Exhibit 10.83


                                                                               I

                                                   October 11, 1995

[FirstName] [LastName]


Dear [AName]:

          RJR Nabisco Holdings Corp. ("Holdings") and RJR Nabisco, Inc. (the
     "Company") consider it essential to the best interests of Holdings'
     stockholders to foster the continuous employment of key management
     personnel of the Company.

          In furtherance of the foregoing interests of Holdings and its
     stockholders, Holdings and the Company have previously committed, in a
     series of letters to you, the most recent of which is dated January 20,
     1995 (the "1995 Letter" and, collectively, the "Letters") and in a
     protection program for headquarters employees established on July 1, 1994
     and implemented as of January 31, 1995 as the RJR Nabisco Holdings Corp.
     Headquarters Continuing Excellence Recognition Program (the "Headquarters
     Program"), to provide to you certain payments and benefits in the event of
     your involuntary separation of employment with the Company other than for
     cause.

          In light of the success of the 1995 Letter and the Headquarters
     Program in retaining and motivating headquarters employees, the Board of
     Directors of Holdings (the "Holdings Board") and the Board of Directors of
     the Company (the "Board") (and sometimes, collectively, the "Boards") have
     determined that further appropriate steps should be taken to reinforce and
     encourage the continued attention and dedication of key management
     personnel, including yourself, to their assigned duties without distraction
     in the face of potentially disturbing circumstances arising from any
     possible change of control of Holdings. The Boards have also determined
     that it is in the best interest of Holdings and its stockholders to ensure
     your continued availability to Holdings in the event of a change of
     control.

          In order to induce you to remain in the employ of the Company,
     Holdings and the Company agree that you shall receive (i) certain payments
     and benefits as set forth in this letter agreement (the "Agreement") in the
     event your employment with the Company is terminated under the
     circumstances described below and (ii) certain other




<PAGE>


     payments, as set forth in this Agreement, upon a Change of Control (as
     defined in Section 2 below).

          This Agreement, when executed by you, will (1) supersede and replace
     the 1995 Letter and, following a Change of Control, the Headquarters
     Program and (2) will be in lieu of your participation in the RJR Nabisco,
     Inc. Salary and Benefit Continuation Program (the "SBC Program") and the
     RJR Nabisco Holdings Corp. 1995 Employee Protection Program (the "1995
     Program") but will in no event provide lesser benefits to you in the event
     of the termination of your employment than would otherwise have been
     available under the provisions of the SBC Program or the 1995 Program as
     applicable. As a precondition to payment of the benefits provided herein,
     you will be required to sign the relevant release of claims against
     Holdings and/or the Company, as the case may be, in the form attached
     hereto as Exhibit A.

          1. Term of Agreement. This Agreement shall be effective as of the date
             -----------------
     hereof and shall continue in effect as long as you are employed by the
     Company or any of its affiliates or successors.

          2. Change of Control. For purposes of this Agreement, the term "Change
             -----------------
     of Control" shall mean the firsl 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 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 , the 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


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<PAGE>



          for election by the 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 the Holdings in which such person is named as a
          nominee for director, without objection to such nomination) shall
          be, for purposes of this paragraph (ii), considered as though such
          person were a member of the Incumbent Board;

     (c)  the approval by the shareholders of the Company 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 this Agreement.

     3. Termination of Employment. (a) Definitions.
        -------------------------      ------------

     (i)  Disability.  You shall be deemed to be Disabled if you become
          ----------
totally and permanently disabled (as defined in the Company's Long Term
Disability Plan applicable to senior executive officers as in effect on the
date hereof) or, prior to a Change of Control, if the Board or any committee
thereof so determines.

     (ii) Retirement.    "Retirement" shall mean your retirement on or after 
          ----------
attaining age 55 and with ten or more years of service with the Company or
any affiliate of the Company.


