or designated

          beneficiaries shall receive payment of Executive's then annual Base

          Salary (or, if higher, 50% of


                                       20


<PAGE>



          $500,000 plus 6% per year, compounded annually, from January 1, 1993,

          to the January 1 immediately preceding such termination) for a period

          of three months after the date of death; (ii) Executive's estate or

          designated beneficiary shall receive a bonus equal to the highest

          annual bonus paid or accrued to or for Executive since the

          commencement of his employment on May 27, 1993, or if higher the bonus

          opportunity for the Fiscal Year in which such termination occurs

          (computed in the same manner as under Section 6.1(a)(ii) hereof)

          multiplied by a fraction, the numerator of which is the number of days

          during which Executive was employed by the company in the Fiscal Year

          in which death occurred, and the denominator of which is 365; (iii)

          all unpaid amounts, as of the date of such termination, in respect of

          any bonus, including any Bonus for any Fiscal Year ending before such

          termination which would have been payable had Executive remained in

          employment until the date such bonus would otherwise have been paid

          and including any bonus under Section 3.4, shall be paid; (iv) any

          payment deferred by Executive, together with any applicable interest

          or other accruals thereon shall be paid; (v) the benefits under

          Section 5 hereof shall be paid out in accordance with the terms of

          that Section; (vi) any death benefits provided under the employee

          benefit programs, plans and practices described in Section 4.1 hereof

          shall be payable in accordance with their terms; (vii) Executive's

          estate or designated beneficiary shall have such other rights to


                                       21

<PAGE>



          payments under applicable plans or programs, including but not limited

          to those described in Sections 3.2(c) (for 1995 or thereafter, as may

          be agreed), 3.3, 4.1, 4.2 and 4.3, as may be determined pursuant to

          the terms of such plans or programs and this Agreement; and (viii) all

          Options granted pursuant to Section 7.1 shall become immediately

          exercisable, and the transfer restrictions on the Purchased Shares as

          described in Section 7.2 shall thereupon lapse.

                    6.4  Voluntary Resignation; Discharqe for Cause. If 
                         ------------------------------------------

          Executive resigns voluntarily, other than for Good Reason or Permanent

          Disability, or the Company and Holdings terminate the employment of

          Executive at any time for Cause, the transfer restrictions on the

          Purchased Shares as described in Section 7.2 shall thereupon lapse and

          the Company's and Holdings' obligations under this Agreement to make

          any further payments to Executive shall thereupon cease and terminate

          except with respect to obligations pursuant to Section 5 hereof, the

          terms of any applicable plans, including those described in Sections

          3.2(c) (for 1995, and thereafter as may be agreed), 3.3, 4.1, 4.2 and

          4.3 hereof and all unpaid amounts, as of the date of such termination,

          in respect of any bonus, including any Bonus for any Fiscal Year

          ending prior to such termination which would have been payable had

          Executive remained in employment until the date such bonus would

          otherwise have been paid and including any bonus under Section 3.4,

          and any payment deferred by Executive, together with any applicable

          interest or other
                                                                

                                       22

<PAGE>



          accruals thereon. The term "Cause" shall be limited to (a) action by

          Executive involving willful malfeasance in connection with his

          employment having a material adverse effect on Holdings or the

          Company, (b) any action by Executive involving willful gross

          misconduct having a material adverse effect on Holdings or the Company

          (other than an effect that could not reasonably constitute grounds for

          dismissal under the circumstances), (c) violation by the Executive of

          the restrictions placed upon transfer of Shares (as defined

          hereinafter) by Section 7.2 hereof, (d) substantial and continuing

          willful refusal by Executive in breach of this Agreement to perform

          his duties hereunder, which refusal has a material adverse effect on

          Holdings or the Company or (e) Executive being convicted of (i) a

          felony under the laws of the United States or any state or (ii) a

          felony under the laws of any other country or political subdivision

          thereof involving moral turpitude; provided that no action or refusal

          to perform shall be deemed willful if done in the reasonable belief

          that such action or refusal was in the best interests of the Company

          or Holdings. Termination of Executive pursuant to Section 6.4 shall be

          communicated by a Notice of Termination given within one year

          after.the Holdings Board both (i) had knowledge of conduct or an event

          allegedly constituting Cause and (ii) had reason to believe that such

          conduct or event could be grounds for Cause. For purposes of this

          Agreement a "Notice of Termination" shall mean delivery to Executive

          of a copy of a resolution duly


                                       23
<PAGE>



          adopted by the affirmative vote of not less than three-quarters of the

          entire membership of Holdings Board at a meeting of the Holdings Board

          called and held for the purposes (after reasonable notice to the

          Executive ("Preliminary Notice") and reasonable opportunity for

          Executive, together with the Executive's counsel, to be heard before

          the Holdings Board prior to such vote), finding that in the good faith

          opinion of the Holdings Board, Executive was guilty of conduct set

          forth in the second sentence of this Section 6.4 and specifying the

          particulars thereof in detail. Upon the receipt of the Preliminary

          Notice, Executive shall have 14 days in which to appear with counsel

          or take such other action as he desires on his behalf, and such 14-day

          period is hereby agreed to by the parties as a reasonable opportunity

          for Executive to be heard. The Holdings Board shall no later than 30

          days after the receipt of the Preliminary Notice by Executive

          communicate its findings to Executive. A failure by the Holdings Board

          to make its findings of Cause or to communicate its conclusions within

          such 30-day period shall be deemed to be a finding that Executive was

          not guilty of the conduct described in the second sentence of this

          Section 6.4. Where the Holdings Board has made such findings that,

          based upon conduct described in clause (a), (b), (c) or (d) above,

          Cause exists the Executive shall have 30 days in which to cure such

          conduct, to the extent such cure is possible.  Any termination of

          Executive's employment (other


                                       24
<PAGE>



          than by death or Permanent Disability) within 30 days after the date

          that the Preliminary Notice has been given to Executive shall be

          deemed to be a termination for Cause; provided, however, that if

          during such period Executive voluntarily terminates other than for

          Good Reason or the Company terminates Executive other than for Cause,

          and either (A) Executive cured his conduct, as permitted in the

          preceding sentence of this Section 6.4, or (B) Executive is found (or

          is deemed to be found) not guilty of the conduct described in the

          second sentence of this Section 6.4, such termination shall not be

          deemed to be for Cause.


