<PAGE>
                                                                                
                                                                                
                                                                                
                   FIFTH AMENDMENT TO THE 3 YEAR CREDIT AGREEMENT
                 ----------------------------------------------
                 SEVENTH AMENDMENT TO THE 364 DAY CREDIT AGREEMENT
               -------------------------------------------------- 

          FIFTH AMENDMENT, dated as of February 13, 1998, among RJR NABISCO
HOLDINGS CORP., a Delaware corporation ("Holdings"), RJR NABISCO, INC., a
Delaware corporation (the "Borrower"), and the lending institutions party to the
3 Year Credit Agreement referred to below and SEVENTH AMENDMENT, dated as of
February 13, 1998, among Holdings, the Borrower and the lending institutions
party to the 364 Day Credit Agreement referred to below (collectively, the
"Amendment").  All capitalized terms used herein and not otherwise defined
herein shall have the respective meanings provided such terms in the respective
Credit Agreements (as defined below).


                                W I T N E S S E T H :

          WHEREAS, Holdings, the Borrower and various lending institutions (the
"3 Year Banks") are parties to a Credit Agreement, dated as of April 28, 1995,
with respect to initial Commitments aggregating $2,750,000,000 on such date (as
in effect on the date hereof, the "3 Year Credit Agreement"); 

          WHEREAS, Holdings, the Borrower and various lending institutions (the
"364 Day Banks" and, together with the 3 Year Banks, the "Banks") are parties to
a Credit Agreement, dated as of April 28, 1995, with respect to initial
Commitments aggregating $750,000,000 on such date (as in effect on the date
hereof, the "364 Day Credit Agreement" and, together with the 3 Year Credit
Agreement, the "Credit Agreements");

          WHEREAS, Holdings, the Borrower and the 3 Year Banks wish to enter
into the agreements with respect to the 3 Year Credit Agreement as herein
provided; and

          WHEREAS, Holdings, the Borrower and the 364 Day Banks wish to enter
into the agreements with respect to the 364 Day Credit Agreement as herein
provided;

          NOW, THEREFORE, it is agreed:


I. Amendment to the 3 Year Credit Agreement.

          1. The definition of "Adjusted Operating Income" appearing in Section
10 of the 3 Year Credit Agreement is hereby amended by (x) deleting the word
"and" appearing at the end of clause (vi) of the proviso contained therein and
inserting a comma in lieu thereof and (y) inserting the following new clause
(viii) at the end of said definition:  



<PAGE>



     "and (viii) Adjusted Operating Income shall be adjusted by adding thereto
     the amount of all expenses accrued by Holdings and its Subsidiaries during
     any Test Period pursuant to the Comprehensive Settlement Agreement and
     Release, among R.J. Reynolds Tobacco Company, certain other tobacco
     companies and the State of Texas, to the extent (and only to the extent)
     (I) the aggregate amount of all payments made by Holdings and its
     Subsidiaries pursuant to the aforementioned agreement (and for which an
     adjustment to Adjusted Operating Income is made) does not exceed
     $140,000,000 and (II) the amount of such payments are deducted in any
     determination of Adjusted Operating Income." 


II. Amendment to the 364 Day Credit Agreement.

          1. The definition of "Adjusted Operating Income" appearing in Section
10 of the 364 Day Credit Agreement is hereby amended by (x) deleting the word
"and" appearing at the end of clause (vi) of the proviso contained therein and
inserting a comma in lieu thereof and (y) inserting the following new clause
(viii) at the end of said definition:  

     "and (viii) Adjusted Operating Income shall be adjusted by adding thereto
     the amount of all expenses accrued by Holdings and its Subsidiaries during
     any Test Period pursuant to the Comprehensive Settlement Agreement and
     Release, among R.J. Reynolds Tobacco Company, certain other tobacco
     companies and the State of Texas, to the extent (and only to the extent)
     (I) the aggregate amount of all payments made by Holdings and its
     Subsidiaries pursuant to the aforementioned agreement (and for which an
     adjustment to Adjusted Operating Income is made) does not exceed
     $140,000,000 and (II) the amount of such payments are deducted in any
     determination of Adjusted Operating Income." 


III. Miscellaneous Provisions

          1. In order to induce the Banks to enter into this Amendment, each 
Credit Party hereby (i) makes each of the representations, warranties and 
agreements contained in Section 6 of each Credit Agreement and (ii) 
represents and warrants that there exists no Default or Event of Default, in 
each case on the date hereof and on the Amendment Effective Date, both before 
and after giving effect to this Amendment.

          2. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of either Credit
Agreement or any other Credit Document (as defined in each Credit Agreement).

          3. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same

                                         2

<PAGE>

instrument.  A complete set of counterparts shall be lodged with Holdings and
the Payments Administrator.

          4.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

          5. This Amendment shall become effective as of the date first written
above on the date (the "Amendment Effective Date") when (i) each of the Credit
Parties, (ii) 3 Year Banks constituting Required Banks under the 3 Year Credit
Agreement and (iii) 364 Day Banks constituting Required Banks under the 364 Day
Credit Agreement, shall have signed a copy hereof (whether the same or different
copies) and shall have delivered (including by way of facsimile transmission)
the same to White & Case, 1155 Avenue of the Americas, New York, New York 10036,
Attention:  Jacquiline Lawrence, Esq. (Facsimile No.: (212) 354-8113).  After
transmitting its executed signature page to White & Case as provided above, each
of the Banks shall deliver executed hard copies of this Amendment to White &
Case, Attention: Jacqueline Lawrence at the address provided above.

                                       *  *   *



                                         3