                                     3

<PAGE>



          (iii)  Cause. (A) Prior to a Change of Control, termination for
                 -----
     "Cause" shall mean termination of your employment resulting from your
     (I) criminal conduct, (II) deliberate and continual refusal to perform
     employment duties on substantially a full time basis, (III) deliberate
     and continual refusal to act in accordance with any specific lawful
     instructions of an authorized officer or employee senior to you or
     (IV) deliberate misconduct which could be materially damaging to
     Holdings or the Company without a reasonable good faith belief by the
     Employee that such conduct was in the best interests of Holdings or
     the Company. A termination of employment shall not be deemed for Cause
     hereunder unless the senior personnel executive of Holdings or the
     Company shall confirm that any such termination-is for Cause as
     defined above.

          (B)  Following a Change of Control, termination for "Cause" shall
     mean termination of your employment resulting from (I) your willful and
     continued failure substantially to perform your duties with Holdings or
     the Company (other than as a result of total or partial incapacity due
     to physical or mental illness or as a result of a termination by you
     for Good Reason) after a written demand for substantial performance is
     delivered to you by the Board, which demand specifically identifies the
     manner in which the Board believes that you have not substantially
     performed your duties, (II) the willful engaging by you in conduct
     which is demonstrably and materially injurious to Holdings or the
     Company, monetarily or otherwise or (III) your conviction of (x) a
     felony under the laws of the United States or any state or (y) a felony
     under the laws of any other country or political sub-division thereof
     involving moral turpitude. For purposes of this clause (a)(iii)(B), no
     act or failure to act, on your part shall be deemed "willful" unless
     done or omitted to be done, by you not in good faith and without
     reasonable belief that your action or omission was in the best interest
     of Holdings or the Company. Notwithstanding the foregoing, you shall
     not be deemed to have been terminated for Cause under this Clause
     (a)(iii)(B) unless and until there shall have been delivered
     affirmative vote (which cannot be delegated) of not less than
     three-quarters (3/4) of the entire membership of the Board at a meeting
     of the Board called and held for such purpose (after reasonable notice
     to you and an opportunity for you, together with your counsel, to be
     heard before the Board), finding that in the good faith opinion of the
     Board you were guilty of conduct set



                                     4

<PAGE>



     forth above in subclauses (I), (II) or (III) above, specifying the
     particulars thereof in detail.

          (iv)  Good Reason.  During the twenty-four month period following
                -----------
     a Change of Control, you shall be entitled to terminate your employment
     for Good Reason. 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 Section 6(c) 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


                                     5

<PAGE>



          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 Notice of Termination satisfying the
          requirements of subsection (b) below; 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 including, but not limited to any
          provision of Section 6, or any agreements entered into pursuant
          hereto; or

               (G) Requiring you to be based at any office or location more
          than 50 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.

          (b)  Notice of Termination.  After a Change of Control, any
               ---------------------
purported termination of your employment by the Company or by you shall be
communicated by written Notice of Termination to the other party hereto in
accordance with Section 6 hereof. For purposes of this Agreement, after a
Change of Control a "Notice of Termination" shall mean a notice which shall
indicate the specific termination provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of your employment under the
provision so indicated.

          (c)  Date of Termination, Etc.  Following a Change of Control,
               ------------------------
"Date of Termination" shall mean (i) if your employment is terminated for
Disability, thirty (30) days after Notice of Termination is given (provided
that you shall not have returned to the full-time performance of your
duties during such thirty (30) day period), (ii) if your employment is
terminated by reason of your death, the date of your death, and (iii) if
your employment is terminated by reason of your Retirement, for Cause, for
Good Reason or for any other reason (other than Disability or death), the
date specified in the Notice of Termination (which in the case of a
termination for Cause following a Change of Control shall not be less than
thirty (30) nor more than sixty (60) days from the date such Notice of
Termination is given).


                                     6

<PAGE>



          4.   Compensation Upon Termination.
               ------------------------------

          Upon termination of your employment, subject to your execution of
a release of claims against Holdings and/or the Company (in the relevant
form set forth in Exhibit A if such termination is without Cause or for
Good Reason after a Change of Control), you shall be entitled to the
following benefits:

               (a)  If your employment shall be terminated by the Company
          for Cause, or by you other than following a Change of Control for
          Good Reason, the Company shall pay you your full base salary
          through the Date of Termination at the rate in effect at the time
          Notice of Termination is given and any amounts to be paid to you
          pursuant to the Company's retirement and other benefit plans of
          the Company then in effect, and Holdings and/or the Company shall
          have no further obligations to you under this Agreement.