     7.   Stock and Option Arrangements.
          -----------------------------

                    7.1  Options.  Subject to the terms and conditions 
                         -------

          hereinafter set forth, in consideration of Executive's entering into
          
          this Agreement, Holdings has caused the actions described in

          paragraphs (a), (b) and (c) below to be authorized and taken and shall

          cause the actions described in paragraph (d) below to be taken:


                    (a)  the granting to Executive on the Commencement Date of
                         an option or options (the "Initial Options") to
                         purchase an aggregate of 8,000,000 shares of Common
                         Stock, par value $.01 per share, of Holdings (the
                         "Common Stock") (subsequently adjusted as described in
                         paragraph (c) below) at an exercise price equal to the
                         lower of the closing price, as reported on the New York
                         Stock Exchange (the "NYSE"), on the day immediately
                         prior to the signing of the Initial Agreement or on
                         Friday, May 21, 1993; provided that the exercise price
                         of the Initial Options was not permitted to be less
                         than 50% of the Fair Market Value (as defined in the
                         LTIP) of the Common Stock on the date such Initial
                         Options were granted. The Initial Options shall be
                         vested and exercisable in four equal annual
                         installments on

                                                              
                                       25

<PAGE>



                         May  31, 1994, May 31, 1995, May 31, 1996 and May 31, 
                         1997;

                    (b)  the granting to Executive on each of December 31, 1993
                         and December 31, 1994 of options (the "1993 and 1994
                         Options") to purchase an aggregate on each such date of
                         750,000 shares of Common Stock (subsequently adjusted
                         as described in paragraph (c) below) at an exercise
                         price equal to the Fair Market Value (as defined in the
                         Stock Option Plan for Directors and Key Employees of
                         RJR Nabisco Holdings Corp. and Subsidiaries, as amended
                         (the "Stock Option Plan")) of such shares as of the
                         business day immediately preceding the date of grant;

                    (c)  the cancellation on January 19, 1995 of one-half of
                         the Initial Options and one-half of the 1993 and 1994
                         Options in exchange for an equivalent number of options
                         to purchase shares of Nabisco Holdings Corp.
                         ("Nabisco") Class A common stock (the "Nabisco
                         Options"), which Nabisco Options are fully vested and
                         have a 15 year term from the date of grant and the
                         adjustment of the Initial Options and the 1993 and 1994
                         Options to reflect the 1 for 5 reverse stock split as
                         of April 13, 1995, and to make certain other changes in
                         the terms of such Options as of April 13, 1995, and
                         October 11, 1995; and

                    (d)  the granting to Executive on each of December 31, 1995
                         and December 31, 1996 on which Executive remains
                         employed by the Company of an Option or Options (the
                         "Additional Options" and, together with the Initial
                         Options, the 1993 and 1994 Options and the Nabisco
                         Options, the "Options") to purchase an aggregate on
                         each such date of 150,000 shares of Common Stock at an
                         exercise price equal to the Fair Market Value (as
                         defined in the Stock Option Plan) of such shares as of
                         the business day immediately preceding the date of
                         grant, pursuant to the terms of the Stock Option Plan
                         and non-qualified stock option agreements containing
                         terms and conditions substantially similar to those
                         applicable to the Initial Options as the same have been
                         amended as described above, and having the vesting
                         provisions set forth in paragraph (e) below; provided
                         that the exercise price of the Additional Options shall
                         not be less than 50% of such Fair Market Value of the
                         Common Stock on the date each such Additional Option is
                         granted; and provided further that the number and type
                         of securities represented by such Additional Options


                                       26

<PAGE>



                         will be subject to adjustment as if Section 1.4 of the
                         Option Agreement had been applicable thereto.

                    (e)  The 1993 and 1994 Options and each respective grant of
                         the Additional Options shall be vested and exercisable
                         as follows:


================================================================================
                                                          Percentage of Total
                                                          Shares as to Which
                       Date Option Becomes                Option is Vested And
  Grant Date           Vested and Exercisable             Excercisable
  ----------           ----------------------             --------------------
  December 31, 1993        May 31, 1994                            25%
  ----------------------------------------------------------------------------
                           May 31, 1995                            50%
  ----------------------------------------------------------------------------
                           May 31, 1996                            75%
  ----------------------------------------------------------------------------
                           May 31, 1997                           100%
  ----------------------------------------------------------------------------
  December 31, 1994        May 31, 1995                            33 1/3
  ----------------------------------------------------------------------------
                           May 31, 1996                            66 2/3
  ----------------------------------------------------------------------------
                           May 31, 1997                           100%
  ----------------------------------------------------------------------------
  December 31, 1995        May 31, 1996                            50%
  ----------------------------------------------------------------------------
                           May 31, 1997                           100%
  ----------------------------------------------------------------------------
  December 31, 1996        May 31, 1997                           100%
================================================================================


                    (f)  As provided in the April 13, 1995, amendment to
                         Executive's outstanding stock option awards, upon
                         Executive's "Retirement Date" (as provided in Section 5
                         herein) all Options subject to said April 13, 1995,
                         amendment shall become 100% vested and exercisable. 

