Exhibit 10.44




                              [RJR NABISCO LETTERHEAD]




                                                                December 5, 1995



Andrew J. Schindler 


Dear Andy:

     In addition to your other contractual arrangements with the Company and its
affiliates, in the event of a Change of Control of RJR Nabisco Holdings Corp.
(as such Change of Control is defined in the RJR Nabisco Holdings Corp. 1990
Long-Term Incentive Plan), the following shall occur:

       1) The Company shall hold you harmless from any golden parachute tax
          imposed by any federal, state or local taxing authority as a result of
          any of the payments made from the Company. In the event that it is
          determined that any payment or distribution by the Company to or for
          you (a "Payment") would be subject to the excise tax imposed by
          Section 4999 of the Internal Revenue 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 you shall be entitled to receive from the
          Company an additional payment ("Excise Tax Adjustment Payment") in an
          Amount such that after payment by you 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),
          including any Excise Tax, imposed upon the Excise Tax Adjustment
          Payment, you retain an Amount of the Excise Tax Adjustment Payment
          equal to the Excise Tax imposed upon the Payments. You agree to
          cooperate fully with the Company in any protester appeal by the
          Company in the event of the imposition of golden parachute tax.

       2) If you are terminated without Cause following such Change of Control,
          the Company shall pay to you as incurred all legal and accounting fees
          and expenses incurred by you as a result of such termination
          (including all such fees and expenses, if any, in seeking to obtain or
          enforce any right or benefit provided by any compensation-related
          plan, agreement or arrangement of the Company) unless your claim is
          found by an arbitral tribunal of competent jurisdiction to have been
          frivolous.

       3) During the twenty-four month period following a Change of Control, you
          shall be entitled to terminate your employment for Good Reason and
          receive the severance arrangements under your contractual arrangements
          with the



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

<PAGE>



          Company as if you had been terminated by the Company without Cause.
          For purposes of this Agreement, "Good Reason" shall mean, without your
          express written consent, any of the following occurring following a
          Change of Control:

               (A)  A material reduction in your duties, a material diminution
          in your position or a material adverse change in your reporting
          relationship from those in effect immediately prior to the Change of
          Control;

               (B)  A reduction in your pay grade or bonus opportunity as in
          effect immediately prior to the Change of Control or as the same may
          thereafter be increased from time to time during the term of this
          Agreement;

               (C)  The failure to continue in effect any compensation plan in
          which you participate at the time of the Change of Control, including
          but not limited to the RJR Nabisco Holdings Corp. 1990 Long Term
          Incentive Plan ("LTIP") and the RJR Nabisco, Inc. Annual Incentive
          Award Plan (the "AIAP"), or any substitute plans adopted prior to the
          Change of Control, unless an equitable arrangement (embodied in an
          ongoing substitute or alternative plan providing you with
          substantially similar benefits) has been made with respect to such
          plan in connection with the Change of Control, or the failure to
          continue your participation therein on substantially the same basis,
          both in terms of the amount of benefits provided and the level of your
          participation relative to other participants, as existed at the time
          of the Change of Control;

               (D)  The taking of any action which would directly or indirectly
          materially reduce any of the benefits to be provided under the
          Retirement or Savings Plans of the Company (unless such reduction is
          required by law) or deprive you of any material fringe benefit enjoyed
          by you at the time of the Change of Control, or the failure to provide
          you with the number of paid vacation days to which you are entitled on
          the basis of the Company's practice with respect to you as in effect
          at the time of the Change of Control;

               (E)  Any purported termination of your employment which is not
          effected pursuant to a written notice of termination given to you not
          less than thirty (30) or more than sixty (60) days prior to the date
          of termination; provided further that for purposes of this Agreement,
          no such purported termination shall be effective;

               (F)  Any material breach by Holdings or the Company of any
          provision of this Agreement or any other of your contractual
          arrangements with the Company; or



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               (G)  Requiring you to be based at any office or location more
          than 35 miles from the office or location at which you were based
          immediately prior to such Change of Control, except for travel
          reasonably required in the performance of your responsibilities.

     Please indicate your acceptance of the terms of this Agreement by signing
this letter below and returning it to Jerry Angowitz. A copy will be provided to
you.

                                       RJR NABISCO HOLDINGS CORP.
                                       RJR NABISCO, INC.
                             
                                       By:  /s/   Steven F. Goldstone   
                                            ----------------------------
                                            Steven F. Goldstone 
                                            Chief Executive Officer

Agreed:

                        
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  Andrew J. Schindler

                   
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       Date



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