               (b)  If your employment shall be terminated by reason of your
          voluntary Retirement, Disability or death, the Company shall pay
          you or your estate, as the case may be, your full base salary
          through the Date of Termination at the rate in effect at the time
          the Notice of Termination is given or the time of your death, as
          the case may be. Benefits to you, your beneficiaries or your
          estate, as the case may be, shall be determined in accordance
          with the Company's retirement, benefit, disability and insurance
          plans and programs in effect at the time of such termination.

               (c)  If, other than during the twenty-four month period
          following a Change of Control, your employment shall be
          involuntarily terminated by the Company other than for Cause, you
          shall be entitled to the payments and benefits provided below:

                    (i)  The Company shall pay you your full base salary
               through the Date of Termination at the rate in effect at the
               time the Notice of Termination is given, and, except as set
               forth below, all other amounts to which you are entitled
               under any compensation or benefit plan of the Company
               including, but not limited to, the AIAP and LTIP at the times
               such payments are due under the terms of such plans;

                   (ii)  The Company shall pay to you in seventy-two equal
               semi-monthly installments an amount


                                     7

<PAGE>



          equal to two times the sum of (x) your annual base salary as in
          effect immediately prior to such termination and (y) the amount
          of your target award under the AIAP as in effect at the time of
          such termination;

             (iii)  The Company shall provide you with the benefits under
          the RJR Nabisco, Inc. Flexible Perquisites Program (the
          "Perquisites Program") for the thirty-six month period following
          such termination;

              (iv)  The Company shall provide you with the opportunity to
          participate in the medical and dental plans as provided under the
          SELECT Omnibus Welfare Plan as in effect for active employees
          other than the Short and Long Term Disability Plans (or similar
          coverage as may be provided for active employees), the core life,
          optional life, and accidental death and dismemberment insurance
          coverage provided under the SELECT Omnibus Insurance Plan as in
          effect for active employees (or similar coverage as may be
          provided for active employees), and the Executive Medical Plan as
          in effect for active employees until the end of the 36 month
          period after such termination, subject to any applicable
          coordination of benefits rules.

               (v)  You shall be paid for any unused vacation for the year
          of termination, for vacation accrued to your Date of Termination
          for the following calendar year, and/or any accumulated vacation
          (if applicable) from previous years, all in accordance with the
          normal practice of the Company.

              (vi)  You shall be entitled to outplacement assistance
          pursuant to the Company's normal practice for the 12-month period
          following your Date of Termination at an out-of-pocket cost to the
          Company not to exceed 18% of annualized Base Pay.

             (vii)  You shall continue to participate in the Retirement
          Plans and Savings Plans, as defined in Exhibit B, for purposes of
          benefit accrual and employer matching contribution, as applicable,
          for 36 months.


                                     8

<PAGE>



            (viii)  If you are at least age 55 with at least ten years of
          service including any period of severance, you shall be eligible
          for MedChoice Retiree Medical benefits as in effect for other
          retirees and as amended from time to time thereafter.

              (ix)  If your Date of Termination occurs prior to March 1,
          1996, you shall be entitled to any applicable additional benefits
          and protections provided under the Headquarters Program.

          (d)  If within the twenty-four month period following a Change of
     Control your employment by the Company shall be terminated (x) by the
     Company other than for Cause and other than because of your death,
     Disability or voluntary Retirement or (y) by you for Good Reason, then,
     effective as of the Date of Termination, in lieu of any benefits which
     you otherwise would be eligible to receive under Section 4 (c) above,
     you shall be entitled to the payments and benefits provided below:

               (i)  The Company shall pay you your full base salary through
          the Date of Termination at the rate in effect at the time the
          Notice of Termination is given, and, except as set forth below,
          all other amounts to which you are entitled under any compensation
          or benefit plan of the Company at the time such payments are due
          under the terms of such plans, or as otherwise provided herein.