                         7.2  Purchased Stock and Transfer Restrictions.
                              -----------------------------------------

          (a)  In consideration for Holdings' and the Company's entering into

          this Agreement, subject to the terms and conditions hereinafter set

          forth, Executive purchased from Holdings 662,222 shares of Common

          Stock at a price of $5.625 per share, the closing price of such

          shares, as reported on the NYSE, on Friday, May 21, 1993, one-half of

          which shares were repurchased by Holdings in December, 1994, subject

          to the proceeds of such repurchase being applied by Executive


                                       27

<PAGE>


          to the acquisition of shares of Nabisco Class A Common Stock ("Nabisco

          Shares") in the initial Public Offering of such Nabisco Shares, (such

          purchased Common Stock of Holdings and such purchased Nabisco Shares,

          the "Purchased Stock"). All of the Purchased Stock is subject to the

          transfer restrictions set forth below. Executive agrees and

          acknowledges that he will not, directly or indirectly, offer,

          transfer, sell, assign, pledge, hypothecate or otherwise dispose of

          any of such shares of Purchased Stock (any such act being herein

          referred to as a "transfer") so long as Executive remains employed by

          Holdings or any of its subsidiaries, except for such transfers as may

          be permitted by the Holdings Board or the Board of Directors of

          Nabisco, as the case may be, and that any transfers made, whether

          permitted to be made during such period or made thereafter, will be

          made fully in compliance with applicable securities and other laws. No

          transfer of any such shares in violation hereof shall be made or

          recorded on the books of Holdings and any such transfer shall be void

          and of no effect.

          (b)  The certificate or certificates representing the Purchased Stock

          shall bear the following legend:

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
                  TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR
                  OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT,
                  PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE
                  PROVISIONS OF THE EMPLOYMENT AGREEMENT BETWEEN RJR NABISCO
                  HOLDINGS CORP. ("HOLDINGS") AND THE PERSON NAMED ON THE FACE
                  HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF
                  HOLDINGS)."

                                                          
                                       28


<PAGE>



Holdings agrees that, upon request after the termination of Executive's

employment by Holdings and all of its subsidiaries, it shall cause such

certificates representing shares of Common Stock and shall use its

reasonable best efforts to cause such certificates representing Nabisco

Shares to be exchanged for certificates that do not bear such legend.

    (c) Executive agrees and acknowledges that in connection with any

transfer of shares of Purchased Stock or shares of Common Stock or Nabisco

Shares issued upon exercise of any Options (collectively, the "Shares"),

whether during the term hereof or thereafter, he shall provide Holdings or

Nabisco, as the case may be, with such customary certificates, opinions and

other documents as Holdings or Nabisco may reasonably request to assure

that Executive has complied fully with applicable securities and other

laws, to the extent such compliance is within the control of Executive.

    (d) The provisions of this Section 7.2 shall apply, to the full extent

set forth herein with respect to the Purchased Stock or the Shares as the

case may be, and to any and all shares of capital stock of Holdings or

Nabisco or any capital stock, partnership units or any other securities or

evidence of indebtedness or assets (other than cash dividends) which may be

issued in respect of, in exchange for, upon conversion of or in

substitution of, the Purchased Stock or other Shares, by reason of any

stock



                                     29

<PAGE>



dividend, split, reverse split, combination, recapitalization, liquidation,

reclassification, merger, consolidation or otherwise.

    8. Expenses. The Executive is authorized to incur reasonable expense in
       ---------

carrying out his duties and responsibilities under this Agreement,

including expenses for travel and similar items related to such duties and

responsibilities. The Company shall reimburse Executive for all such

expenses upon presentation by Executive from time to time of an itemized

account of such expenditures.

    9. No Obligation to Mitigate Damages. The Executive shall not be
       ----------------------------------

required to mitigate damages or the amount of any payment provided for

under this Agreement by seeking other employment or otherwise nor will (a)

any payments under any Section hereof be subject to offset in respect of

any claims which the Company may have against Executive or (b) except as

otherwise provided in Section 6.1(a)(vi) or Section 6.2(e), the amount of

any payment or benefit provided for in Section 6 be reduced by any

compensation earned as a result of Executive's employment with another

employer.

    10. Notices. All notices or communications hereunder shall be in
        --------

writing, addressed as follows:

          To the Company or Holdings:

          Mr. Gerald I. Angowitz
          c/o RJR Nabisco Holdings Corp.
          1301 Avenue of the Americas
          New York, New York 10019
          Fax: 212-969-9012



                                     30

<PAGE>



          To the Executive:

          Mr. Charles M. Harper
          Suite 1500
          One Central Park Plaza
          Omaha, Nebraska 68102
          Fax: 402-595-7116

          With a copy to:

          Bruce C. Rohde, Esq.
          McGrath, North, Mullin & Katz, P.C.
          Suite 1400
          One Central Park Plaza
          Omaha, Nebraska 68102
          Fax: 402-633-1504

    Any such notice or communication shall be sent both via fax and

certified or registered mail, return receipt requested, postage prepaid,

addressed as above (or to such other address as such party may designate in

a notice duly delivered as described above), and the actual date of fax

shall determine the time at which notice was given.