              (ii)  The Company shall pay to you, not later than 15 business
          days following the Date of Termination, a lump sum cash payment
          equal to (A) your AIAP Vested Amount, PS Vested Amount and PU
          Vested Amount (each as defined in Exhibit B) as of the Date of
          Termination plus (B) two (2) times the sum of (I) your annual base
          salary as in effect immediately prior to the Change of Control or
          the Date of Termination if higher and (II) the amount of your AIAP
          target award as in effect at the time of such termination or, if
          higher, as in effect immediately prior to the Change of Control
          (all as defined in Schedule B). The amount of the payment under
          this Section 4(d)(ii)(B) shall be discounted to its present value,
          based on a notional payment period of 36 months, assuming equal
          semi-monthly payments and a discount rate equal to the product of
          (x) the 3-year Treasury bond yield as published


                                     9

<PAGE>



          in the New York Times on the first of the month in which the
          Termination Date occurs and (y) 100% minus the aggregate
          applicable federal, state and local taxes then imposed on your
          employment income computed at the maximum applicable marginal
          rates.

             (iii) (A)  The Company shall pay to you a lump sum cash payment
          equal to three times the value of the annual credit under the
          Perquisites Program to which you were entitled immediately prior
          to such termination or, if higher, to which you were entitled
          immediately prior to the Change of Control, reduced by such
          credits as would otherwise be applied to the continued benefits
          under Section 4(d)(iii)(C) below.

               (B)  You shall be entitled to use the automobile assigned to you
          immediately prior to the Change of Control for 36 months following
          such termination and, at the end of such 36 month period, ownership of
          such automobile shall be transferred to you. At the time of such
          transfer, the Company shall pay to you 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.

               (C)  The Company shall provide you with benefits equivalent
          to those provided under the Perquisites Program immediately prior
          to the Change of Control for 36 months following such termination.

              (iv)  The Company shall provide you with the opportunity to
          participate in medical and dental plans and in core life, optional
          life, and accidental death and dismemberment insurance coverage no
          less favorable in the aggregate than provided under the SELECT
          Omnibus Welfare Plan (other than the Short and Long Term
          Disability Plans), the SELECT Omnibus Insurance Plan, and the
          Executive Medical Plan, as such plans are in effect for active
          employees immediately prior to such Change of Control, until the
          end of the 36 month period after such termination, subject to any
          applicable coordination of benefits rules.


                                     10

<PAGE>



               (v)  The Company shall pay to you, not later than 15 business
          days following the Date of Termination, a lump sum cash payment
          for any unused vacation for the year of termination, for vacation
          accrued to the Date of Termination for the following calendar
          year, and/or any accumulated vacation (if applicable) from
          previous years, all in accordance with the normal practice of the
          Company immediately prior to such Change of Control.

              (vi)  (A)  You shall receive 36 months of service credit
          ("Additional Credited Service") under the Retirement Plans and
          Savings Plans for purposes of benefit accrual and employer
          matching contribution, as applicable, based on the same formula
          and matching amount as in effect immediately prior to such Change
          of Control.

               (B)  Within 15 days following the Date of Termination, the
          Company shall pay to you in cash a lump sum equal to (x) the
          actuarial present value of such portion, if any, of the benefit
          resulting from such Additional Credited Service as may not be
          accrued under the qualified Retirement Plans and/or Savings Plans
          plus (y) the actuarial present value of all accruals as of the
          Date of Termination under the non-qualified Retirement Plans and
          Savings Plans in which you participate.

             (vii)  If you have between three and five years of credited
          service under the Retirement Plans, including Additional Credited
          Service, you shall be deemed to receive further credited service
          under the Retirement Plans for purposes of both vesting and
          accrual of benefits sufficient to bring you to five years of
          credited service. The actuarial present value as of the Date of
          Termination of any resulting increase in benefits thereunder,
          computed based on the formula in effect immediately prior to such
          Change of Control, shall be paid to you within 15 days of the Date
          of Termination in cash in a lump sum.

            (viii)  If you are at least age 50 with at least five years of
          service, including Additional Credited Service under Section
          4(d)(vi) but not under Section 4(d)(vii), you shall be entitled
          (in addition to and upon the expiration of the benefits provided
          pursuant to Section 4(d)(iv)) to


                                     11

<PAGE>



          MedChoice Retiree Medical benefits as in effect 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 actual years of service.

              (ix)  If you had relocated to New York or New Jersey at the
          Company's request during or after 1989, you shall, if you make a
          written request within twelve months of your Date of Termination,
          be entitled to a moving and relocation benefit to a new job
          location in accordance with the terms and limitations of the
          Company's relocation program as in effect immediately prior to the
          Change of Control.

               (x)  You shall be entitled to outplacement assistance
          pursuant to the Company's normal practice for the 12-month period
          following your Date of Termination, in an amount not to exceed 18%
          of annualized Base Pay.

              (xi)  If the Company fails to provide any of the benefits
          under Section 4(d)(iv) or Section 4(d)(viii) above, the Company
          shall reimburse you for the actual cost of your obtaining
          comparable benefits within 15 business days after the date you
          give the Company written notice that you incurred such costs plus
          such additional amount 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
          with respect to such reimbursement.

             (xii) (A)  Anything herein to the contrary notwithstanding, in
          the event that it is determined that any payment or distribution
          by the Company to or for your benefit, whether paid or payable or
          distributed or distributable pursuant to the terms hereof or
          otherwise (a "Payment"), would be subject to the excise tax
          imposed by Section 4999 of the Internal Revenue Code of 1986, as
          amended (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 you shall be entitled to receive, within 15
          days following the determination described in Section 4(d)(xii)(B)



                                     12

<PAGE>



          below, 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 shall retain an amount of
          the Excise Tax Adjustment Payment equal to the Excise Tax imposed
          upon the Payments.

               (B)  All determinations required to be made under this
          Section 4(d)(xii), 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 accounting firm as the Company may
          designate prior to a Change of Control, which shall provide to the
          Company and you detailed supporting calculations within 15
          business days of the date of your termination of employment.
          Except as hereinafter provided, any determination by Ernst &
          Young, Winston-Salem, North Carolina, or such other accounting
          firm as the Company may designate prior to a Change of Control,
          shall be binding upon the Company and you. 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) Excise Tax Adjustment Payments which should have been made
          will not have been made by the Company ("Underpayment"), or (y)
          certain Payments will have been made which should not have been
          made ("Overpayment"), consistent with the calculations required to
          be made hereunder. In the event of an Underpayment, the Company
          shall promptly determine the amount of the Underpayment that has
          occurred and any such Underpayment shall be promptly paid by the
          Company to or for your benefit. In the event that you discover
          that an Overpayment shall have occurred, the amount thereof shall
          be promptly repaid to the Employer.

            (xiii)  The Company shall also 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 this
          Agreement or any other



                                     13

<PAGE>



          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.

          5.  Special Bonus Payments. Upon a Change of Control, subject to
              ----------------------
your execution of a release of claims against Holdings and the Company in
the relevant form set forth on Exhibit A, the Company shall pay to you a
special cash bonus payment equal to the sum of your AIAP Vested Amount, your
PS Vested Amount and your PU Vested Amount (all as of the date of the Change
of Control and all as defined in Exhibit B). Notwithstanding the foregoing,
in the event that following a Change of Control any performance period
within which such Change of Control occurred relating to any award under the
AIAP or of Performance Units or Performance Shares under the LTIP (as such
terms are defined therein) is completed prior to your termination of
employment, upon such completion you 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 you upon such Change of Control in respect of
such AIAP award, Performance Units or Performance Shares.

          6.  Successors; Bindinq Agreement; Undertaking. (a) Holdings and
              ------------------------------------------
the Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of Holdings and the Company to expressly assume
and agree to perform this Agreement in the same manner and to the same
extent that Holdings and the Company would be required to perform it if no
such succession had taken place. As used in this Agreement, "Holdings"
and/or the "Company" shall mean Holdings or the Company, respectively, as
hereinbefore defined and any successor to the business and/or assets of
either of them as aforesaid which assumes and agrees to perform this
Agreement by operation of law, or otherwise. Prior to a Change of Control,
the term "Company" shall also mean any affiliate of the Company to which you
may be transferred and the Company shall cause such successor employer to be
considered the "Company" bound by the terms of this Agreement and this
Agreement shall be amended to so provide. Following a Change of Control the
term "Company" shall not mean any affiliate of the Company to which you may
be transferred unless you shall have previously approved of such transfer in
writing, in which case the Company shall cause such


                                     14

<PAGE>



successor employer to be considered the "Company" bound by the terms of
this Agreement and this Agreement shall be amended to so provide.