    11. Separability; Leqal Fees; Arbitration. If any provision of this
        ---------------------------------------

Agreement shall be declared to be invalid or unenforceable, in whole or in

part, such invalidity or unenforceability shall not affect the remaining

provisions hereof which shall remain in full force and effect. In addition,

the Company shall reimburse Executive for reasonable legal fees incurred in

connection with entering into this Agreement and shall also pay to

Executive as incurred all legal and accounting fees and expenses incurred

by Executive in seeking to obtain or enforce any right or benefit provided

by this Agreement or any other



                                     31

<PAGE>



compensation-related plan, agreement or arrangement of the Company, unless

Executive's claim is found by an arbitral tribunal of competent

jurisdiction to have been frivolous. Any good faith controversy or claim

arising out of or relating to this Agreement or the breach of this

Agreement (other than Section 14 hereof) that cannot be resolved by

Executive and the Company, including any dispute as to the calculation of

Executive's benefits or any payments hereunder shall be submitted to

arbitration in Winston-Salem, North Carolina in accordance with Delaware

law and the procedures of the Judicial Arbitration and Mediation Services,

Inc. ("JAMS"). The determination of the JAMS arbitrator shall be conclusive

and binding on the Company and Executive and judgment may be entered on the

arbitrators award in any court having jurisdiction.

    12. Assignment. This contract shall be binding upon and inure to the
        -----------

benefit of the heirs and representatives of Executive and the assigns and

successors of Holdings and the Company, but neither this Agreement nor any

rights hereunder shall be assignable or otherwise subject to hypothecation

by Executive (except by will or by operation of the laws of intestate

succession) or by Holdings or the Company, except that Holdings or the

Company may assign this Agreement to any successor (whether by merger,

purchase or otherwise) to all or substantially all of the stock, assets or

businesses of Holdings or the Company.



                                     32

<PAGE>



     13. Amendment/Termination.
         ----------------------

    (a) The Agreement may only be amended at any time by mutual written

agreement of the parties hereto.

    (b) Company and Holdings represent and warrant they will make

appropriate adjustments and amendments to the number of shares of Purchased

Stock and the number of shares subject to, and the exercise price of,

Options (including, in the case of Options, in the event of a spinoff or

distribution of assets or stock of Holdings or an affiliated entity,

substituting or replacing the shares issuable upon the exercise of Options)

should extraordinary events or transactions occur involving the Company,

Holdings, or an affiliated corporation.

    14. Nondisclosure of Confidential Information; Non-Competition. 
        -----------------------------------------------------------

(a) Executive shall not, without the prior written consent of Holdings or the

Company, divulge, disclose or make accessible to any other person, firm,

partnership or corporation or other entity any Confidential Information

pertaining to the business of Holdings or the Company except (i) while

employed by Holdings or the Company in the business of and for the benefit

of Holdings or the Company or (ii) when required to do so by a court of

competent jurisdiction, by any governmental agency having supervisory

authority over the business of Holdings or the Company, or by any

administrative body or legislative body (including a committee thereof)

with purported or apparent jurisdiction to order Executive to divulge,

disclose or make



                                     33


<PAGE>



accessible such information. For purposes of this Section 14(a),

"Confidential Information" shall mean non-public information concerning

Holdings' or the Company's financial data, strategic business plans,

product development (or other proprietary product data), customer lists,

marketing plans and other proprietary information, except for specific

items which have become publicly available information or otherwise known

to the public other than through a breach by Executive of his fiduciary

duty or any confidentiality agreement, or information known to the

Executive prior to the date of this Agreement. Confidential Information

does not include information the disclosure of which cannot reasonably be

expected to adversely affect the business of Holdings or the Company.

    (b) During the period commencing on the date hereof and ending (i) in

the case of a termination described in Section 6.1 hereof, three years

after the date of termination and (ii) in case of a termination described

in Section 6.4 hereof, two years after the date of termination, Executive

covenants and agrees that he will not be an executive officer, board

member, owner, partner, consultant or employee of a food or tobacco company

with annual revenues over $1 billion, if such food or tobacco company is

engaged in a "major business" of Holdings or the Company. A "major

business" for this purpose is each major business segment of the Company

and its subsidiaries on the date hereof that produces products constituting

over 5% of the



                                     34

<PAGE>



annual revenues of Holdings and its subsidiaries.  For purposes of this 

Section 14, Executive shall be deemed not a shareholder of a company 

that would otherwise be a competing entity if Executive's record

and beneficial ownership of the capital stock of such company amount to not

more than one percent of the outstanding capital stock of any such company

subject to the periodic and other reporting requirements of Section 13

or Section 15(d) or the Securities Exchange Act of 1934, as amended. 

Executive, Holdings, and Company agree this covenant not to compete is

a reasonable covenant under the circumstances, and further agree 

that if in the opinion of any court of competent jurisdiction, such restraint

is not reasonable in any respect, such court shall have the

right, power and authority to excise or modify such provision or provisions

of this covenant as to the court shall appear not reasonable and to enforce 

the remainder of the covenant as so amended. Notwithstanding any provision

herein to the contrary, Holdings and Company recognize that Executive is a 

substantial stockholder and former Chairman and Chief Executive Officer of 

ConAgra, Inc. ("ConAgra") and Executive intends to continue as a Board 

member of ConAgra.  In the event that Executive no longer serves in any 

capacity with Holdings or the Company or any successor to either entity, 

Holdings and the Company will not object to his serving on the Board of 

ConAgra. The parties also recognize that Holdings and Company do not compete 

on the date of this Agreement in businesses with ConAgra which have competitive



                                     35

<PAGE>



sales which exceed the thresholds contained in Sec. 8 of the Clayton Act (15

USC Sec. 19). Accordingly, Company and Holdings do not object to Executive

serving on the Board of ConAgra during and after the termination of this

Agreement and will make no objection to such service. Executive, Company

and Holdings and their advisers shall take all reasonable actions to

support the position stated herein.

    (c) Executive agrees that any breach of the covenants contained in this

Section 14 would irreparably injure Holdings and the Company. Accordingly,

Holdings or the Company may, in addition to pursuing any other remedies

they may have in law or in equity, obtain an injunction against Executive

from any court having jurisdiction over the matter, restraining any further

violation of this Agreement by Executive.

    15. Beneficiaries/References. Executive shall be entitled to select
        -------------------------

(and change, to the extent permitted under any applicable law) a

beneficiary or beneficiaries to receive any compensation or benefit payable

hereunder following Executive's death, and may change such election, in

either case by giving the Company written notice hereof. In the event of

Executive's death or a judicial determination of his incompetence,

reference in this Agreement to Executive shall be deemed, where

appropriate, to refer to his beneficiary, estate or other legal

representative. Any reference to the masculine gender in this Agreement

shall include, where appropriate, the feminine.



                                     36

<PAGE>



    16. Survivorship. The respective rights and obligations of the parties
        -------------

hereunder shall survive any termination of this Agreement to the extent

necessary to the intended preservation of such rights and obligations. The

provisions of this Section are in addition to the survivorship provisions

of any other section of this Agreement.

    17. Representations and Warranties. Holdings and the Company each
        -------------------------------

represent and warrant that (a), respectively, they are fully authorized and

empowered to enter into this Agreement, (b) the execution of this Agreement

and the performance of their respective obligations under this Agreement

will not violate or result in a breach of the terms of any material

agreement to which Holdings and/or the Company is a party or by which it is

bound, (c) no approval by any governmental authority or body is required

for them to enter into this Agreement or perform their obligations

hereunder, other than the Securities and Exchange Commission if so required

in connection with the registration or sale of any securities hereunder,

and (d) this Agreement is valid, binding and enforceable against Holdings

and the Company in accordance with its terms, except to the extent affected

or limited by applicable bankruptcy laws or other statutes governing the

rights of creditors and any regulations or interpretations thereof.

Executive represents and warrants that his execution of this Agreement and

his performance of his duties and responsibilities under



                                     37

<PAGE>



this Agreement will not violate or result in a breach of the terms of any

material agreement to which he is a party or by which he is bound.

    18. Governing Law. This Agreement shall be construed, interpreted, and
        --------------

governed in accordance with laws of Delaware, without reference to rules

relating to conflicts of law.

    19. Withholding. The Company and Holdings shall be entitled to withhold
        ------------

for payment any amount of withholding required by law.

    20. Interest on Late Payments. To the extent that any payments required
        --------------------------

to be made hereunder upon or following a Change of Control are not made

within the period specified therefor, the Company and Holdings shall be

liable for interest on such delayed payments at the rate of 150% of the

prime rate compounded monthly, as posted by the Morgan Guaranty Trust

Company of New York from time to time.

    21. Actuarial Calculations. All required actuarial calculations of
        -----------------------

payments to be made hereunder and of annuities to be purchased pursuant to

Section 5 hereof shall be made by Watson Wyatt Worldwide, New York, New

York, or such other national actuarial firm as the Company or Holdings may

designate prior to a Change of Control.

    22. Funding. Except as otherwise provided herein, all benefits
        --------

hereunder are unfunded and will be paid out of the general assets of the

Company or Holdings. Notwithstanding the foregoing, the Company or Holdings

may choose to



                                     38

<PAGE>



maintain a rabbi trust or trusts for the purpose of paying certain of the

benefits hereunder or under other plans and programs of the Company or

Holdings and, if so, Executive shall be entitled to payments therefrom, if

any, as and to the extent provided in such rabbi trust or trusts.

    23. Counterparts. This Agreement may be executed in two or more
        -------------

counterparts, each of which will be deemed an original.



                         RJR NABISCO HOLDINGS CORP. 



                         By: /s/                            
                             -------------------------------



                         RJR NABISCO, INC.



                         By: /s/                               
                             ----------------------------------



                             /s/ Charles M. Harper
                             ----------------------------------
                                 CHARLES M. HARPER







                                     39

<PAGE>



                         EXHIBIT "A"

ConAgra, Inc.

Valmont Industries, Inc.

Norwest Corp.

Peter Kiewit Sons', Inc.

E.I. DuPont de Nemours and Co.



<PAGE>



                        EXHIBIT "B"

       ESTIMATED SUPPLEMENTAL PENSION ANNUAL BENEFIT
       ---------------------------------------------


AVERAGE FINAL                           YEARS OF SERVICE
COMPENSATION            6               10            15
------------            -               --            --
 $  800,000          213,332          266,666       300,000
-----------------------------------------------------------
 $  900,000          240,000          300,000       337,500
-----------------------------------------------------------
 $1,000,000          266,666          333,333       375,000
-----------------------------------------------------------
 $1,200,000          320,000          400,000       450,000
-----------------------------------------------------------
 $1,600,000          426,666          533,333       600,000
-----------------------------------------------------------
 $2,000,000          533,332          666,666       750,000
-----------------------------------------------------------
 $2,400,000          640,000          800,000       900,000
-----------------------------------------------------------
 $2,800,000          746,664          933,333     1,050,000
-----------------------------------------------------------
 $3,200,000          853,332        1,066,666     1,200,000
-----------------------------------------------------------
 $3,600,000          960,000        1,200,000     1,350,000
-----------------------------------------------------------
 $4,000,000        1,066,666        1,333,333     1,500,000
-----------------------------------------------------------