          (b)  This Agreement shall inure to the benefit of and be
enforceable by your personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If
you should die while any amount would still be payable to you hereunder if
you had continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to your
devisee, legatee or other designee or, if there is no such designee, to your
estate.

          (c)  (i)  During the two-year period following a Change of
Control, there shall be no reduction in the benefit formula of the
Retirement Plans or the employer matching contribution amount of the Savings
Plans except as may be required by the Code or the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"); and

          (ii)  The Company shall maintain for not less than two years
following a Change of Control programs providing benefits on a basis no less
favorable in the aggregate than provided under the SELECT Omnibus Welfare
Plan, the Executive Medical Plan, the SELECT Omnibus Insurance Plan and the
Perquisites Program, or successor programs, all as in effect for active
employees immediately prior to such Change of Control.

          7.  Notice.  For the purpose of this Agreement, notices and all
              ------
other communications provided for in the Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by United
States registered mail, return receipt requested, postage prepaid, addressed
to the respective addresses set forth on the first page of this Agreement;
provided that all notices to Holdings or the Company shall be directed to
--------
the attention of the Board with a copy to the Secretaries of the Company and
of Holdings, or to such other address as either party may have furnished to
the other in writing in accordance herewith, except that notice of change of
address shall be effective only upon receipt.

          8.  Amendments; Waivers; Mitigation; Other Plans. (a)  Except as
              --------------------------------------------
otherwise specifically provided herein, no provision of this Agreement may
be modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing and signed by you and such officers as


                                     15

<PAGE>



may be specifically designated by the respective Boards. No waiver by any
party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been
made by either party which are not expressly set forth in this Agreement.

          (b)  You shall not be required to mitigate the amount of any
payment provided for in Section 4 by seeking other employment or otherwise,
nor except to the extent provided in Section 4(c)(iv) or Section 4(d)(iv),
shall the amount of any payment or benefit provided for in Section 4(c) or
Section (d) hereof be reduced by any compensation earned by you as the
result of employment by another employer or by retirement benefits after
the Date of Termination, or otherwise.

          (c)  Except as provided in this Agreement, if you are a
participant in the LTIP or any other stock award plan of Holdings or an
affiliate and have outstanding awards thereunder, the treatment of such
awards shall be governed by the terms of such applicable plans and awards.

          9. Governing Law.   This Agreement shall be governed by and
             -------------
construed in accordance with the substantive law (and not the choice of law
rules) of the State of New York.

          10. Validity.  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 validity or
enforceability of any other provision of this Agreement, which shall remain
in full force and effect.

          11. Counterparts.   This Agreement may be signed in several
              ------------
counterparts, each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument.

          12. Arbitration.    Following a Change of Control, any dispute or
              -----------
controversy arising under or in connection with this Agreement shall be
settled exclusively by arbitration in New York, New York in accordance with
the rules of the American Arbitration Association then in effect. The
determination of the arbitrator shall be


                                     16

<PAGE>



conclusive and binding on the parties and judgment may be entered on the
arbitrator's award in any court having jurisdiction.

          13. Continued Employment. You agree to be bound by the terms and
              --------------------
conditions of this Agreement and to remain in the employ of the Company
during any period following any public announcement by any person of any
proposed transaction or transactions which, if effected, would result in a
Change of Control until a Change of Control has taken place or, in the
opinion of the Holdings Board, such person has abandoned or terminated its
efforts to effect a Change of Control. Subject to the foregoing, nothing
contained in this Agreement shall impair or interfere in any way with your
right to terminate your employment or the right of the Company or any
subsidiary to terminate your employment with or without cause prior to a
Change of Control. Nothing contained in this Agreement shall be construed
as a contract of employment between the Company and you.