<PAGE>



                                EXHIBIT "C"

                          [RJR NABISCO LETTERHEAD]





                                                              June 20, 1995



Charles M. Harper
Chairman and Chief Executive Officer
RJR Nabisco, Inc.
1301 Avenue of the Americas
New York, NY 10019

          RE: Employment Agreement; Life insurance Provision

Dear Mike:

    This letter agreement replaces in its entirety the side letter
agreement dated March 8, 1994 concerning the Company's obligation, under
Section 4.1(c) of your Employment Agreement dated May 27, 1993, to provide
you with "life insurance in the amount of $5,000,000."

    As you know, the Company previously made an advance premium deposit
with Northwestern Mutual Life Insurance Company (NML), which at that time
represented the present value of the balance of eight annual premiums to
provide the insurance under Section 4.1(c) of your May 27, 1993 Employment
Agreement.

    The Compensation Committee of the Board of Directors at its April 10,
1995 meeting agreed to allow the conversion of this whole life insurance
policy to a joint life/second to die policy with your wife, Joan F. Harper,
as the second life insured by the policy.

    In order to achieve increasing the face amount of the policy to
$10,000,000 without increased cost, the Company will agree to the transfer
of the advanced premium deposit from NML to Massachusetts Mutual Life
Insurance Company (Mass. Mutual) from which future premium payments will be
made. The deposit with Mass. Mutual is calculated to pay the premium for
the remaining 6 premiums due on the policy pursuant to Section 4. l(c) of
your May 27, 1993 Employment Agreement. If, and only if, the full sum of the
deposit with Mass. Mutual is used to pay premiums to Mass. Mutual, and
additional premiums are required by Mass. Mutual at any time during your
lifetime to keep $8,000,000 of face value of the policy in force, the
Company will pay such additional premiums. You shall be responsible for any
premium amounts needed to keep the face value of the policy in excess of
$8,000,000. Notwithstanding the foregoing, you further agree that should
you withdraw any of the advance



                                RJR Nabisco, Inc.
                           1301 Avenue of the Americas
                          New York, New York 10019-6013
                                 (212) 258-5600
<PAGE>



premium deposit from Mass Mutual, the Company shall have no obligation to
replace any part of the deposit, and should such withdrawal cause any
diminution in the coverage or a cancellation of the policy, the Company
shall have no obligation to cure the diminution in coverage or
cancellation.

If this correctly states our agreement on the Company's obligation to
provide life insurance coverage to you under Section 4.1 (c) of your
Employment Agreement, please sign a copy of this letter where indicated.

                                        Sincerely,


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

Understood and Agreed:

/s/ Charles M. Harper
---------------------------
Charles M. Harper          


    6/20/95                
---------------------------
Date


<PAGE>



                                EXHIBIT "D"
                                                           Performance Unit
                                                                1995       
                                                         Special - One Year

                        RJR NABISCO HOLDINGS CORP. 

           1990 LONG TERM INCENTIVE PLAN PERFORMANCE UNIT PROGRAM

                            AMENDED AND RESTATED

                         PERFORMANCE UNIT AGREEMENT

                    DATE OF GRANT:    FEBRUARY 15, 1995
                                      -----------------

                                 WITNESETH:

    1. Grant. Pursuant to the provisions of the 1990 Long Term Incentive
       ------
Plan and the Performance Unit Program thereunder (collectively, the
"Plan"), RJR Nabisco Holdings Corp. (the "Company") on the above date has
granted to

                        C.M. Harper (the "Grantee"),

subject to the terms and conditions which follow and the terms and
conditions of the Plan,

                          2,410 Performance Units.

A copy of the Plan is attached and made a part of this agreement with the
same effect as if set forth in the Agreement itself. The Initial Grant
Value of each Performance Unit shall be one thousand dollars. All
capitalized terms used herein shall have the meaning set forth in the Plan,
unless the context requires a different meaning.

    2. Adjustment Of Value of Performance Units. For the Performance Period
       -----------------------------------------
commencing on January 1, 1995 and ending December 31, 1995, the Committee
has determined that the Performance Measure shall be cash net income of the
Company during such Performance Period. The value of each Performance Unit
shall be as determined in the grid attached as Exhibit A may be reduced by
the Committee in its discretion. The Grantee specifically agrees that this
award of Performance Units is in


<PAGE>



lieu of any award under the Annual Incentive Award Plan for the fiscal year
ending December 31, 1995.

    3. Payment of Performance Units. Unless deferred pursuant to the
       -----------------------------
provisions of the Plan, units so earned will be paid only in cash as soon
as practicable following the close of the Company's books at the end of the
Performance Period. Payment Value for tax and other calculations shall be
determined in accordance with the provisions of the Plan and Exhibit A and
the discretion of the Committee to reduce the Payment Value. Except as
provided in the Plan, no units will be earned or paid unless the Grantee
has been a full-time employee of the Company throughout the Performance
Period.

    4. Deferral. Deferral of a payment of Performance Units shall be
       ---------
pursuant to the provisions of the Plan; provided, however, in no event, may
a deferred award be paid within six months of the date of deferral.

    5. Transferability. Other than as specifically provided in the Plan
       ----------------
with regard to the death of the Grantee, this Agreement and any benefit
provided or accruing hereunder shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
or charge; and any attempt to do so shall be void. No such benefit shall,
prior to receipt thereof by the Grantee, be in any manner liable for or
subject to the debts, contracts, liabilities, engagements or torts of the
Grantee.

    6. No Riqht to Employment. Neither the execution and delivery of this
       -----------------------
Agreement nor the granting of the Performance Units evidenced hereby shall
constitute any agreement or understanding, express or implied, on the part
of the Company or its subsidiaries to employ the Grantee for any specific
period or in any specific capacity or shall prevent the Company or its
subsidiaries from terminating the Grantee's employment at any time with or
without cause. "Termination of employment" under the Plan and this
Agreement means termination from active employment; it does not mean the
termination of pay and benefits at the end of salary continuation (or other
form of severance pay or pay in lieu of salary).

    7. Notices. Any notices required to be given hereunder to the Company
       --------
shall be addressed to The Secretary, RJR Nabisco Holdings, Inc., 1301
Avenue of the Americas, New York, NY 10019-6013 and any notice required to
be given hereunder to the Grantee shall be sent to the Grantee's address as
shown on the records of the Company.

    8. Grantee. In consideration of the grant, the Grantee specifically
       --------
agrees that the Committee shall have the exclusive


                                     2

<PAGE>



power to interpret the Plan and this Agreement and to adopt such rules for
the administration, interpretation and application of the Plan and
Agreement as are consistent therewith and to interpret or revoke any such
rules. All actions taken and all interpretation and determinations made by
the Committee shall be final, conclusive, and binding upon the Grantee, the
Company and all other interested persons. No member of the Committee shall
be personally liable for any action, determination or interpretation made
in good faith with respect to the Plan or the Agreement. The Committee may
delegate its interpretive authority to an officer or officers of the
Company.

    IN WITNESS WHEREOF, the Company, by its duly authorized officer, and
the Grantee have executed this Agreement as of the Date of Grant first
above written.

                                   RJR NABISCO HOLDINGS CORP.


                                   By                             
                                       ---------------------------
                                       Authorized Signatory
                                 

---------------------------------
          GRANTEE


Grantee's Taxpayer Identification Number:

                                             Date:                       
---------------------------------                  ----------------------

Grantee's Home Address:


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


                                     3

<PAGE>



                           Exhibit D - continued
                       1995 Performance Unit Program

                                C.M. Harper

                AIAP Target = $2,410,000 Grant = 2,410 Units

                                                          Value  
            CNI             Perf.           Award           Per  
         Available         Rating            Value         Unit  
         ---------         ------         ----------    ---------
          $1,390             150          $3,615,000      $1,500
          $1,376             145          $3,494,500      $1,450
          $1,362             140          $3,374,000      $1,400
          $1,348             135          $3,253,500      $1,350
          $1,334             130          $3,133,000      $1,300
          $1,320             125          $3,012,500      $1,250
          $1,306             120          $2,892,000      $1,200
          $1,292             115          $2,771,500      $1,150
          $1,278             110          $2,651,000      $1,100
          $1,264             105          $2,530,500      $1,050
Plan      $1,250             100          $2,410,000      $1,000
          $1,225             100          $2,410,000      $1,000
          $1,200             100          $2,410,000      $1,000
          $1,175             100          $2,410,000      $1,000
          $1,150             100          $2,410,000      $1,000
          $1,125             100          $2,410,000      $1,000
          $1,100             100          $2,410,000      $1,000
          $1,100               0                  $0          $0

Each unit valued at $1,000 upon Grant
Cash Net Income = millions
Assumes $600,000 annual base salary earnings



                                     4

<PAGE>



                                EXHIBIT "E"

    AIAP Vested Amount means, as of a Change of Control or as of the date
    ------------------

Executive's employment terminates, as the case may be, an amount equal to

(a) in the case of any bonus opportunity under the AIAP, the value of

Executive's target award under the AIAP for the relevant period in which

such Change of Control or such termination occurs, as the case may be,

multiplied by a fraction, the numerator of which is the number of months

(including partial months) in the period beginning on the first day of the

relevant performance period and ending on the Change of Control or such

termination, as the case may be, and the denominator of which is the number

of months in such performance period; provided that in the event of a

termination of employment following a Change in Control in the year in

which such Change of Control occurs, for purposes of computing the AIAP

Vested Amount as of the date of such termination, the performance period

shall be deemed to begin on the first day following such Change of Control

and the target award shall be that in effect immediately preceding such

Change of Control, or (b) in the case of any annual bonus opportunity in

the form of Performance Units, the PU Vested Amount as of the date of such

termination.

     Change of Control means the first to occur of the following events
     -----------------
provided such event occurs prior to October 11, 1996 or such later date as
the Boards may specify from time to time:

    (a) an individual, corporation, partnership, group, associate
        or other entity or "person", as such term is defined in


<PAGE>



          Section 14(d) of the Securities Exchange Act of 1934 (the
          "Exchange Act"), other than Holdings or any employee
          benefit plan(s) sponsored by Holdings or the Company, is
          or becomes the "beneficial owner" (as defined in Rule
          13d-3 under the Exchange Act), directly or indirectly, of
          30% or more of the combined voting power of Holdings'
          outstanding securities ordinarily having the right to
          vote at elections of directors.