          14. Payment Obliqations Absolute; Obliqor.  Subject to your
              -------------------------------------
execution of the relevant release of claims against Holdings and/or the
Company in the form set forth on Exhibit A hereto, following a Change of
Control, Holdings' and the Company's obligations to make all payments and
honor all commitments under this Agreement shall be absolute and
unconditional and shall not be affected by any circumstances including,
without limitation, any set-off, counterclaim, recoupment, defense or other
right which Holdings or the Company may have against you. In default of any
payment or provision of benefits hereunder by the Company following a
Change of Control, such payment or benefit shall be the obligation of
Holdings.

          15. Interest on Late Payments.  To the extent that any payments
              -------------------------
required to be made hereunder following a Change of Control are not made
within the period specified therefor, the Company 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.

          16. Withholding.  Payments under this Agreement will be subject to
              -----------
normal deductions for taxes and other legally required withholding.

          17. Actuarial Calculations.  All required actuarial calculations
              ----------------------
of payments to be made hereunder shall be made by Watson Wyatt Worldwide,
New York, New York,


                                     17

<PAGE>



or such other actuarial firm as the Company may designate prior to a Change
of Control.

          18. Funding.  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 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, you shall
be entitled to payments therefrom, if any, as and to the extent provided in
such rabbi trust or trusts.

          If this letter sets forth our agreement on the subject matter
hereof, kindly sign and return to the Company the enclosed copy of this
letter which will then constitute our agreement on this subject.

                              Sincerely,

                              RJR NABISCO HOLDINGS CORP.



                              By                            
                                 ---------------------------
                                 Name:  Steven F. Goldstone 
                                 Title:  President


                              RJR NABISCO, INC.


                              By                               
                                 ------------------------------
                                 Name: Steven F. Goldstone 
                                 Title: President



[FirstName LastName]

Agreed to this       day of
               -----
               , 1995
---------------


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


                                     18

<PAGE>



                                 EXHIBIT A

                         FORM OF RELEASE AGREEMENT
                         -------------------------

[ ]  [Incorporation of terms of Employment Contract]

[ ]  [Acknowledgment that Release Agreement is the entire
     agreement to provide severance benefits.]

[ ]  [Description of Benefits to be provided]

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

[ ]  a) You agree that you will personally provide
     reasonable assistance and cooperation to the Company in
     activities related to the prosecution or defense of any
     pending or future lawsuits or claims involving the
     Company. b) You will promptly notify the Company if
     you receive any requests from anyone other than an
     employee or agent of the Company for information
     regarding the Company or if you become aware of any
     potential claim or proposed litigation against the
     Company. c) You will refrain from providing any
     information related to any claim or potential
     litigation against the Company to any non-Company
     representatives without either the Company's written
     permission or being required to provide information
     pursuant to legal process. d) If required by law to
     provide sworn testimony regarding any Company-related
     matter, you will consult with and have Company-
     designated legal counsel present for such testimony.
     e) The Company will be responsible for the costs of
     such designated counsel and you will bear no cost for
     same. f) You will confine your testimony to items


<PAGE>



     about which you have knowledge rather than speculation,
     unless otherwise directed by legal process. g) You will
     cooperate with the Company's attorneys to assist their
     efforts, especially on matters you have been privy to,
     holding all privileged attorney-client matters in
     strictest confidence.