     (b)  individuals who constitute the Holdings Board on October
          11, 1995 (the "Incumbent Board") cease for any reason to
          constitute at least a majority thereof, provided that any
          person becoming a director subsequent to such date whose
          election, or nomination for election by Holdings'
          shareholders, was approved by a vote of at least three-
          quarters of the directors comprising the Incumbent Board
          (either by a specific vote or by approval of the proxy
          statement of Holdings in which such person is named as a
          nominee of Holdings for director), but excluding for this
          purpose any such individual whose initial assumption of
          office occurs as a result of either an actual or
          threatened election contest (as such terms are used in
          Rule 14a-ll of Regulation 14A promulgated under the
          Exchange Act) or other actual or threatened solicitation
          of proxies or consents by or on behalf of an individual,
          corporation, partnership, group, associate or other
          entity or "person" other than the Holdings Board, shall
          be, for purposes of this paragraph (b), considered as
          though such person were a member of the Incumbent Board;

     (c)  the approval by the shareholders of Holdings of a plan or
          agreement providing (1) for a merger or consolidation of
          Holdings other than with a wholly-owned subsidiary and
          other than a merger or consolidation that would result in
          the voting securities of Holdings outstanding immediately
          prior thereto continuing to represent (either by
          remaining outstanding or by being converted into voting
          securities of the surviving entity) more than 50% of the
          combined voting power of the voting securities of
          Holdings or such surviving entity outstanding immediately
          after such merger or consolidation, or (2) for a sale,
          exchange or other disposition of all or substantially all
          of the assets of Holdings. If any of the events
          enumerated in this paragraph (c) occurs, the Holdings
          Board shall determine the effective date of the Change of
          Control resulting therefrom for purposes of the Program.

          PS vested Amount means with respect to any award of
          ----------------

Performance Shares (as defined in the LTIP) Executive holds as of


                                     2

<PAGE>



a Change of Control or as of the date Executive's employment terminates, as

the case may be, an amount equal to the adjusted value of (i) the number of

Performance Shares subject to such award, multiplied by a fraction, the

numerator of which is the number of months (including partial months)

elapsed in the relevant performance period as of such Change of Control

or as of the date of such termination, as the case may be, and the

denominator of which is the number of months in such performance period,

(ii) adjusted by applying target performance with respect to such award;

provided that in the event of a termination of employment following a

Change of Control in the year in which such Change of Control occurs, for

purposes of computing the PS Vested Amount as of the date of such

termination, the performance period shall be deemed to begin on the first

day following such Change of Control and target performance with respect to

such Performance Shares shall be that in effect immediately preceding the

Change of Control.

     PU Vested Amount means, for any award of Performance Units (as defined
     ----------------

in the LTIP) Executive holds as of a Change of Control or as of the date

Executive's employment terminates, as the case may be, an amount equal to

the target value of the number of Performance Units subject to such award

multiplied by a fraction, the numerator of which is the number of months

(including partial months) elapsed in the relevant performance period as of

the Change of Control and the denominator of which is the number of months

in such performance period; provided that



                                     3

<PAGE>



in the event of a termination of employment following a Change of Control

in the year in which such Change of Control occurs, for purposes of

computing the PU Vested Amount as of the date of such termination, the

performance period shall be deemed to begin on the first day following such

Change of Control and the target value of such Performance Units shall be

that in effect immediately preceding the Change of Control.







                                     4

<PAGE>


                                 EXHIBIT F




                               ACKNOWLEDGMENT

WHEREAS, I am vested in certain supplemental retirement benefits under (i)
the RIR Nabisco, Inc., Supplemental Executive Retirement Plan, as amended
by ancillary agreements, if any, (SERP), (ii) the RJR Nabisco, Inc.,
Supplemental Retirement Plan (SUPP) and (iii) the RIR Nabisco, Inc.,
Additional Benefits Plan (ABP) (collectively, the "Plans") to which funds
are dedicated in a Master Trust Agreement dated January 1, 1987, as amended
through January 27, 1989 (the "Rabbi Trust"); and

WHEREAS, to provide me with greater security and financial flexibility in
the aforementioned benefits, an annuity will be purchased for my benefit
from funds in the Rabbi Trust upon the execution of this Acknowledgment,
and such annuity shall be transferred to the Excess Benefit Master Trust
dated February 5, 1988, as amended through January 27, 1989 (the "Secular
Trust"); and

WHEREAS, the Company desires to deliver said annuity to me with the
federal, state and local income taxes on the present value of the annuity
paid by the Company or the aforementioned Trusts, the amount of the annuity
being reduced to reflect such tax payments; and

NOW, THEREFORE, I hereby agree as follows:

     1.   The annuity transferred, represents the cash value of my accrued
          benefit as of December 31, 1993 under the SERP, SUPP and ABP
          delivered on an after-tax basis based on tax rates currently
          applicable to me (the "Benefit").

     2.   Any additional taxes due as a result of the transfer of the
          annuity in any tax year prior to my Retirement Date shall be paid
          by the Company or the Trusts. My "Retirement Date" is
          fixed by the terms of my individual SERP arrangement with 
          the Company, and shall be deemed to include the date of my death
          if death occurs before retirement.

     3.   The annuity will be delivered to me from the Secular Trust on my
          Retirement Date. The annuity delivered at my Retirement Date will
          have a lump sum cash-out option.

     4.   The value of the Benefit including earnings thereon will be an
          offset to the after-tax benefits determined at my Retirement Date
          under the Plans.


<PAGE>



     5.   If an annuity instead of a lump sum is elected at retirement, a
     portion of the annuity payments to be made during retirement may be
     taxable to me, and I will be responsible for the payment of any taxes
     on such payments.

IN WITNESS THEREOF, I have executed this Acknowledgment as of 

  2/3/94                
------------------------
Date

                                            /s/  Charles M. Harper  
                                            ------------------------
                              Printed Name: CHARLES M. HARPER