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

[ ]  IN CONSIDERATION OF THE COMPENSATION AND BENEFITS SET
     FORTH IN THIS AGREEMENT, YOU VOLUNTARILY, KNOWINGLY AND
     WILLINGLY RELEASE AND FOREVER DISCHARGE THE COMPANY,
     ITS PARENTS, SUBSIDIARIES AND AFFILIATES, TOGETHER WITH
     THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS,
     EMPLOYEES AND AGENTS, AND EACH OF THEIR PREDECESSORS,
     SUCCESSORS AND ASSIGNS, FROM ANY AND ALL CHARGES,
     COMPLAINTS, CLAIMS, PROMISES, AGREEMENTS,
     CONTROVERSIES, CAUSES OF ACTION AND DEMANDS OF ANY
     NATURE WHATSOEVER WHICH AGAINST THEM YOU OR YOUR
     EXECUTORS, ADMINISTRATORS, SUCCESSORS OR ASSIGNS EVER
     HAD, NOW HAVE OR HEREAFTER CAN, SHALL OR MAY HAVE BY
     REASON OF ANY MATTER, CAUSE OR THING WHATSOEVER ARISING
     TO THE TIME YOU SIGN THIS AGREEMENT. YOU FURTHER AGREE
     THAT YOU WILL NOT SEEK OR BE ENTITLED TO ANY AWARD OF
     EQUITABLE OR MONETARY RELIEF IN ANY PROCEEDING OF ANY
     NATURE BROUGHT ON YOUR BEHALF ARISING OUT OF ANY OF THE
     MATTERS RELEASED BY THIS PARAGRAPH. THIS RELEASE
     INCLUDES, BUT IS NOT LIMITED TO, ANY RIGHTS OR CLAIMS
     RELATING IN ANY WAY TO YOUR EMPLOYMENT RELATIONSHIP
     WITH THE COMPANY, OR THE TERMINATION THEREOF, OR UNDER
     ANY STATUTE, INCLUDING THE AGE DISCRIMINATION IN
     EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT, THE
     AMERICANS WITH DISABILITIES ACT, THE NEW YORK STATE AND
     CITY HUMAN RIGHTS LAWS OR ANY OTHER FEDERAL, STATE OR
     LOCAL LAW.

[ ]  By signing this Agreement, you represent that you have
     not commenced any proceeding against the Company in any
     forum (administrative or judicial) concerning your
     employment or the termination thereof. You further
     acknowledge that you were given sufficient notice under


                                     2

<PAGE>



     the Worker Adjustment and Retraining Notification Act
     (the "WARN Act") and that the termination of your
     employment does not give rise to any claim or right to
     notice, or pay or benefits in lieu of notice under the
     WARN Act. In the event any WARN Act issue does exist or
     arises in the future, you agree and acknowledge that
     the payments and benefits set forth in this Agreement
     shall be applied to any pay or benefits in lieu of
     notice required by the WARN Act, provided that any such
     offset shall not impair or affect the validity of any
     provision of this Agreement, including the release set
     forth in paragraph [ ].

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

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








                                     3

<PAGE>



                                    EXHIBIT B
                                   DEFINITIONS



          AIAP vested Amount means, as of a Change of Control or as of the
          ------------------
date your employment terminates after a Change of Control, as the case may
be, an amount equal to the value of your target award under the AIAP for
the relevant performance period in which the 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 of Control in the year in which a 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 the Change of Control and the target award shall
be that in effect immediately preceding such Change of Control.

          PS Vested Amount means, with respect to any award of Performance
          ----------------
Shares (as defined in the LTIP) you hold as of a Change of Control or as of
the date your employment terminates after a Change of Control, 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 the 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 the Change of
Control and target performance with respect to such Performance Shares
shall be that in effect immediately preceding such Change of Control.

     PU vested Amount means, with respect to any award of Performance Units
     ----------------
(as defined in the LTIP) you hold as of a Change of Control or as of the
date your 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


<PAGE>



is the number of months (including partial months) elapsed in the relevant
performance period as of the 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; provided that in the event of a
termination of employment following a Change of Control in the year in
which a 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 the Change of Control and the
target value of such Performance Units shall be that in effect immediately
preceding such Change of Control.

          Retirement Plans means the Retirement Plan for Employees of RJR
          ----------------
Nabisco, Inc., the RJR Nabisco, Inc. Additional Benefits Plan, the RJR
Nabisco, Inc., Supplemental Benefits Plan and the RJR Nabisco, Inc.
Supplemental Executive Retirement Plan, and such other plans as the Board
may hereafter determine.

          Savinqs Plans means the RJR Nabisco, Inc. Capital Investment
          -------------
Plan, the RJR Nabisco, Inc. Additional Benefits Plan and the RJR Nabisco,
Inc. Supplemental Benefits Plans and such other plans as the Board may
hereafter determine.

          Year of Service means each completed 12-month period of service
          ---------------
by you with the Company or any other affiliate of the Company, including
periods of approved leaves of absence, up to the last day of active
employment.


                                     2